Exhibit
10.7


FORM
OF

BRADFORD BANK

EMPLOYMENT AGREEMENT


THIS AGREEMENT (the “Agreement”), made this
_____ day of _____________, 2007, by and between BRADFORD BANK, a federally chartered
savings bank (the “Bank”), and [Name] (“Executive”).


WHEREAS, Executive serves in a position of
substantial responsibility; and


WHEREAS, the Bank wishes to assure
Executive’s services for the term of this Agreement; and


WHEREAS, Executive is willing to serve in
the employ of the Bank during the term of this Agreement.


NOW, THEREFORE, in consideration of the
mutual covenants contained in this Agreement, and upon the other terms and
conditions provided for in this Agreement, the parties hereby agree as follows:


1.             Employment.   The Bank will employ Executive as [position].  Executive
will perform all duties and shall have all powers commonly incident to his
position including [position details],
or which, consistent with his position, the Board of Directors of the Bank (the
“Board”) delegates to Executive. 
Executive also agrees to serve, if elected, as an officer and/or
director of any subsidiary or affiliate of the Bank and to carry out the duties
and responsibilities reasonably appropriate to those offices.


2.             Location
and Facilities. 
The Bank will furnish Executive with the working facilities and staff
customary for executive officers with the titles and duties set forth in
Section 1 and as are necessary for him to perform his duties.  The location of such facilities and staff
shall be at the principal administrative offices of the Bank, or at such other
site or sites customary for such offices.


3.             Term.


a.                                       The
term of this Agreement shall include: (i) the initial term, consisting of the
period commencing on the date of this Agreement (the “Effective Date”) and
ending on the third anniversary of the Effective Date, plus (ii) any and all
extensions of the initial term made pursuant to this Section 3.


b.                                      Commencing
on the first anniversary of the Effective Date and continuing on each
anniversary of the Effective Date thereafter, the disinterested members of the
Board may extend the Agreement term for an additional year, so that the
remaining term of the Agreement again becomes thirty-six (36) months, unless
Executive elects not to extend the term of this Agreement by giving written
notice in accordance with Section 18 of this Agreement.  The Board will review the Agreement and
Executive’s performance annually for purposes of determining whether to extend
the Agreement term and will include the rationale and results of its review in
the minutes of its meeting.  The Board
will notify Executive as soon as possible after its annual review whether it
has determined to extend the Agreement.


4.             Base
Compensation.


a.                                       For
his services as [position], the Bank agrees to pay
Executive an annual base salary at the rate of $[amount]
per year, payable in accordance with customary payroll practices.












b.                                      During
the term of this Agreement, the Board will review the level of Executive’s base
salary at least annually, based upon factors deemed relevant, in order to
determine Executive’s base salary through the remaining term of the Agreement.


5.             Bonuses.  Executive will participate in discretionary
bonuses or other incentive compensation programs that the Bank may sponsor for
or award from time to time to senior management employees.


6.             Benefit
Plans.  Executive
will participate in life insurance, medical, dental, pension, profit sharing,
retirement and stock-based compensation plans and other programs and
arrangements that the Bank may sponsor or maintain for the benefit of its
employees at a level comparable to other senior management employees.


7.             Vacations
and Leave.


a.                                       Executive
may take vacations and other leave in accordance with the Bank’s policy for
senior executives, or otherwise as approved by the Board.


b.                                      In
addition to paid vacations and other leave, the Board may grant Executive a
leave or leaves of absence, with or without pay, at such time or times and upon
such terms and conditions as the Board, in its discretion, may determine.


8.             Expense
Payments and Reimbursements.  The
Bank will reimburse Executive for all reasonable out-of-pocket
business expenses incurred in connection with his services under this Agreement
upon substantiation of such expenses in accordance with applicable policies of
the Bank.


9.             Loyalty
and Confidentiality.


a.                                       During the term of this Agreement,
Executive will devote all his business time, attention, skill, and efforts to
the faithful performance of his duties under this Agreement; provided, however,
that from time to time, Executive may serve on the boards of directors of, and
hold any other offices or positions in, companies or organizations that will
not present any conflict of interest with the Bank or any of its subsidiaries
or affiliates, unfavorably affect the performance of Executive’s duties
pursuant to this Agreement, or violate any applicable statute or
regulation.  Executive will not engage in
any business or activity contrary to the business affairs or interests of the
Bank or any of its subsidiaries or affiliates.


b.                                      Nothing
contained in this Agreement will prevent or limit Executive’s right to invest
in the capital stock or other securities or interests of any business
dissimilar from that of the Bank, or, solely as a passive, minority investor,
in any business.


c.                                     Executive
agrees to maintain the confidentiality of any and all information concerning
the operations or financial status of the Bank; the names or addresses of any
of its borrowers, depositors and other customers; any information concerning or
obtained from such customers; and any other information concerning the Bank or
its subsidiaries or affiliates to which he may be exposed during the course of
his employment.  Executive further agrees
that, unless required by law or specifically permitted by the Board in writing,
he will not disclose to any person or entity, either during or subsequent to
his employment, any of the above-mentioned information which is not
generally known to the public, nor will he use the information in any way other
than for the benefit of the Bank.



 2
 








10.          Termination
and Termination Pay.  Subject
to Section 11 of this Agreement, Executive’s employment under this Agreement
may be terminated in the following circumstances:


a.                                       Death.  Executive’s employment under this Agreement
will terminate upon his death during the term of this Agreement, in which event
Executive’s estate will receive the compensation due to Executive through the
last day of the calendar month in which his death occurred.


b.                                      Retirement.  This Agreement will terminate upon Executive’s
retirement on or after age 65.


c.             Disability.


i.                                          The
Board or Executive may terminate Executive’s employment after having determined
Executive has a Disability.  For purposes
of this Agreement, “Disability” means the Executive is unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected
to last for a continuous period of not less than twelve (12) months.  The Board will determine whether or not
Executive is and continues to be permanently disabled for purposes of this
Agreement in good faith, based upon competent medical advice and other factors
that the Board reasonably believes to be relevant.  As a condition to any benefits, the Board may
require Executive to submit to physical or mental evaluations and tests as the
Board or its medical experts deem reasonably appropriate.


ii.                                       In
the event of his Disability, Executive will no longer be obligated to perform
services under this Agreement.  The Bank
will pay Executive, as Disability pay, an amount equal to one hundred percent
(100%) of Executive’s rate of base salary in effect as of the date of his
termination of employment due to Disability. 
The Bank will make Disability payments on a monthly basis commencing on
the first day of the month following the effective date of Executive’s
termination of employment due to Disability and ending on the earlier of: (A)
the date he returns to full-time employment at the Bank in the same capacity as
he was employed prior to his termination for Disability; (B) his death; (C) his
attainment of age 65; or (D) the date this Agreement would have expired had
Executive’s employment not terminated by reason of Disability.  The Bank will reduce Disability payments by
the amount of any short- or long-term disability benefits payable to Executive
under any other disability programs sponsored by the Bank.  In addition, during any period of Executive’s
Disability, the Bank will continue to provide Executive and his dependents, to
the greatest extent possible, with continued coverage under all benefit plans
(including, without limitation, retirement plans and medical, dental and life
insurance plans) in which Executive and/or his dependents participated prior to
his Disability on the same terms as if he remained actively employed by the
Bank.


d.             Termination for Cause.


i.                                          The
Board may, by written notice to Executive in the form and manner specified in
this paragraph, immediately terminate his employment at any time for “Cause.”  



 3
 








Executive shall
have no right to receive compensation or other benefits for any period after
termination for Cause, except for already vested benefits.  Termination for Cause shall mean termination
because of, in the good faith determination of the Board, Executive’s:


(1)                                  Personal
dishonesty;


(2)                                  Incompetence;


(3)                                  Willful
misconduct;


(4)                                  Breach
of fiduciary duty involving personal profit;


(5)                                  Intentional
failure to perform stated duties;


(6)                                  Willful
violation of any law, rule or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order; or


(7)                                  Material
breach of any provision of this Agreement.


ii.                                       Notwithstanding
the foregoing, Executive’s termination for Cause will not become effective
unless the Bank has delivered to Executive a copy of a resolution duly adopted
by the affirmative vote of a majority of the entire membership of the Board, at
a meeting of the Board called and held for the purpose of finding that, in the
good faith opinion of the Board (after reasonable notice to Executive and an
opportunity for Executive to be heard before the Board with counsel), Executive
engaged in the conduct described above and specifying the particulars of this conduct.


e.                                       Voluntary
Termination by Executive.  In
addition to his other rights to terminate under this Agreement, Executive may
voluntarily terminate employment during the term of this Agreement upon at
least sixty (60) days prior written notice to the Board.  Upon Executive’s voluntary termination, he
will receive only his compensation and vested rights and benefits through the
date of his termination.


f.                                         Without
Cause or With Good Reason.


i.                                          In
addition to termination pursuant to Sections 10(a) through 10(e), the Board
may, by written notice to Executive, immediately terminate his employment at
any time for a reason other than Cause (a termination “Without Cause”) and
Executive may, by written notice to the Board, immediately terminate this
Agreement at any time within ninety (90) days following an event constituting “Good
Reason,” as defined below (a termination “With Good Reason”).


ii.                                       Subject
to Sections 11 and 26 of this Agreement, in the event of termination under this
Section 10(f), Executive will receive his base salary as of his termination
date for the remaining term of the Agreement, with such amount paid in one lump
sum within ten (10) calendar days of his termination.  Executive will also continue to participate
in any benefit plans of the Bank that provide medical, dental and life
insurance 



 4
 








coverage for the
remaining term of the Agreement, under terms and conditions no less favorable
than the most favorable terms and conditions provided to senior executives of
the Bank during the same period or, if the Bank cannot provide such coverage
because Executive is no longer an employee, the Bank will provide Executive
with comparable coverage on an individual policy basis, provided, however, that
to the extent required under Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), and the regulations issued thereunder, the
aggregate payments received for such insurance continuation coverage shall not
exceed the applicable dollar limitation under Section 402(g)(1)(B) of the Code
for the year in which Executive terminates employment


iii.                                    “Good
Reason” exists if, without Executive’s express written consent, the Bank
materially breaches any of its obligations under this Agreement.  Without limitation, such a material breach
will occur upon any of the following:


(1)                                  A
material reduction in Executive’s responsibilities or authority in connection
with his employment with the Bank;


(2)                                  Assignment
to Executive of duties of a non-executive nature or duties for which he
is not reasonably equipped by his skills and experience;


(3)                                  Failure
of Executive to be nominated or renominated to the Board to the extent
Executive is a Board member prior to the Effective Date;


(4)                                  A
material reduction in salary or benefits contrary to the terms of this
Agreement, or, following a Change in Control as defined in Section 11 of this
Agreement, any material reduction in salary or benefits below the amounts
Executive was entitled to receive prior to the Change in Control;


(5)                                  Termination
of incentive and benefit plans, programs or arrangements, or reduction of
Executive’s participation, that is not applicable to other similarly situated
participants and to such an extent as to materially reduce their aggregate
value below their aggregate value as of the Effective Date;


(6)                                  A
requirement that Executive relocate his principal business office or his
principal place of residence outside of the area consisting of a thirty-five
(35) mile radius from the current main office and any branch of the Bank, or
the assignment to Executive of duties that would reasonably require such a
relocation; or


(7)           Liquidation or dissolution of the
Bank.


iv.                                   Notwithstanding
the foregoing, a reduction or elimination of Executive’s benefits under one or
more benefit plans, programs or arrangements maintained by the Bank as part of
a good faith, overall reduction or elimination of such plans or benefits,
applicable to all participants in a manner that does not discriminate against
Executive (except as such discrimination may be necessary to comply with law),
will not constitute an event of Good Reason or a material breach of this
Agreement, provided that benefits of the same type or to the same general
extent as those offered under such plans prior to the reduction or elimination
are not available to other officers of the Bank or any affiliate under a plan
or plans in or under which Executive is not entitled to participate.



 5
 








g.                                      Continuing
Covenant Not to Compete or Interfere with Relationships.  Regardless of anything herein to the
contrary, following a termination by the Bank or Executive pursuant to Section 10(f):


i.                                          Executive’s
obligations under Section 9(c) of this Agreement will continue in effect; and


ii.                                       During
the period ending on the first anniversary of such termination, Executive will
not serve as an officer, director or employee of any bank holding company,
bank, savings association, savings and loan holding company, mortgage company
or other financial institution that offers products or services competing with
those offered by the Bank from any office within thirty-five (35) miles from
the main office or any branch of the Bank  and, further,
Executive will not interfere with the relationship of the Bank, its
subsidiaries or affiliates and any of their employees, agents, or
representatives.


iii.                                    Notwithstanding
anything herein to the contrary, the restrictions set forth in the preceding
paragraph (ii) shall not apply in the event Executive notifies the Bank in
writing of his decision to waive his right to receive severance and benefit
continuation pursuant to Section 10(f) of this Agreement. Such notice shall
be provided, in accordance with Section 18 of this Agreement, within 5
days following the date of termination pursuant to Section 10(f).


h.                                      To
the extent Executive is a member of the Board on the date of termination of
employment with the Bank, Executive will resign from the Board immediately
following such termination of employment with the Bank.  Executive will be obligated to tender this
resignation regardless of the method or manner of termination, and such resignation
will not be conditioned upon any event or payment.


11.          Termination
in Connection with a Change in Control.


a.                                       For
purposes of this Agreement, a “Change in Control” means any of the following
events:


i.                                          Merger:
Bradford Bancorp, Inc. (the “Company”) merges into or consolidates with another
entity, or merges another corporation into the Company, and as a result, less
than a majority of the combined voting power of the resulting corporation
immediately after the merger or consolidation is held by persons who were
stockholders of the Company immediately before the merger or consolidation;


ii.                                       Acquisition
of Significant Share Ownership: 
There is filed, or is required to be filed, a report on Schedule 13D or
another form or schedule (other than Schedule 13G) required under Sections
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the
schedule discloses that the filing person or persons acting in concert has or
have become the beneficial owner of 25% or more of a class of the Company’s
voting securities, but this clause (ii) shall not apply to beneficial ownership
of Company voting shares held in a fiduciary capacity by an entity of which the
Company directly or indirectly beneficially owns 50% or more of its outstanding
voting securities;


iii.                                    Change
in Board Composition:  During any
period of two consecutive years, individuals who constitute the Company’s Board
of Directors at the beginning of the two-year period cease for any reason to
constitute at least a majority of the Company’s Board of Directors; provided,
however, that for purposes of this clause (iii), each director who is first
elected by the board (or first nominated by the board for election by the
members) by a vote of at least two-thirds (2/3) of the directors who were
directors at the beginning of the two-year period shall be deemed to have also
been a director at the beginning of such period; or



 6
 








iv.                                   Sale
of Assets:  The Company or the Bank
sells to a third party all or substantially all of its assets.


b.                                      Termination.  Subject to Section 26 of this Agreement,
if, within the period ending one year after a Change in Control, (i) the Bank
terminates Executive’s employment without Cause, or (ii) Executive voluntarily
terminates his employment With Good Reason, the Bank will, within ten calendar
days of the termination of Executive’s employment, make a lump-sum cash
payment to him equal to three times Executive’s average taxable compensation
(as reported on Form W-2) over the five (5) most recently completed calendar
years (or years of employment, annualized for partial years of employment, if
less than five), ending with the year immediately preceding the effective date
of the Change in Control.  The cash
payment made under this Section 11(b) shall be made in lieu of any payment also
required under Section 10(f) of this Agreement because of Executive’s
termination of employment; however, Executive’s rights under Section 10(f) are
not otherwise affected by this Section 11. 
Following termination of employment, executive will also continue to
participate in any benefit plans of the Bank that provide medical, dental and
life insurance coverage upon terms no less favorable than the most favorable
terms provided to senior executives or, if the Bank cannot provide such
coverage because Executive is no longer an employee, the Bank will provide
Executive with comparable coverage on an individual policy basis.  The medical, dental and life insurance
coverage provided under this Section 11(b) shall cease upon the earlier
of:  (i) Executive’s death; (ii)
Executive’s employment by another employer other than one of which he is the
majority owner; or (iii) thirty-six (36) months after his termination of
employment, provided, however, that to the extent required under
Section 409(A) of the Code and the regulations issued thereunder, the
aggregate payments received for such insurance continuation coverage shall not
exceed the applicable dollar limitations under Section 402(g)(1)(B) of the
Code for the year in which Executive terminates employment.


c.                                       The
provisions of Section 11 and Sections 13 through 25, including the defined
terms used in such sections, shall continue in effect until the later of the
expiration of this Agreement or one year following a Change in Control.


12.       Indemnification and
Liability Insurance.


a.                                       Indemnification.  The Bank agrees to indemnify Executive (and
his heirs, executors, and administrators), and to advance expenses related to
this indemnification, to the fullest extent permitted under applicable law and
regulations against any and all expenses and liabilities that Executive
reasonably incurs in connection with or arising out of any action, suit, or
proceeding in which he may be involved by reason of his service as an officer
or director of the Bank or any of its subsidiaries or affiliates (whether or
not he continues to be an officer or director at the time of incurring any such
expenses or liabilities).  Covered
expenses and liabilities include, but are not limited to, judgments, court
costs, and attorneys’ fees and the costs of reasonable settlements, subject to
Board approval, if the action is brought against Executive in his capacity as
an officer or director of the Bank or any of its subsidiaries. Indemnification
for expenses will not extend to matters related to Executive’s termination for
Cause.  Notwithstanding anything in this
Section 12(a) to the contrary, the Bank will not be required to provide
indemnification prohibited by applicable law or regulation.  The obligations of this Section 12 will
survive the term of this Agreement by a period of six (6) years.


b.                                      Insurance.  During the period for which the Bank must
indemnify Executive, the Bank will provide Executive (and his heirs, executors,
and administrators) with coverage under a directors’ and officers’ liability
policy at the Bank’s expense, that is at least equivalent to the coverage
provided to directors and senior executives of the Bank.



