EX-10.17



 Exhibit 10.17 
 ROCKVILLE BANK 
 Employment Agreement for Eric R. Newell 

Effective as of January 2, 2013 







 ROCKVILLE BANK 
 Employment Agreement for Eric R. Newell 
 Effective as of January 2, 2013

  

									
	 1.
	 	 Employment
	  	 	1	  
			
	 2.
	 	 Term
	  	 	1	  
			
	 3.
	 	 Offices and Duties
	  	 	2	  
				
		 	(a)	  	 Generally
	  	 	2	  
				
		 	(b)	  	 Place of Employment
	  	 	2	  
			
	 4.
	 	 Salary and Annual Incentive Compensation
	  	 	2	  
				
		 	(a)	  	 Base Salary
	  	 	3	  
				
		 	(b)	  	 Annual Incentive Compensation
	  	 	3	  
			
	 5.
	 	 Long-Term Compensation, Including Stock Options, Benefits, Deferred Compensation, and Expense
Reimbursement
	  	 	3	  
				
		 	(a)	  	 Executive Compensation Plans
	  	 	3	  
				
		 	(b)	  	 Employee and Executive Benefit Plans
	  	 	3	  
				
		 	(c)	  	 Acceleration of Awards Upon Termination Within Two Years After a Change in Control
	  	 	4	  
				
		 	 (d)
	  	 Deferral of Compensation
	  	 	4	  
				
		 	 (e)
	  	 Company Registration Obligations
	  	 	4	  
				
		 	 (f)
	  	 Reimbursement of Expenses
	  	 	5	  
				
		 	 (g)
	  	 Limitations Under Code Section 409A
	  	 	5	  
			
	 6.
	 	 Termination Due to Retirement, Death, or Disability
	  	 	5	  
				
		 	(a)	  	 Retirement
	  	 	5	  
				
		 	(b)	  	 Death
	  	 	6	  
				
		 	(c)	  	 Disability
	  	 	7	  
				
		 	(d)	  	 Other Terms of Payment Following Retirement, Death, or Disability
	  	 	9	  


  
 i 









									
	 7.
	 	 Termination of Employment For Reasons Other Than Retirement, Death or Disability
	  	 	10	  
				
		 	(a)	  	 Termination by the Bank for Cause
	  	 	10	  
				
		 	(b)	  	 Termination by Executive Other Than For Good Reason
	  	 	10	  
				
		 	(c)	  	 Termination by the Bank Without Cause Prior to or More than Two Years After a Change in Control
	  	 	11	  
				
		 	(d)	  	 Termination by Executive for Good Reason Prior to or More than Two Years After a Change in Control
	  	 	13	  
				
		 	(e)	  	 Termination by the Bank Without Cause Within Two Years After a Change in Control
	  	 	15	  
				
		 	(f)	  	 Termination by Executive for Good Reason Within Two Years After a Change in Control
	  	 	17	  
				
		 	(g)	  	 Other Terms Relating to Certain Terminations of Employment; Reimbursements; Section 409A Exemptions; Delayed Payments Under
Section 409A
	  	 	20	  
			
	 8.
	 	 Definitions Relating to Termination Events
	  	 	22	  
				
		 	(a)	  	 Cause
	  	 	22	  
				
		 	(b)	  	 Change in Control
	  	 	23	  
				
		 	(c)	  	 Compensation Accrued at Termination
	  	 	24	  
				
		 	(d)	  	 Disability
	  	 	25	  
				
		 	(e)	  	 Good Reason
	  	 	25	  
				
		 	(f)	  	 Potential Change in Control
	  	 	26	  
				
		 	(g)	  	 Specified Employee
	  	 	26	  
			
	 9.
	 	 Limitation on Change in Control Payments
	  	 	26	  
			
	 10.
	 	 Non-Competition and Non-Disclosure; Executive Cooperation; Non-Disparagement; Certain Forfeitures
	  	 	27	  
				
		 	(a)	  	 Non-Competition
	  	 	27	  
				
		 	(b)	  	 Non-Disclosure; Ownership of Work
	  	 	28	  
				
		 	(c)	  	 Cooperation With Regard to Litigation
	  	 	28	  
				
		 	(d)	  	 Non-Disparagement
	  	 	28	  
				
		 	(e)	  	 Release of Employment Claims
	  	 	28	  
				
		 	(f)	  	 Forfeiture of Outstanding Options
	  	 	29	  
				
		 	(g)	  	 Forfeiture of Certain Bonuses and Profits
	  	 	29	  
				
		 	(h)	  	 Forfeiture Due to Regulatory Restrictions
	  	 	29	  
				
		 	(i)	  	 Survival
	  	 	30	  
			
	 11.
	 	 Governing Law; Disputes
	  	 	30	  
				
		 	(a)	  	 Governing Law
	  	 	30	  


  
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		 	(b)	  	 Dispute Resolution
	  	 	30	  
				
		 	 (c)
	  	 Interest on Unpaid Amounts
	  	 	32	  
			
	 12.
	 	 Miscellaneous
	  	 	32	  
				
		 	 (a)
	  	 Integration
	  	 	32	  
				
		 	 (b)
	  	 Successors; Transferability
	  	 	32	  
				
		 	 (c)
	  	 Beneficiaries
	  	 	32	  
				
		 	 (d)
	  	 Notices
	  	 	32	  
				
		 	 (e)
	  	 Reformation
	  	 	33	  
				
		 	 (f)
	  	 Headings
	  	 	33	  
				
		 	 (g)
	  	 No General Waivers
	  	 	33	  
				
		 	 (h)
	  	 No Obligation To Mitigate
	  	 	33	  
				
		 	 (i)
	  	 Offsets; Withholding
	  	 	34	  
				
		 	 (j)
	  	 Successors and Assigns
	  	 	34	  
				
		 	 (k)
	  	 Counterparts
	  	 	34	  
			
	 13.
	 	 Indemnification
	  	 	34	  
		
	 Attachment A
	  			


  
 iii









 ROCKVILLE BANK 
 Employment Agreement for Eric R. Newell 
 Effective as of January 1, 2012

 THIS EMPLOYMENT AGREEMENT (the “Agreement”) by and among ROCKVILLE FINANCIAL, INC., a Connecticut corporation (the
“Company”), ROCKVILLE BANK, a Connecticut savings bank and a wholly-owned subsidiary of the Company (the “Bank”), and Eric R. Newell (“Executive”) which is first effective as of January 2, 2013 (the “Effective
Date.”). 
 W I T N E S S E T H 
 WHEREAS, Executive is currently employed as Senior Vice President of the Bank; and 

WHEREAS, the Company and the Bank desire to ensure that the Company and the Bank are assured of the continued availability of
Executive’s services as provided in this Agreement; and 
 WHEREAS, Executive is willing to continue to serve the Company
and the Bank on the terms and conditions hereinafter set forth; and 
 NOW, THEREFORE, in consideration of the foregoing, the
mutual covenants contained herein, and other good and valuable consideration the receipt and adequacy of which the Company, the Bank and Executive each hereby acknowledge, the Company, the Bank and Executive hereby agree as follows: 

1. Employment. 
 The
Bank hereby agrees to employ Executive as its Senior Vice President (with the principal executive duties set forth below in Section 3), and Executive hereby agrees to accept such employment and serve in such capacities, during the Term as
defined in Section 2 (subject to Section 7(c) and 7(e)) and upon the terms and conditions set forth in this Agreement. 
 2.
Term. 
 The term of employment of Executive under this Agreement (the “Term”) shall be
the period commencing on January 2, 2013 and ending on December 31, 2013 and any period of extension thereof in accordance with this Section 2, except that the Term will end at a date, prior to the end of such period or extension thereof, specified
in Section 6 or 7 in the event of termination of Executive’s employment. The Term, if not previously ended, shall be extended by one additional year (added to the end of the Term) first on December 31, 2013 (extending the Term to December 31,
2014) and on each succeeding December 31st thereafter (a
“December 31st








 
extension date”) but only in the event the Bank serves written notice in accordance with Section 12(d) upon Executive at least 60 days preceding December 31, 2013 extending the
Term to December 31, 2014 and thereafter at least 60 days preceding a December 31st extension date, in which case the Term shall be extended to the next succeeding December 31st, subject to earlier termination of Executive’s employment and earlier termination of the Term in accordance with
Section 6 or 7. The foregoing notwithstanding, in the event there occurs a Potential Change in Control during the Term, the Term shall be extended automatically until the day after the earlier of: (a) the second anniversary of the date the
Change in Control is consummated; or (b) the date the Change in Control contemplated by the Potential Change in Control is fully and finally abandoned. 
 3. Offices and Duties. 
 The provisions of this Section 3 will apply
during the Term, except as otherwise provided in Section 7(c) or 7(e): 
 (a) Generally. Executive shall serve as
the Senior Vice President of the Bank. Executive shall have and perform such duties, responsibilities, and authorities as are prescribed by or under the Bylaws of the Bank and as are customarily associated with such position or, irrespective of the
office, title or other designation, if any, a position with responsibilities and powers substantially identical to such position with the Bank. Moreover, Executive shall have and perform such additional or alternative duties, responsibilities, and
authorities as may be from time to time assigned by the President and Chief Executive Officer based on his assessment of the business needs of the Bank, and the Bank reserves the right to change or modify these assignments and any positions and
titles associated therewith. Executive shall devote his full business time and attention, and his best efforts, abilities, experience, and talent, to the position of Senior Vice President and other assignments hereunder, and for the business of the
Bank, without commitment to other business endeavors, except that Executive (i) may make personal investments which are not in conflict with his duties to the Bank and manage personal and family financial and legal affairs, (ii) may
undertake public speaking engagements, and (iii) may serve as a director of (or similar position with) any other business or an educational, charitable, community, civic, religious, or similar type of organization with the approval of the
President and Chief Executive Officer, so long as such activities (i.e., those listed in clauses (i) through (iii)) do not preclude or render unlawful Executive’s employment or service to the Bank or otherwise materially inhibit the
performance of Executive’s duties under this Agreement or materially impair the business of the Bank or its affiliates. 

(b) Place of Employment. Executive’s principal place of employment shall be at the administrative offices of the Bank.


  
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 4. Salary and Annual Incentive Compensation. 

As partial compensation for the services to be rendered hereunder by Executive, the Bank agrees to pay to Executive during the Term the
compensation set forth in this Section 4. 
 (a) Base Salary. The Bank will pay to Executive during the Term a base
salary, the annual rate of which shall be $197,000, payable in cash in substantially equal semi-monthly installments commencing at the beginning of the Term, and otherwise in accordance with the Bank’s usual payroll practices with respect to
senior executives (except to the extent deferred under Section 5(d)). Executive’s annual base salary shall be reviewed by the Compensation Committee (the “Committee”) of the Board of Directors of the Bank (the “Board”)
at least once in each calendar year, and may be increased above or reduced below the then-current rate of such base salary. For purposes of this Agreement, “Base Salary” means Executive’s then-current base salary. 

(b) Annual Incentive Compensation. The Bank will pay to Executive during the Term annual target incentive compensation which shall
offer to Executive an opportunity to earn additional compensation based upon performance in amounts determined by the Committee in accordance with the applicable plan and consistent with past practices of the Bank, with the nature of the performance
and the levels of performance triggering payments of such annual target incentive compensation for each year to be established and communicated to Executive during the first quarter of such year by the Committee. The Committee (or the Board) may
determine, in its discretion, to increase or decrease Executive’s annual target incentive opportunity or provide an additional annual incentive opportunity, in excess of the annual target incentive opportunity, payable for performance in excess
of or in addition to the performance required for payment of the annual target incentive amount. Any annual incentive compensation payable to Executive shall be paid in accordance with the applicable plan (except to the extent deferred under
Section 5(d)). 
 5. Long-Term Compensation, Including Stock Options, Benefits, Deferred Compensation, and Expense Reimbursement.

 (a) Executive Compensation Plans. Executive shall be entitled during the Term to participate, without discrimination
or duplication, in executive compensation plans and programs intended for general participation by senior executives of the Bank, as presently in effect or as they may be modified or added to by the Bank from time to time, subject to the eligibility
and other requirements of such plans and programs, including without limitation any stock option plans, plans under which restricted stock/restricted stock units, performance-based restricted stock/restricted stock units or performance-accelerated
restricted stock/restricted stock units (collectively, “stock plans”) may be awarded, other annual and long-term cash and/or equity incentive plans, and deferred compensation plans. The Bank makes no commitment under this Section 5(a)
to provide participation opportunities to Executive in all plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive. 

(b) Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or
duplication, in employee and executive benefit plans and programs of the Bank, as presently in effect or as they may be modified or added to by the Bank from time to time, subject to the eligibility and other requirements of such plans and programs,
including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings,
profit-sharing, 

  
 3 








 
and stock ownership plans. The Bank makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all benefit plans and programs or at levels equal to
(or otherwise comparable to) the participation opportunity of any other executive. 
 In furtherance of and not in limitation of
the foregoing, during the Term; 
  

	 	(i)	Executive will participate as Senior Vice President in all executive and employee vacation and time-off programs; 


 

	 	(ii)	The Bank will provide Executive with coverage as Senior Vice President with respect to long-term disability insurance; 


 

	 	(iii)	Executive will be covered by Bank-paid group term life insurance; and 

  

	 	(iv)	Executive will be entitled to benefits under the Supplemental Savings and Retirement Plan (the “SERP”) in accordance with the terms thereof, with the
effective date of Executive’s participation therein to be the Effective Date. 

 (c) Acceleration of
Awards Upon Termination Within Two Years After a Change in Control. In the event of termination of the employment of Executive, other than for Cause, simultaneously with or within two years after a Change in Control (as defined in
Section 8(b)), all outstanding stock options, restricted stock, and other equity-based awards then held by Executive shall become vested and exercisable. The time and form of payment of such equity-based awards shall be governed by the plans
and programs and the agreements and other documents pursuant to which such equity-based awards were granted. 
 (d) Deferral
of Compensation. If the Bank has in effect or adopts any deferral program or arrangement permitting executives to elect to defer any compensation, Executive will be eligible to participate in such program. Any plan or program of the Bank which
provides benefits based on the level of salary, annual incentive, or other compensation of Executive shall, in determining Executive’s benefits, take into account the amount of salary, annual incentive, or other compensation prior to any
reduction for voluntary contributions made by Executive under any deferral or similar contributory plan or program of the Bank (excluding compensation that would not be taken into account even if not deferred), but shall not treat any payout or
settlement under such a deferral or similar contributory plan or program to be additional salary, annual incentive, or other compensation for purposes of determining such benefits, unless otherwise expressly provided under such plan or program.

 (e) Company Registration Obligations. The Company will use its best efforts to file with the Securities and Exchange
Commission and thereafter maintain the effectiveness of one or more registration statements registering under the Securities Act of 1933, as amended (the “1933 Act”), the offer and sale of shares by the Company to Executive pursuant to
stock options or other equity-based awards granted to Executive under Company plans or otherwise or, if shares are acquired by Executive in a transaction not involving an offer or sale to Executive but resulting in the acquired shares being
“restricted securities” for purposes of the 1933 Act, registering the reoffer and resale of such shares by Executive. 

  
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 (f) Reimbursement of Expenses. The Bank will promptly reimburse Executive for all
reasonable business expenses and disbursements incurred by Executive in the performance of Executive’s duties during the Term in accordance with the Bank’s reimbursement policies as in effect from time to time and the provisions of
Section 7(g) of this Agreement. 
 (g) Limitations Under Code Section 409A. Anything in this Section 5 to
the contrary notwithstanding, with respect to any payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 7(g) of this Agreement (relating to the six-month delay in payment of certain benefits
to Specified Employees as required by Section 409A of the Code), the Bank will adjust the payment to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as
published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365.
The Bank will pay the adjusted payment at the beginning of the seventh month following Executive’s termination of employment. Notwithstanding the foregoing, if calculation of the amounts payable by such payment date is not administratively
practicable due to events beyond the control of Executive (or Executive’s beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A
of the Code and the Regulations. In the event of Executive’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which Executive’s death occurs. 

6. Termination Due to Retirement, Death, or Disability. 
 (a) Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time Executive’s employment terminates due to
Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and
the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following: 
  

	 	(i)	Executive’s Compensation Accrued at Termination (as defined in Section 8(c)); 


 

	 	(ii)	In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the
portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually
achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in
the year of termination and the denominator of which is the total number of days in the year of termination; 


  
 5 









	 	(iii)	The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the
agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof); 

  

	 	(iv)	All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under
Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and 


 

	 	(v)	Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that
Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would
have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of
Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from
that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or
forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in
the Bank’s qualified retirement plan for the determination of lump sum payments. 

 (b) Death. In the
event of Executive’s death which results in the termination of Executive’s employment, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for
obligations which expressly continue after death, and the Bank will pay Executive’s beneficiary or estate at the time specified in Section 6(d), and Executive’s beneficiary or estate will be entitled to receive, the following:

  

	 	(i)	Executive’s Compensation Accrued at Termination; 

  

	 	(ii)	 In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s death occurred, a lump sum amount equal to the
portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in 



  
 6 









	 	
other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance
year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of his death and the denominator of which is the total number of days in the year
of death; 

  

	 	(iii)	The vesting and exercisability of stock options held by Executive at death and all other terms of such options shall be governed by the plans and programs and the
agreements and other documents pursuant to which such options were granted; 

  

	 	(iv)	All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under
Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; 


 

	 	(v)	If Executive’s surviving spouse (and eligible dependents, if any) elects continued coverage under the Bank’s Health Plan in accordance with the applicable
provisions of COBRA, the Bank shall pay to Executive’s surviving spouse on a monthly basis during such COBRA continuation period and in accordance with Section 7(g) of this Agreement an amount equal on an after-tax basis to the total cost
of such coverage. No further benefits shall be paid under this Section after the expiration of the maximum COBRA continuation period available to Executive’s surviving spouse and eligible dependents, if any. 


(c) Disability. The Bank may terminate the employment of Executive hereunder due to the Disability (as defined in
Section 8(d)) of Executive. Upon termination of employment, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue
after termination of employment due to Disability, and the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following: 

 

	 	(i)	Executive’s Compensation Accrued at Termination; 

  

	 	(ii)	 In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal
to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance
actually achieved in that year (determined by the Committee following completion of the performance 



  
 7 









	 	
year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the
denominator of which is the total number of days in the year of termination; 

  

	 	(iii)	Stock options held by Executive at termination shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were
granted; 

  

	 	(iv)	Any performance objectives upon which the earning of performance-based restricted stock and deferred stock awards, including outstanding stock plan awards, and other
long-term incentive awards is conditioned shall be deemed to have been met at target level at the date of termination, and restricted stock and deferred stock awards, including outstanding stock plan awards, and other long-term incentive awards (to
the extent then or previously earned, in the case of performance-based awards) shall become fully vested and non-forfeitable at the date of such termination, and, in other respects, such awards shall be governed by the plans and programs and the
agreements and other documents pursuant to which such awards were granted; 

  

	 	(v)	Disability benefits shall be payable in accordance with the Bank’s plans, programs and policies, including the SERP, and all deferral arrangements under
Section 5(d) will be settled in accordance with the plans and programs governing the deferral; 

  

	 	(vi)	 Upon termination of Executive’s employment due to Disability, if Executive is not eligible for retiree coverage under the Bank’s Health Plan
or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage
under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to
Executive’s termination of employment) from the date of Executive’s termination of employment until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on
the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s termination of employment. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the
time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. In addition, provided that
Executive shall be in compliance with the conditions set forth in Section 



  
 8 









	 	
10, the Bank shall pay to Executive at the time specified in Section 6(d) a lump sum amount equal on an after-tax basis to the present value of the sum of (A) the amount that Executive
and the Bank would have paid, had he remained employed, for coverage under the Bank’s group long-term disability policy from the date of Executive’s termination of employment until Executive’s attainment of Social Security retirement
age, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year in which Executive’s termination occurred; and (B) the amount that Executive and the Bank would have paid to continue
Executive’s group life insurance coverage, had he remained employed, from the date of Executive’s termination of employment until Executive’s attainment of Social Security retirement age, calculated on the assumption that the cost of
such coverage would remain unchanged from that in effect for the year in which Executive’s termination occurred. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s
qualified retirement plan for the determination of lump sum payments, 

 (d) Other Terms of Payment Following
Retirement, Death, or Disability. Nothing in this Section 6 shall limit the benefits payable or provided in the event Executive’s employment terminates due to Retirement, death, or Disability under the terms of plans or programs of the Bank
more favorable to Executive (or his beneficiaries) than the benefits payable or provided under this Section 6 (except in the case of annual incentives in lieu of which amounts are paid hereunder), including plans and programs adopted after the date
of this Agreement. Amounts payable under this Section 6 following Executive’s termination of employment, other than those expressly payable following determination of performance for the year of termination for purposes of annual incentive
compensation or otherwise expressly payable on a deferred basis, will be paid in the payroll period next following the payroll period in which termination of employment occurs; subject, however, to the provisions of Section 7(g) of this Agreement
relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code. Any payment or reimbursement due within such six-month period shall be delayed to the end of such six-month period as
required by Section 7(g). The Bank will adjust the payment or reimbursement to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for
the date on which such payment or reimbursement would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment or reimbursement was delayed and the denominator of which is 365. In
the event of a reimbursement that is required by other terms of this Agreement to be made on an after-tax basis which is subject to the six-month delay in payment as described in Section 7(g) of this Agreement, the reimbursement as adjusted in
accordance with this Section 6(d) to reflect the deferred payment date shall be paid to Executive on an after-tax and fully grossed-up basis so that Executive is held economically harmless. The Bank will pay the adjusted payment or reimbursement at
the beginning of the seventh month following Executive’s termination of employment. Notwithstanding the foregoing, if calculation of the amounts payable by such payment date is not administratively practicable due to events beyond the control
of Executive 

  
 9 








 
(or Executive’s beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of
the Code and the Regulations. In the event of Executive’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which Executive’s death occurs. 

7. Termination of Employment For Reasons Other Than Retirement, Death or Disability. 

(a) Termination by the Bank for Cause. The Bank may terminate the employment of Executive hereunder for Cause (as defined in
Section 8(a)) at any time. At the time Executive’s employment is terminated for Cause, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for
obligations which expressly continue after termination of employment by the Bank for Cause, and the Bank will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following: 

 

	 	(i)	Executive’s Compensation Accrued at Termination (as defined in Section 8(c)); 


 

	 	(ii)	All stock options, restricted stock and deferred stock awards, including outstanding stock plan awards, and all other long-term incentive awards will be governed by the
terms of the plans and programs under which the awards were granted; and 

  

	 	(iii)	All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights, if any, under the
SERP and any other benefit plan shall be governed by such plans. 

 (b) Termination by Executive Other Than For
Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ written notice to the Bank. An election by Executive not to extend the
Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior
to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by
Section 6(a) above. At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately
cease, and the Bank will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following: 
  

	 	(i)	Executive’s Compensation Accrued at Termination; 


  
 10 










	 	(ii)	All stock options, restricted stock and deferred stock awards, including outstanding stock plan awards, and all other long-term incentive awards will be governed by the
terms of the plans and programs under which the awards were granted; 

  

	 	(iii)	All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP and
any other benefit plan shall be governed by such plans. 

 (c) Termination by the Bank Without Cause Prior to
or More than Two Years After a Change in Control. The Bank may terminate the employment of Executive hereunder without Cause, if at the date of termination no Change in Control has occurred or such date of termination is at least two years after
the most recent Change in Control, upon at least 90 days’ written notice to Executive. The foregoing notwithstanding, the Bank may elect, by written notice to Executive, to terminate Executive’s positions specified in Sections 1 and 3 and
all other obligations of Executive and the Bank under Section 3 at a date earlier than the expiration of such 90-day period, if so specified by the Bank in the written notice, provided that Executive shall be treated as an employee of the Bank
(without any assigned duties) for all other purposes of this Agreement, including for purposes of Sections 4 and 5, from such specified date until the expiration of such 90-day period. At the time Executive’s employment is terminated by the
Bank (i.e., at the expiration of such notice period), the Term will terminate, all remaining obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease (except for obligations which continue after
termination of employment as expressly provided herein), and the Bank will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following: 

 

	 	(i)	Executive’s Compensation Accrued at Termination; 

  

	 	(ii)	Cash in an aggregate amount equal to one and one-half (1.5) times the sum of (A) Executive’s Base Salary under Section 4(a) immediately prior to
termination plus (B) an amount equal to the greater of (x) the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash
awards) for the year of termination or (y) the portion of Executive’s annual incentive compensation that became payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for the latest year
preceding the year of termination based on performance actually achieved in that latest year. The amount determined to be payable under this Section 7(c)(ii) shall be payable a lump sum; 


 

	 	(iii)	In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of
Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator of which is
the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination; 


  
 11 










	 	(iv)	Stock options held by Executive at termination, if not then vested and exercisable, will become fully vested and exercisable at the date of such termination, and, in
other respects (including the period following termination during which such options may be exercised), such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted;


  

	 	(v)	Any performance objectives upon which the earning of performance-based restricted stock and deferred stock awards, including outstanding stock plan awards, and other
long-term incentive awards is conditioned shall be deemed to have been met at target level at the date of termination, and restricted stock and deferred stock awards, including outstanding stock plan awards, and other long-term incentive awards (to
the extent then or previously earned, in the case of performance-based awards) shall become fully vested and non-forfeitable at the date of such termination, and, in other respects, such awards shall be governed by the plans and programs and the
agreements and other documents pursuant to which such awards were granted; 

  

	 	(vi)	All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral; 


 

	 	(vii)	All rights under the SERP shall be governed by such plan; 

  

	 	(viii)	 Upon termination of Executive’s employment hereunder, if Executive is not eligible for retiree coverage under the Bank’s Health Plan or
Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under
the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s
termination of employment) from the date of Executive’s termination of employment until the third anniversary of such date, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of
Executive’s termination of employment. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 7(g). Such amount shall not be subject to reduction or forfeiture by reason of
any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. In addition, provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay




  
 12 










	 	
to Executive at the time specified in Section 7(g) a lump sum amount equal on an after-tax basis to the present value of the sum of (A) the amount that Executive and the Bank would have
paid, had he remained employed, for coverage under the Bank’s group long-term disability policy from the date of Executive’s termination of employment until the third anniversary of Executive’s termination of employment, calculated on
the assumption that the cost of such coverage would remain unchanged from that in effect for the year in which Executive’s termination occurred; and (B) the amount that Executive and the Bank would have paid to continue Executive’s
group life insurance coverage, had he remained employed, from the date of Executive’s termination of employment until the third anniversary of Executive’s termination of employment, calculated on the assumption that the cost of such
coverage would remain unchanged from that in effect for the year in which Executive’s termination occurred. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified
retirement plan for the determination of lump sum payments. 

 (d) Termination by Executive for Good Reason
Prior to or More than Two Years After a Change in Control. Executive may terminate his employment hereunder for Good Reason, prior to a Change in Control or after the second anniversary of the most recent Change in Control, upon 90 days’
written notice to the Bank; provided, however, that, if the Bank has corrected the basis for such Good Reason within 30 days after receipt of such notice, Executive may not terminate his employment for Good Reason, and therefore Executive’s
notice of termination will automatically become null and void. At the time Executive’s employment is terminated by Executive for Good Reason (i.e., at the expiration of such notice period), the Term will terminate, all obligations of the Bank
and Executive under Sections 1 through 5 of this Agreement will immediately cease (except for obligations which continue after termination of employment as expressly provided herein), and the Bank will pay Executive at the time specified in
Section 7(g), and Executive will be entitled to receive, the following: 
  

	 	(i)	Executive’s Compensation Accrued at Termination; 

  

	 	(ii)	Cash in an aggregate amount equal to one and one-half (1.5) times the sum of (A) Executive’s Base Salary under Section 4(a) immediately prior to termination plus
(B) an amount equal to the greater of (x) the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for the year of
termination or (y) the portion of Executive’s annual incentive compensation that became payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for the latest year preceding the year of
termination based on performance actually achieved in that latest year. The amount determined to be payable under this Section 7(d)(ii) shall be payable in a lump sum; 


  
 13 










	 	(iii)	In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the
portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator
of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination; 


 

	 	(iv)	Stock options held by Executive at termination, if not then vested and exercisable, will become fully vested and exercisable at the date of such termination, and, in
other respects (including the period following termination during which such options may be exercised), such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted;


  

	 	(v)	Any performance objectives upon which the earning of performance-based restricted stock and deferred stock awards, including outstanding stock plan awards, and other
long-term incentive awards is conditioned shall be deemed to have been met at target level at the date of termination, and restricted stock and deferred stock awards, including outstanding stock plan awards, and other long-term incentive awards (to
the extent then or previously earned, in the case of performance-based awards) shall become fully vested and non-forfeitable at the date of such termination, and, in other respects, such awards shall be governed by the plans and programs and the
agreements and other documents pursuant to which such awards were granted; 

  

	 	(vi)	All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral; 


 

	 	(vii)	All rights under the SERP shall be governed by such plan; and 

  

	 	(viii)	 Upon termination of Executive’s employment hereunder, if Executive is not eligible for retiree coverage under the Bank’s Health Plan or
Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under
the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s
termination of employment) from the date of Executive’s termination of employment until the third anniversary of such date, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of
Executive’s termination of employment. Such lump sum 



  
 14 










	 	
amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 7(g). Such amount shall not be subject to reduction or forfeiture by reason of
any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. In addition, provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to
Executive at the time specified in Section 7(g) a lump sum amount equal on an after-tax basis to the present value of the sum of (A) the amount that Executive and the Bank would have paid, had he remained employed, for coverage under the
Bank’s group long-term disability policy from the date of Executive’s termination of employment until the third anniversary of Executive’s termination of employment, calculated on the assumption that the cost of such coverage would
remain unchanged from that in effect for the year in which Executive’s termination occurred; and (B) the amount that Executive and the Bank would have paid to continue Executive’s group life insurance coverage, had he remained
employed, from the date of Executive’s termination of employment until the third anniversary of Executive’s termination of employment, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect
for the year in which Executive’s termination occurred. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum
payments. 

 If any payment or benefit under this Section 7(d) is based on Base Salary or other level of compensation or
benefits at the time of Executive’s termination and if a reduction in such Base Salary or other level of compensation or benefit was the basis for Executive’s termination for Good Reason, then the Base Salary or other level of compensation
in effect before such reduction shall be used to calculate payments or benefits under this Section 7(d). 
 (e)
Termination by the Bank Without Cause Within Two Years After a Change in Control. The Bank may terminate the employment of Executive hereunder without Cause, simultaneously with or within two years after a Change in Control, upon at least 90
days’ written notice to Executive. The foregoing notwithstanding, the Bank may elect, by written notice to Executive, to terminate Executive’s positions specified in Sections 1 and 3 and all other obligations of Executive and the Bank
under Section 3 at a date earlier than the expiration of such 90-day notice period, if so specified by the Bank in the written notice, provided that Executive shall be treated as an employee of the Bank (without any assigned duties) for all other
purposes of this Agreement, including for purposes of Sections 4 and 5, from such specified date until the expiration of such 90-day period. At the time Executive’s employment is terminated by the Bank (i.e., at the expiration of such notice
period), the Term will terminate, all remaining obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease (except for obligations which continue after termination of employment as expressly provided
herein), and the Bank will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following: 
  

	 	(i)	Executive’s Compensation Accrued at Termination; 


  
 15 










	 	(ii)	Cash in an aggregate amount equal to three times the sum of (A) Executive’s Base Salary under Section 4(a) immediately prior to termination plus
(B) an amount equal to the greater of (x) the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for the year
of termination or (y) the portion of Executive’s annual incentive compensation that became payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for the latest year preceding the year of
termination based on performance actually achieved in that latest year. The amount determined to be payable under this Section 7(e)(ii) shall be paid by the Bank in a lump sum; 


 

	 	(iii)	In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the
portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator
of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination; 


 

	 	(iv)	Stock options held by Executive at termination, if not then vested and exercisable, will become fully vested and exercisable at the date of such termination, and any
such options granted on or after the Effective Date shall remain outstanding and exercisable until the stated expiration date of the Option as though Executive’s employment did not terminate, and, in other respects, such options shall be
governed by the plans and programs and the agreements and other documents pursuant to which such options were granted; 

  

	 	(v)	Any performance objectives upon which the earning of performance-based restricted stock and deferred stock awards, including outstanding stock plan awards, and other
long-term incentive awards is conditioned shall be deemed to have been met at target level at the date of termination, and restricted stock and deferred stock awards, including outstanding stock plan awards, and other long-term incentive awards (to
the extent then or previously earned, in the case of performance-based awards) shall become fully vested and non-forfeitable at the date of such termination, and, in other respects, such awards shall be governed by the plans and programs and the
agreements and other documents pursuant to which such awards were granted; 


  
 16 










	 	(vi)	All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral; 


 

	 	(vii)	All rights under the SERP shall be governed by such plan; and 

  

	 	(viii)	Upon termination of Executive’s employment hereunder, if Executive is not eligible for retiree coverage under the Bank’s Health Plan or Medicare and provided
that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan
that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s termination of
employment) from the date of Executive’s termination of employment until the third anniversary of such date, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s
termination of employment. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 7(g). Such amount shall not be subject to reduction or forfeiture by reason of any coverage
for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. In addition, provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive at the
time specified in Section 7(g) a lump sum amount equal on an after-tax basis to the present value of the sum of (A) the amount that Executive and the Bank would have paid, had he remained employed, for coverage under the Bank’s group
long-term disability policy from the date of Executive’s termination of employment until the third anniversary of Executive’s termination of employment, calculated on the assumption that the cost of such coverage would remain unchanged
from that in effect for the year in which Executive’s termination occurred; and (B) the amount that Executive and the Bank would have paid to continue Executive’s group life insurance coverage, had he remained employed, from the date
of Executive’s termination of employment until the third anniversary of Executive’s termination of employment, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year in which
Executive’s termination occurred. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.


 (f) Termination by Executive for Good Reason Within Two Years After a Change in Control. Executive may
terminate his employment hereunder for Good Reason, simultaneously with or within two years after a Change in Control, upon 90 days’ written notice to the Bank; provided, however, that, if the Bank has corrected the basis for such Good Reason
within 30 days 

  
 17 









 
after receipt of such notice, Executive may not terminate his employment for Good Reason, and therefore Executive’s notice of termination will automatically become null and void. At the time
Executive’s employment is terminated by Executive for Good Reason (i.e., at the expiration of such notice period), the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately
cease (except for obligations which continue after termination of employment as expressly provided herein), and the Bank will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following:

  

	 	(i)	Executive’s Compensation Accrued at Termination; 

  

	 	(ii)	Cash in an aggregate amount equal to three times the sum of (A) Executive’s Base Salary under Section 4(a) immediately prior to termination plus
(B) an amount equal to the greater of (x) the portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for the year
of termination or (y) the portion of Executive’s annual incentive compensation that became payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for the latest year preceding the year of
termination based on performance actually achieved in that latest year. The amount determined to be payable under this Section 7(f)(ii) shall be paid by the Bank in a lump sum; 


 

	 	(iii)	In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the
portion of Executive’s annual target incentive compensation potentially payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for the year of termination, multiplied by a fraction the numerator
of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination; 


 

	 	(iv)	Stock options held by Executive at termination, if not then vested and exercisable, will become fully vested and exercisable at the date of such termination, and any
such options granted on or after the Effective Date shall remain outstanding and exercisable until the stated expiration date of the Option as though Executive’s employment did not terminate, and, in other respects, such options shall be
governed by the plans and programs and the agreements and other documents pursuant to which such options were granted; 

  

	 	(v)	 Any performance objectives upon which the earning of performance-based restricted stock and deferred stock awards, including outstanding stock plan
awards, and other long-term incentive awards is conditioned shall be deemed to have been met at target level at the date of termination, and 



  
 18 










	 	
restricted stock and deferred stock awards, including outstanding stock plan awards, and other long-term incentive awards (to the extent then or previously earned, in the case of
performance-based awards) shall become fully vested and non-forfeitable at the date of such termination, and, in other respects, such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such
awards were granted; 

  

	 	(vi)	All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral; 


 

	 	(vii)	All rights under the SERP shall be governed by such plan; and 

  

	 	(viii)	 Upon termination of Executive’s employment hereunder, if Executive is not eligible for retiree coverage under the Bank’s Health Plan or
Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under
the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s
termination of employment) from the date of Executive’s termination of employment until the third anniversary of such date, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of
Executive’s termination of employment. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 7(g). Such amount shall not be subject to reduction or forfeiture by reason of
any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. In addition, provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive
at the time specified in Section 7(g) a lump sum amount equal on an after-tax basis to the present value of the sum of (A) the amount that Executive and the Bank would have paid, had he remained employed, for coverage under the Bank’s
group long-term disability policy from the date of Executive’s termination of employment until the third anniversary of Executive’s termination of employment, calculated on the assumption that the cost of such coverage would remain
unchanged from that in effect for the year in which Executive’s termination occurred; and (B) the amount that Executive and the Bank would have paid to continue Executive’s group life insurance coverage, had he remained employed, from the
date of Executive’s termination of employment until the third anniversary of Executive’s termination of employment, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year in
which Executive’s termination occurred. For 



  
 19 










	 	
purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.


