Termination by the Bank Without Cause or by Executive for Good Reason. This Agreement and Executive’s employment hereunder may be terminated by Executive for Good Reason or by the Bank without Cause. In the event of such termination, Executive will be entitled

Termination for Cause shall mean termination because of, in the good faith determination of the Board of Directors of the Bank (the “Board”), Executive’s:

Termination With Good Reason. If an event constituting Good Reason (as defined in Section 5(i)(iv) below) occurs during the Term, the Executive may, at any time within the sixty (60) day period following the initial occurrence of such event, provide a Notice of Termination specifying the event of Good Reason and notifying the Holding Company and the Bank of the Executive’s intention to terminate the Executive’s employment with the Holding Company

Termination without Cause or Resignation for Good Reason.

Termination Without Cause or For Good Reason. The Company may terminate Executive’s employment at any time without Cause by providing the Executive written

Good Reason; Other Than for Cause, Death, or Disability. If, during the Employment Period, [[Bank:Organization]] terminates the Executive’s employment without Cause and other than by reason of the Executive’s death or Disability, or the Executive resigns the Executive’s employment with Good Reason, [[Bank:Organization]] shall, except as otherwise required by law or provided below, pay or provide to the Executive the following:

Executive provides the Bank thirty (30) day advance written notice of his intent to termination employment for Good Reason which notice must describe the claimed act, omission or event giving rise to Good Reason (“Good Reason Notice of Termination”);

An involuntary termination of the Executive’s employment by the Company, authorized by the Authorizing Executive, for reasons other than for Cause, mandatory Retirement under the Company’s applicable policies, or the Executive’s death, Disability, or voluntary termination of employment (including voluntary Retirement) without Good Reason; or

“Involuntary Termination” means a termination of the Executive’s employment by the Company without Cause other than in connection with the sale of some or all of the assets of the Company, including the sale of a facility, division, or subsidiary of the Company, pursuant to which the purchaser offers the Executive substantially equivalent employment, the terms of which would not give rise to Good Reason.

Termination by the Executive for Good Reason. Termination by the Executive of the Executive’s employment with the Company for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s written consent: