| c. | Termination by Executive for Good Reason or by Bank Without Cause. If Executive’s employment is terminated (i) by Bank without Cause, (ii) by Executive for Good Reason pursuant to Section 4(b)(i) or, (iii) within 12 months following a Change in Control, by Executive for Good Reason pursuant to Section 4(b)(ii), then, in addition to the compensation provided in Sections 5(a) and (b), Executive will also be entitled to compensation equal to 2.50 times his then current base salary (or, if Executive’s termination is for Good Reason as a result of a material reduction in his base salary, Executive’s base salary in effect as of immediately prior to such reduction) plus 2.50 times the average of Executive’s incentive pay bonuses for the three (3) years preceding the year of termination. This compensation will be paid as a one-time lump sum payment, subject to all applicable deductions, within 60 days following the date of Executive’s termination of employment, subject to the conditions in Section 5(d) being fully satisfied. In addition, subject to the conditions in Section 5(d) being fully satisfied, Bank will provide to Executive, during the six-month period following Executive’s date of termination, starting with the first day of the month following Executive’s date of termination, medical, dental and vision coverage for Executive and the members of Executive’s family which is not less favorable to Executive than the group medical, dental and vision coverage carried by Bank for Executive and the members of Executive’s family immediately prior to such date of termination; provided, however, that the obligations set forth in this sentence shall terminate to the extent Executive obtains comparable medical, dental or vision coverage from any other employer during such period; and provided further, however, that Executive shall be obligated to pay an amount equal to the active employee contribution, if any, for each such coverage. For the avoidance of doubt, Executive shall not be entitled to any payments or benefits under this Section 5(c) as a result of the termination of Executive’s employment due to his attainment of Bank’s mandatory retirement age. |