 If any payment or benefit under this Section 7(f) is based on Base Salary or other level of compensation or benefits at
the time of Executive’s termination and if a reduction in such Base Salary or other level of compensation or benefit was the basis for Executive’s termination for Good Reason, then the Base Salary or other level of compensation in effect
before such reduction shall be used to calculate payments or benefits under this Section 7(f). 
 (g) Other Terms
Relating to Certain Terminations of Employment; Reimbursements; Section 409A Exemptions; Delayed Payments Under Section 409A. 
  

	 	(i)	Whether the Executive has had a termination of employment shall be determined on the basis of all relevant facts and circumstances and with reference to Regulations
Section 1.409A-1(h). 

  

	 	(ii)	Whether a termination is deemed to be at or within two years after a Change in Control for purposes of Sections 7(c), (d), (e), or (f) is determined at the date of
termination, regardless of whether the Change in Control had occurred at the time a notice of termination was given. In the event Executive’s employment terminates for any reason set forth in Section 7(b) through (f), Executive will be
entitled to the benefit of any terms of plans or agreements applicable to Executive which are more favorable than those specified in this Section 7 (except in the case of annual incentives in lieu of which amounts are paid hereunder).


  

	 	(iii)	Amounts payable under this Section 7 following Executive’s termination of employment, other than those expressly payable on a deferred basis, will be paid in
the payroll period next following the payroll period in which termination of employment occurs except as otherwise provided in this Section 7. 

  

	 	(iv)	Any reimbursements made or in-kind benefits provided under this Agreement shall be subject to the following conditions: 


 

	 	(A)	the amount of expenses eligible for reimbursement or in-kind benefits provided in any one taxable year of Executive shall not affect the amount of expenses eligible for
reimbursement or in-kind benefits provided in any other taxable year of Executive; 

  

	 	(B)	the reimbursement of any expense shall be made each calendar quarter not later than the last day of Executive’s taxable year following Executive’s taxable
year in which the expense was incurred (unless this Agreement specifically provides for reimbursement by an earlier date); 

  

	 	(C)	the right to reimbursement of an expense or payment of an in-kind benefit shall not be subject to liquidation or exchange for another benefit. 



  
 20 









 In addition, with respect to any reimbursement made under Section 6(b)(v) for expenses
for medical coverage purchased by Executive’s spouse, any such reimbursement made during the period of time Executive’s spouse or dependents would be entitled to continuation coverage under the Bank’s Health Plan pursuant to COBRA if
Executive’s spouse or dependents had elected such coverage and paid the applicable premiums shall be exempt from Section 409A of the Code and the six-month delay in payment described herein below pursuant to
Section 1.409A-1(b)(9)(v)(B) of the Regulations. 
  

	 	(v)	Executive’s right to reimbursements under this Agreement shall be treated as a right to a series of separate payments under Section 1.409A- 2(b)(2)(iii) of
the Regulations. 

  

	 	(vi)	Any tax gross-up payments made under this Agreement, within the meaning provided by Section 1.409A-3(i)(1)(v) of the Regulations, shall be made by the end of
Executive’s taxable year next following Executive’s taxable year in which he remits the related taxes (unless this Agreement specifically provides for payment by an earlier date). 


 

	 	(vii)	It is intended that payments made under this Agreement due to Executive’s termination of employment which are paid on or before the 15th day of the third month
following the end of Executive’s taxable year in which his termination of employment occurs shall be exempt from compliance with Section 409A of the Code pursuant to the exemption for short-term deferrals set forth in
Section 1.409A-1(b)(4) of the Regulations (the “Exempt Short-Term Deferral Payments”); and that payments under this Agreement, other than Exempt Short-Term Deferral Payments, that are made on or before the last day of the second
taxable year following the taxable year in which Executive terminates employment in an aggregate amount not exceeding two times the lesser of: (A) the sum of Executive’s annualized compensation based on his annual rate of pay for the
taxable year preceding the taxable year in which he terminates employment (adjusted for any increase during that year that was expected to continue indefinitely if he had not terminated employment); or (B) the maximum amount that may be taken
into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive terminates employment shall be exempt from compliance with Section 409A of the Code pursuant to the exception for payments under
a separation pay plan as set forth in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. If, under the terms of this Agreement, it is possible for a payment that is subject to Section 409A to be made in two separate taxable years,
payment shall be made in the later taxable year. 


  
 21 










	 	(viii)	Anything in this Agreement to the contrary notwithstanding, payments to be made under this Agreement upon termination of Executive’s employment which are subject
to Section 409A of the Code shall be delayed for six months following such termination of employment if Executive is a Specified Employee as defined in Section 8(g) on the date of his termination of employment. Any payment or reimbursement
due within such six-month period shall be delayed to the end of such six- month period. The Bank will adjust the payment or reimbursement to reflect the deferred payment date by multiplying the payment or reimbursement by the product of the
six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment or reimbursement would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by
which such payment or reimbursement was delayed and the denominator of which is 365. In the event of a reimbursement that is required by other terms of this Agreement to be made on an after-tax basis and which is subject to the six-month delay
provided herein, the reimbursement as adjusted in accordance with this Section 7(g) to reflect the deferred payment date shall be paid to Executive on an after-tax and fully grossed-up basis so that Executive is held economically harmless. The
Bank will pay the adjusted payment or reimbursement at the beginning of the seventh month following Executive’s termination of employment. Notwithstanding the foregoing, if calculation of the amounts payable by any payment date specified in
this Section 7(g) is not administratively practicable due to events beyond the control of Executive (or Executive’s beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively
practicable in compliance with Section 409A of the Code and the Regulations thereunder. In the event of Executive’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which
Executive’s death occurs. 

 8. Definitions Relating to Termination Events. 

(a) “Cause.” For purposes of this Agreement, “Cause” shall mean: 

 

	 	(i)	engaging in any act or acts of dishonesty or morally reprehensible conduct or committing any act or acts that constitute a felony, whether or not relating to the
Company, the Bank or their affiliates; 

  

	 	(ii)	attempting to obtain personal gain, profit or enrichment at the expense of the Company, the Bank or their affiliates, or from any transaction in which Executive has an
interest which is adverse to the interest of the Company, the Bank or their affiliates, unless Executive shall have obtained the prior written consent of the Chairman of the Boards; 


  
 22 










	 	(iii)	willful and continued failure to perform the reasonable duties assigned to Executive within the scope of Executive’s responsibilities hereunder, the reasonable
policies, standards or regulations of the Company, the Bank or their affiliates as the same shall from time to time exist, provided Executive shall have received at least one written notice in writing from the Company, the Bank or their affiliates
of such failure and such failure shall continue or recur 10 or more days after such notice; 

  

	 	(iv)	acting in a manner that Executive intends, believes or reasonably should foresee to be materially detrimental or damaging to the Company’s, the Bank’s or
their affiliates’ reputation, business operations or relations with their employees, suppliers or customers; or 

  

	 	(v)	committing any material breach of this Agreement or any other written agreement between Executive and either the Company, the Bank or their affiliates.


 (b) “Change in Control.” For purposes of this Agreement, a “Change in Control” shall
be deemed to have occurred if, during the term of this Agreement: 
  

	 	(i)	the Company, or the mutual holding company parent of the Company, whether it remains a mutual holding company or converts to the stock form of organization (the
“Mutual Holding Company”), merges into or consolidates with another corporation, or merges another corporation into the Company or the Mutual Holding Company, and as a result, with respect to the Company, less than a majority of the
combined voting power of the resulting corporation immediately after the merger or consolidation is held by “Persons” as such term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) who were stockholders of the Company immediately before the merger or consolidation or, with respect to the Mutual Holding Company, less than a majority of the directors of the resulting corporation immediately after the
merger or consolidation were directors of the Mutual Holding Company immediately before the merger or consolidation; 

  

	 	(ii)	following a conversion of the Mutual Holding Company to the stock form of organization, any Person (other than any trustee or other fiduciary holding securities under
an employee benefit plan of the Bank or the Company), becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the resulting corporation representing 50% or more of the
combined voting power of the resulting corporation’s then-outstanding securities; 


  
 23 










	 	(iii)	during any period of twenty-four months (not including any period prior to the Effective Date of this Agreement), individuals who at the beginning of such period
constitute the board of directors of the Company, and any new director (other than (A) a director nominated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections (8)(b)(i), (ii) or
(iv) hereof, (B) a director nominated by any Person (including the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if
consummated would constitute a Change in Control or (C) a director nominated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the
Company’s securities) whose election by the board of directors of the Company or nomination for election by the Company’s stockholders was approved in advance by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; 


 

	 	(iv)	the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets and such plan or agreement is consummated; or 

  

	 	(v)	the board of directors of the Company adopts a resolution to the effect that, for purposes of this Agreement, a Change in Control has occurred.


 (c) “Compensation Accrued at Termination.” For purposes of this Agreement, “Compensation
Accrued at Termination” means the following: 
  

	 	(i)	The unpaid portion of annual base salary at the rate payable, in accordance with Section 4(a) hereof, at the date of Executive’s termination of employment,
pro-rated through such date of termination, payable in a lump sum at the time specified in Section 6(d) or 7(g) as the case may be; 

  

	 	(ii)	All vested, nonforfeitable amounts owing or accrued at the date of Executive’s termination of employment under any compensation and benefit plans, programs, and
arrangements set forth or referred to in Sections 4(b) and 5(a) and 5(b) hereof (including any earned and vested annual incentive compensation and long-term incentive award) in which Executive theretofore participated, payable in accordance with the
terms and conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such compensation and benefits were granted or accrued; and 


 

	 	(iii)	Reasonable business expenses and disbursements incurred by Executive prior to Executive’s termination of employment, to be reimbursed to Executive, as authorized
under Section 5(f), in accordance the Company’s reimbursement policies as in effect at the date of such termination, and payable in a lump sum in accordance with Section 7(g). 


  
 24 









 (d) “Disability.” For purposes of this Agreement, “Disability”
shall have the meaning ascribed to it by Section 409A of the Code and the Regulations. 
 (e) “Good
Reason.” For purposes of this Agreement, “Good Reason” shall mean, without Executive’s express written consent, the occurrence of any of the following circumstances provided that Executive shall have given notice of such
circumstance(s) to the Bank within a period not to exceed 90 days of the initial existence of such circumstance(s) and the Bank shall not have remedied such circumstance(s) within 30 days after receipt of such notice: 

 

	 	(i)	(A) a reduction by the Bank in Executive’s Base Salary greater than fifteen percent (15%) of the Base Salary in effect for the immediately preceding calendar
year, (B) the setting of Executive’s annual target incentive opportunity or payment of earned annual incentive not in material conformity with Section 4 hereof, (C) a change in compensation or benefits not in material conformity
with Section 5, or (D) a material reduction, after a Change in Control, in perquisites from the level of such perquisites as in effect immediately prior to the Change in Control or as the same may have been increased from time to time
after the Change in Control, except for across-the-board perquisite reductions similarly affecting all senior executives of the Bank and all senior executives of any Person in control of the Company; 


 

	 	(ii)	the failure by the Bank to pay to Executive any material portion of Executive’s compensation or to pay to Executive any material portion of an installment of
deferred compensation under any deferred compensation program of the Bank within a reasonable time after the date such compensation is due; 

  

	 	(iii)	the failure by the Bank to continue in effect any material compensation or benefit plan in which Executive participated immediately prior to a Change in Control, unless
an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Bank to continue Executive’s participation therein (or in such substitute or alternative plan) on a
basis not materially less favorable, both in terms of the amounts of compensation or benefits provided and the level of Executive’s participation relative to other participants, as existed at the time of the Change in Control;



  
 25 










	 	(iv)	the failure of the Bank to obtain a satisfactory agreement from any successor to the Bank, the Company or the Mutual Holding Company to fully assume the Bank’s and
the Company’s obligations and to perform under this Agreement, as contemplated in Section 12(b) hereof, in a form reasonably acceptable to Executive; or 


 

	 	(v)	any other failure by the Bank or the Company to perform any material obligation under, or breach by the Bank or the Company of any material provision of, this
Agreement; 

 provided, however, that a forfeiture under Section 10(f), (g), or (h) shall not constitute “Good
Reason.” 
 (f) “Potential Change in Control.” For purposes of this Agreement, a “Potential Change in
Control” shall be deemed to have occurred if, during the term of this Agreement: 
  

	 	(i)	the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; 


 

	 	(ii)	any Person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or


  

	 	(iii)	the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred. 


(g) “Specified Employee.” For purposes of this Agreement, a “Specified Employee” shall mean an employee of the
Bank, at a time when any stock of the Company is publicly traded on an established securities market or otherwise, who satisfies the requirements for being designated a “key employee” under Section 416(i)(1)(A)(i), (ii) or
(iii) of the Code without regard to Section 416(i)(5) of the Code at any time during a calendar year, in which case such employee shall be considered a Specified Employee for the twelve-month period beginning on the first day of the fourth
month immediately following the end of such calendar year. In the event of any corporate spinoff or merger, the determination of which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without
regard to Section 416(i)(5) of the Code for any calendar year shall be determined in accordance with Regulations Section 1.409A-1(i)(6). 
 9. Limitation on Change in Control Payments. 
 In the event that:

 (a) the aggregate payments or benefits to be made to you pursuant to this Agreement, together with other payments and
benefits which you have a right to receive from the Bank, which are deemed to be parachute payments as defined in Section 280G of the Code (the “Termination Benefits”), would be deemed to include an “excess parachute payment”
under Section 280G of the Code; and 

  
 26 









 (b) if such Termination Benefits were reduced to an amount (the “Non-Triggering
Amount”), the value of which is one dollar ($1.00) less than an amount equal to three times your “base amount,” as determined in accordance with said Section 280G, and the Non-Triggering Amount less the product of the marginal
rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (A) the amount of tax required to be paid by you by
Section 4999 of the Code and further minus (B) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, 
 then the Termination Benefits shall be reduced to the Non-Triggering Amount. The reduction required hereby among the Termination Benefits shall be allocated to the payments and benefits set forth in
Sections 7(c), 7(d), 7(e), and 7(f), as applicable, in the following order until the reduction is fully accomplished: Subsection (ii), (iii) and (viii) of Sections 7(c), 7(d), 7(e), and 7(f), as applicable. If, however, the reduction
cannot be fully accomplished after using the order in the prior sentence, the reduction shall be allocated to any other remaining payments or benefits at the Bank’s discretion. 
 10. Non-Competition and Non-Disclosure; Executive Cooperation; Non-Disparagement; Certain Forfeitures. 
 (a) Non-Competition. In consideration for the compensation and benefits provided under this Agreement, including without limitation, the compensation and benefits provided under Sections 7(e) and
(f), without the consent in writing of the Board, Executive will not, at any time during the Term and for a period of two years following termination of Executive’s employment for any reason, acting alone or in conjunction with others, directly
or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business of any savings bank, savings and loan association, savings and loan holding company, bank, bank holding
company, or other institution engaged in the business of accepting deposits or making loans, or any direct or indirect subsidiary or affiliate of any such entity, that conducts business in any county in which the Company or the Bank maintains an
office as of Executive’s date of termination or had plans to open an office within six months after Executive’s date of termination; (ii) induce any customers of the Bank or any of its affiliates with whom Executive has had contacts or
relationships, directly or indirectly, during and within the scope of his employment with the Bank, to curtail or cancel their business with the Bank or any such affiliate; (iii) induce, or attempt to influence, any employee of the Bank or any of
its affiliates to terminate employment; or (iv) solicit, hire or retain as an employee or independent contractor, or assist any third party in the solicitation, hire, or retention as an employee or independent contractor, any person who during the
previous twelve months was an employee of the Bank or any affiliate; provided, however, that the limitation contained in clause (i) above shall not apply if Executive’s employment is terminated as a result of a termination by the Company
without Cause within two years following a Change in Control or is terminated by Executive for Good Reason within two years following a Change in Control or is terminated by Executive other than for Good Reason as provided in Section 7(b) and,
provided further, that activities engaged in by or on behalf of the Bank are not restricted by this covenant. The provisions of subparagraphs (i), (ii), (iii), and (iv) above are separate and distinct commitments independent of each of the other
subparagraphs. It is agreed that the ownership of not more than 

  
 27 









 
one percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with
clause (i) of this Section 10(a). 
 (b) Non-Disclosure: Ownership of Work. Executive shall not, at any time
during the Term and thereafter (including following Executive’s termination of employment for any reason), disclose, use, transfer, or sell, except in the course of employment with or other service to the Bank or the Company, any proprietary
information, secrets, organizational or employee information, or other confidential information belonging or relating to the Bank or the Company and its affiliates and customers so long as such information has not otherwise been disclosed or is not
otherwise in the public domain, except as required by law or pursuant to legal process. In addition, upon termination of employment for any reason, Executive will return to the Company or its affiliates all documents and other media containing
information belonging or relating to the Bank and the Company or its affiliates. 
 (c) Cooperation With Regard to
Litigation. Executive agrees to cooperate with the Bank and the Company, during the Term and thereafter (including following Executive’s termination of employment for any reason), by making himself available to testify on behalf of the Bank
or the Company or any subsidiary or affiliate of the Bank or the Company, in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Bank and the Company, or any subsidiary or affiliate of the
Company, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Bank or the Company, or any subsidiary or affiliate of the
Company, as requested. The Bank agrees to reimburse Executive, on an after tax basis each calendar quarter, for all expenses actually incurred in connection with his provision of testimony or assistance in accordance with the provisions of
Section 7(g) of this Agreement but not later than the last day of the year in which the expense was incurred. 
 (d)
Non-Disparagement. Executive shall not, at any time during the Term and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly
or indirectly, disparage the Bank or the Company or any of its subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations. Notwithstanding the foregoing, nothing in this Agreement shall
preclude Executive from making truthful statements that are required by applicable law, regulation or legal process. 
 (e)
Release of Employment Claims. Executive agrees, as a condition to receipt of any termination payments and benefits provided for in Sections 6 and 7 herein (other than Compensation Accrued at Termination), that he will execute a general
release agreement, in substantially the form set forth in Attachment A to this Agreement, releasing any and all claims arising out of Executive’s employment other than enforcement of this Agreement and rights to indemnification under any
agreement, law, Bank or Company organizational document or policy, or otherwise. The Bank will provide Executive with a copy of such release simultaneously with or as soon as administratively practicable following the delivery of the notice of
termination provided in Sections 6 and 7 of this Agreement, but not later than 21 days before (45 days before if Executive’s termination is part of an exit incentive or other employment termination program


  
 28 









 
offered to a group or class of employees) Executive’s termination of employment. Executive shall deliver the executed release to the Bank eight days before the date provided in
Section 7(g) of this Agreement for the payment of the termination payments and benefits payable under Sections 6 and 7 of this Agreement. 
 (f) Forfeiture of Outstanding Options. The provisions of Sections 6 and 7 notwithstanding, if Executive willfully and materially fails to substantially comply with any restrictive covenant under
this Section 10 or willfully and materially fails to substantially comply with any material obligation under this Agreement, all options to purchase common stock granted by the Company and then held by Executive or a transferee of Executive
shall be immediately forfeited and thereupon such options shall be cancelled. Notwithstanding the foregoing, Executive shall not forfeit any option unless and until there shall have been delivered to him, within six months after the Board
(i) had knowledge of conduct or an event allegedly constituting grounds for such forfeiture and (ii) had reason to believe that such conduct or event could be grounds for such forfeiture, a copy of a resolution duly adopted by a majority
affirmative vote of the membership of the Board (excluding Executive) at a meeting of the Board called and held for such purpose (after giving Executive reasonable notice specifying the nature of the grounds for such forfeiture and not less than 30
days to correct the acts or omissions complained of, if correctable, and affording Executive the opportunity, together with his counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Executive has engaged and
continues to engage in conduct set forth in this Section 10(f) which constitutes grounds for forfeiture of Executive’s options; provided, however, that if any option is exercised after delivery of such notice and the Board subsequently
makes the determination described in this sentence, Executive shall be required to pay to the Company an amount equal to the difference between the aggregate value of the shares acquired upon such exercise at the date of the Board determination and
the aggregate exercise price paid by Executive. Any such forfeiture shall apply to such options notwithstanding any term or provision of any option agreement. In addition, options granted to Executive on or after the Effective Date, and gains
resulting from the exercise of such options, shall be subject to forfeiture in accordance with the Company’s standard policies relating to such forfeitures and clawbacks, as such policies are in effect at the time of grant of such options.

 (g) Forfeiture of Certain Bonuses and Profits. If the Company is required to prepare an accounting restatement due to
the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, Executive shall reimburse the Bank for (i) any bonus or other incentive based or equity-based compensation
received by Executive during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and
(ii) any profits realized from the sale of securities of the Company during that 12-month period. 
 (h) Forfeiture Due
to Regulatory Restrictions. Anything in this Agreement or the SERP to the contrary notwithstanding, (i) any payments made pursuant to this Agreement or the SERP shall be subject to and conditioned upon compliance with 12 U.S.C.
§1828(k) and any regulations promulgated thereunder; and (ii) payments contemplated to be made by the Bank pursuant to this Agreement or the SERP shall not be immediately payable to the extent such payments are barred or prohibited by an
action or order issued by the Connecticut Banking Commissioner or the Federal Deposit Insurance Corporation. 
 (i)
Survival. The provisions of this Section 10 shall survive the termination of the Term and any termination or expiration of this Agreement. 

  
 29 









 11. Governing Law; Disputes. 

(a) Governing Law. This Agreement and the rights and obligations of the Company, the Bank and Executive are governed by and are to
be construed, administered, and enforced in accordance with the laws of the State of Connecticut, without regard to conflicts of law principles. If under the governing law, any portion of this Agreement is at any time deemed to be in conflict with
any applicable statute, rule, regulation, ordinance, or other principle of law, such portion shall be deemed to be modified or altered to the extent necessary to conform thereto or, if that is not possible, to be omitted therefrom. The invalidity of
any such portion shall not affect the force, effect, and validity of the remaining portion thereof. If any court determines that any provision of Section 10 of this Agreement is unenforceable because of the duration or geographic scope of such
provision, it is the parties’ intent that such court shall have the power to modify the duration or geographic scope of such provision, as the case may be, to the extent necessary to render the provision enforceable and, in its modified form,
such provision shall be enforced. Anything in this Agreement to the contrary notwithstanding, the terms of this Agreement shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the
Regulations so as not to subject Executive to the payment of any tax penalty or interest which may be imposed by Section 409A of the Code and the Bank shall have no right to accelerate or make any payment under this Agreement except to the
extent such action would not subject Executive to the payment of any tax penalty or interest under Section 409A of the Code. If all or a portion of the benefits and payments provided under this Agreement constitute taxable income to Executive
for any taxable year that is prior to the taxable year in which such payments and/or benefits are to be paid to Executive as a result of the Agreement’s failure to comply with the requirements of Section 409A of the Code and the
Regulations, the applicable payment or benefit shall be paid immediately to Executive to the extent such payment or benefit is required to be included in income. If Executive becomes subject to any tax penalty or interest under Section 409A of
the Code by reason of this Agreement, the Bank shall reimburse Executive on a fully grossed-up and after-tax basis for any such tax penalty or interest (so that Executive is held economically harmless) ten business days prior to the date such tax
penalty or interest is due and payable by Executive to the government. 
 (b) Dispute Resolution. 

 

	 	(i)	 Negotiation. The Bank and the Company (collectively, the “Employer”) and Executive shall attempt in good faith to resolve any dispute
arising out of or relating to this Agreement promptly by negotiation between the Chief Executive Officer of the Bank and Executive. Any party may give the other party written notice of any dispute in accordance with the notice procedures set forth
in Section 12(d). Within 15 days after delivery of the notice, the receiving party shall submit to the other, in accordance with the 



  
 30 










	 	
notice procedures set forth in Section 12(d), a written response. The notice and response shall include a statement of that party’s position and summary of arguments supporting that
position. Within 30 days after delivery of the initial notice, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All negotiations pursuant to
this clause (i) are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. The Bank and Executive shall each bear their own legal fees, costs and expenses, if any, arising in
connection with negotiations pursuant to this Section 11(b). 

  

	 	(ii)	Mediation. If the dispute has not been resolved by negotiation as provided herein within 45 days after delivery of the initial notice of negotiation, or if the
parties failed to meet within 30 days after delivery, the parties shall endeavor to settle the dispute by mediation under the CPR Mediation Procedure then currently in effect; provided, however, that if one party fails to participate in the
negotiation as provided herein, the other party can initiate mediation prior to the expiration of the 45 days. Unless otherwise agreed, the parties will select a mediator from the CPR Panels of Distinguished Neutrals. The Bank and Executive shall
each bear their own legal fees, costs and expenses, if any, arising in connection with mediation pursuant to this Section 11 (b) and shall equally divide the forum fees and cost of the mediator. 


 

	 	(iii)	Arbitration. Any dispute arising under or in connection with this Agreement which has not been resolved by mediation as provided herein within 45 days after
initiation of the mediation procedure, shall be finally resolved by arbitration in accordance with the CPR Rules for Non- Administered Arbitration then currently in effect, by three independent and impartial arbitrators, of whom each party shall
designate one; provided, however, that if one party fails to participate in either the negotiation or mediation as agreed herein, the other party can commence arbitration prior to the expiration of the time periods set forth above. The arbitration
shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be Hartford, Connecticut.
For purposes of entering any judgment upon an award rendered by the arbitrators, the Company, the Bank and Executive hereby consent to the jurisdiction of any or all of the following courts: (i) the United States District Court for the District
of Connecticut, (ii) any of the courts of the State of Connecticut, or (iii) any other court having jurisdiction. The Company, the Bank and Executive hereby agree that a judgment upon an award rendered by the arbitrators may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by law. The Bank and Executive shall each bear their own legal fees, costs and expenses arising in connection with any arbitration proceeding pursuant to this
Section 11(b) and shall equally divide the forum fees and cost of the arbitrator. 


  
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 (c) Interest on Unpaid Amounts. Any amount which has become payable pursuant to the
terms of this Agreement or any decision by arbitrators or judgment by a court of law pursuant to this Section 11 but which has not been timely paid shall bear interest at the prime rate in effect at the time such amount first becomes payable,
as quoted by the Bank, except as otherwise provided in Sections 5(g), 6(d) and 7(g) of this Agreement (concerning interest payable with respect to certain delayed payments that are subject to Section 409A of the Code). 

12. Miscellaneous. 
 (a)
Integration. This Agreement cancels and supersedes any and all prior employment agreements and understandings between the parties hereto with respect to the employment of Executive by the Bank, any parent or predecessor company, and the
Company’s subsidiaries during the Term, except for contracts relating to compensation under executive compensation and employee benefit plans of the Bank. This Agreement constitutes the entire agreement among the parties with respect to the
matters herein provided, and no modification or waiver of any provision hereof shall be effective unless in writing and signed by the parties hereto. Executive shall not be entitled to any payment or benefit under this Agreement which duplicates a
payment or benefit received or receivable by Executive under any prior agreements and understandings or under any benefit or compensation plan of the Bank which are in effect. 
 (b) Successors; Transferability. The Bank and the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Bank or the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Bank and the Company would be required to perform it if no such succession had taken
place. 
 As used in this Agreement, “Bank “and “Company” shall mean the Bank and the Company respectively
as hereinbefore defined and any successor to its or their business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise and, in the case of an acquisition of the Bank or the Company in which
the corporate existence of the Bank or the Company, as the case may be, continues, the ultimate parent company following such acquisition. Subject to the foregoing, the Bank and the Company may transfer and assign this Agreement and the Bank’s
and the Company’s rights and obligations hereunder. Neither this Agreement nor the rights or obligations hereunder of the parties hereto shall be transferable or assignable by Executive, except in accordance with the laws of descent and
distribution or as specified in Section 12(c). 
 (c) Beneficiaries. Executive shall be entitled to designate (and
change, to the extent permitted under applicable law) a beneficiary or beneficiaries to receive any compensation or benefits provided hereunder following Executive’s death. 

(d) Notices. Whenever under this Agreement it becomes necessary to give notice, such notice shall be in writing, signed by the
party or parties giving or making the same, and 

  
 32 









 
shall be served on the person or persons for whom it is intended or who should be advised or notified, by Federal Express or other similar overnight service or by certified or registered mail,
return receipt requested, postage prepaid and addressed to such party at the address set forth below or at such other address as may be designated by such party by like notice: 
 If to the Bank or the Company: 
 ROCKVILLE BANK 

1645 Ellington Road 
 South Windsor, CT 06074 
 Att: Chief Executive Officer 

If to Executive: 

Mr. Eric R. Newell 
 265 Marion Street 
 New Haven, CT 06512 

If the parties by mutual agreement supply each other with telecopier numbers for the purposes of providing notice by facsimile, such
notice shall also be proper notice under this Agreement. In the case of Federal Express or other similar overnight service, such notice or advice shall be effective when sent, and, in the cases of certified or registered mail, shall be effective two
days after deposit into the mails by delivery to the U.S. Post Office. 
 (e) Reformation. The invalidity of any portion
of this Agreement shall not be deemed to render the remainder of this Agreement invalid. 
 (f) Headings. The headings of
this Agreement are for convenience of reference only and do not constitute a part hereof. 
 (g) No General Waivers. The
failure of any party at any time to require performance by any other party of any provision hereof or to resort to any remedy provided herein or at law or in equity shall in no way affect the right of such party to require such performance or to
resort to such remedy at any time thereafter, nor shall the waiver by any party of a breach of any of the provisions hereof be deemed to be a waiver of any subsequent breach of such provisions. No such waiver shall be effective unless in writing and
signed by the party against whom such waiver is sought to be enforced. 
 (h) No Obligation To Mitigate. Executive shall
not be required to seek other employment or otherwise to mitigate Executive’s damages upon any termination of employment, and any compensation or benefits received from any other employment of Executive shall not mitigate or reduce the
obligations of the Bank and the Company or the rights of Executive hereunder. 

  
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 (i) Offsets; Withholding. The amounts required to be paid by the Bank to Executive
pursuant to this Agreement shall not be subject to offset other than with respect to any amounts that are owed to the Bank by Executive due to his receipt of funds as a result of his fraudulent activity. The foregoing and other provisions of this
Agreement notwithstanding, all payments to be made to Executive under this Agreement, including under Sections 6 and 7, or otherwise by the Bank, will be subject to withholding to satisfy required withholding taxes and other required deductions.

 (j) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of Executive, his
heirs, executors, administrators and beneficiaries, and shall be binding upon and inure to the benefit of the Bank and the Company and their successors and assigns. 
 (k) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 

13. Indemnification. 

All rights to indemnification by the Bank or the Company now existing in favor of Executive as provided in the Bank’s and the
Company’s Certificate of Incorporation or By-laws or pursuant to other agreements in effect on or immediately prior to the Effective Date shall continue in full force and effect from the Effective Date (including all periods after the
expiration of the Term), and the Bank and the Company shall also advance expenses for which indemnification may be ultimately claimed as such expenses are incurred to the fullest extent permitted under applicable law and in accordance with Section
7(g); provided, however, that any determination required to be made with respect to whether Executive’s conduct complies with the standards required to be met as a condition of indemnification or advancement of expenses under applicable law and
the Bank’s or the Company’s Certificate of Incorporation, By-laws, or other agreement shall be made by independent counsel mutually acceptable to Executive and the Company (except to the extent otherwise required by law). After the date
hereof, the Bank and the Company shall not amend its Certificate of Incorporation or By-laws or any agreement in any manner which adversely affects the rights of Executive to indemnification thereunder. Any provision contained herein
notwithstanding, this Agreement shall not limit or reduce any rights of Executive to indemnification pursuant to applicable law. In addition, the Company will maintain directors’ and officers’ liability insurance in effect and covering
acts and omissions of Executive during the Term and for a period of six years thereafter on terms substantially no less favorable than those in effect on the date of execution of this Agreement. 

  
 34 









 IN WITNESS WHEREOF, Executive has hereunto set his hand and the Bank and the Company have
each caused this instrument to be duly executed this 3 day of January, 2013. 
  

					
	ROCKVILLE BANK
		
	By:	 	




		 	Name:	 	Richard J. Trachimowicz
		 	Title:	 	EVP, Human Capital & Organizational Development
	
	ROCKVILLE FINANCIAL, INC.
		
	By:	 	




		 	Name:	 	Richard J. Trachimowicz
		 	Title:	 	EVP, Human Capital & Organizational Development
	
	




	Eric R. Newell



  
 35 









 ATTACHMENT A 
 RELEASE 
 We advise you to consult an attorney before you sign this
Release. You have until the date which is seven (7) days after the Release is signed and returned to Rockville Bank to change your mind and revoke your Release. Your Release shall not become effective or enforceable until after that date.

 In consideration for the benefits provided under your Employment Agreement with Rockville Bank effective as of January 2, 2013 (the
“Employment Agreement”), and more specifically enumerated in Exhibit 1 hereto, by your signature below, you, for yourself and on behalf of your heirs, executors, agents, representatives, successors and assigns, hereby release and forever
discharge the Rockville Financial, Inc., its past and present parent corporations, subsidiaries, divisions, subdivisions, affiliates and related companies (collectively, the “Company”) and the Company’s past, present and future
agents, directors, officers, employees, representatives, successors and assigns (hereinafter “those associated with the Company”) with respect to any and all claims, demands, actions and liabilities, whether in law or equity, which you may
have against the Company or those associated with the Company of whatever kind, including but not limited to those arising out of your employment with the Company or the termination of that employment. You agree that this release covers, but is not
limited to, claims arising under the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans with Disabilities Act of 1990, 42
U.S.C. § 12101 et seq., the Fair Labor Standards Act, 29 U.S.C. § 201 et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Connecticut Fair Employment Practices Act, C.G.S.
§ 46a-51 et seq., and any other local, state or federal law, regulation or order dealing with discrimination in employment on the basis of sex, race, color, national origin, veteran status, marital status, religion, disability, handicap,
or age. You also agree that this release includes claims based on wrongful termination of employment, breach of contract (express or implied), tort, or claims otherwise related to your employment or termination of employment with the Company and any
claim for attorneys’ fees, expenses or costs of litigation. 
 This Release covers all claims based on any facts or events, whether known
or unknown by you, that occurred on or before the date of this Release. Except to enforce this Release, you agree that you will never commence, prosecute, or cause to be commenced or prosecuted any lawsuit or proceeding of any kind against the
Company or those associated with the Company in any forum and agree to withdraw with prejudice all complaints or charges, if any, that you have filed against the Company or those associated with the Company. 

Anything in this Release to the contrary notwithstanding, this Release does not include a release of: (i) your rights under the Employment Agreement
or your right to enforce the Employment Agreement; (ii) any rights you may have to indemnification under any agreement, law, Company organizational document or policy, or otherwise; (iii) any rights you may have to benefits under the
Company’s benefit plans; or (iv) your right to enforce this Release. 







 By signing this Release, you further agree as follows: 

i. You have read this Release carefully and fully understand its terms; 

ii. You have had at least twenty-one (21) days to consider the terms of the Release; 

iii. You have seven (7) days from the date you sign this Release to revoke it by written notification to the Company. After this
seven (7) day period, this Release is final and binding and may not be revoked; 
 iv. You have been advised to seek legal
counsel and have had an opportunity to do so; 
 v. You would not otherwise be entitled to the benefits provided under your
Employment Agreement had you not agreed to execute this Release; and 
 vi. Your agreement to the terms set forth above is
voluntary. 
  

									
	Name:	 	  
	 		 		 	
					
	Signature:	 	  
	 		 	Date:	 	  

					
	Received By:	 	  
	 		 	Date:	 	  



  
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