 7
 








13.              Reimbursement of Executive’s
Expenses to Enforce this Agreement.  The
Bank will reimburse Executive for all out-of-pocket expenses,
including, without limitation, reasonable attorneys’ fees, incurred by
Executive in connection with his successful enforcement of the Bank’s
obligations under this Agreement. 
Successful enforcement means the grant of an award of money or the
requirement that the Bank take some specified action: (i) as a result of court
order; or (ii) otherwise following an initial failure of the Bank to pay money
or take action promptly following receipt of a written demand from Executive
stating the reason that the Bank must make payment or take action under this
Agreement.


14.          Limitation of Benefits Under
Certain Circumstances.  If
the payments and benefits pursuant to Section 11 of this Agreement, either
alone or together with other payments and benefits Executive has the right to
receive from the Bank, would constitute a “parachute payment” under Section
280G of the Internal Revenue Code of 1986, as amended (the “Code”), the
payments and benefits pursuant to Section 11 shall be reduced or revised, in
the manner determined by Executive, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits under Section 11
being non-deductible to the Bank pursuant to Section 280G of the Code and
subject to the excise tax imposed under Section 4999 of the Code.  The Bank’s independent public accountants
will determine any reduction in the payments and benefits to be made pursuant
to Section 11; the Bank will pay for the accountant’s opinion.  If the Bank and/or Executive do not agree
with the accountant’s opinion, the Bank will pay to Executive the maximum
amount of payments and benefits pursuant to Section 11, as selected by
Executive, that the opinion indicates have a high probability of not causing
any of the payments and benefits to be non-deductible to the Bank and subject
to the excise tax imposed under Section 4999 of the Code.  The Bank may also request, and Executive has
the right to demand that the Bank request, a ruling from the IRS as to whether
the disputed payments and benefits pursuant to Section 11 have such tax
consequences.  The Bank will promptly
prepare and file the request for a ruling from the IRS, but in no event will
the Bank make this filing later than thirty (30) days from the date of the
accountant’s opinion referred to above. 
The request will be subject to Executive’s approval prior to filing;
Executive shall not unreasonably withhold his approval.  The Bank and Executive agree to be bound by
any ruling received from the IRS and to make appropriate payments to each other
to reflect any IRS rulings, together with interest at the applicable federal
rate provided for in Section 7872(f)(2) of the Code.  Nothing contained in this Agreement shall
result in a reduction of any payments or benefits to which Executive may be
entitled upon termination of employment other than pursuant to Section 11
hereof, or a reduction in the payments and benefits specified in Section 11,
below zero.


15.          Injunctive Relief.  Upon a breach or threatened
breach of Section 10(g) of this Agreement or the prohibitions upon disclosure
contained in Section 9(c) of this Agreement, the parties agree that there is no
adequate remedy at law for such breach, and the Bank shall be entitled to
injunctive relief restraining Executive from such breach or threatened breach,
but such relief shall not be the exclusive remedy for a breach of this
Agreement.  The parties further agree
that Executive, without limitation, may seek injunctive relief to enforce the obligations
of the Bank under this Agreement.


16.          Successors and Assigns.


a.                                       This
Agreement shall inure to the benefit of and be binding upon any corporate or
other successor of the Bank which shall acquire, directly or indirectly, by
merger, consolidation, purchase or otherwise, all or substantially all of the
assets or stock of the Bank.


b.                                      Since
the Bank is contracting for the unique and personal skills of Executive,
Executive shall not assign or delegate his rights or duties under this
Agreement without first obtaining the written consent of the Bank.



 8
 








17.          No Mitigation.  Executive shall not be
required to mitigate the amount of any payment provided for in this Agreement
by seeking other employment or otherwise and no such payment shall be offset or
reduced by the amount of any compensation or benefits provided to Executive in
any subsequent employment.


18.          Notices.  All notices, requests,
demands and other communications in connection with this Agreement shall be
made in writing and shall be deemed to have been given when delivered by hand
or 48 hours after mailing at any general or branch United States Post Office,
by registered or certified mail, postage prepaid, addressed to the Bank at its
principal business office and to Executive at his home address as maintained in
the records of the Bank.


19.          No Plan Created by this Agreement.  Executive and the Bank
expressly declare and agree that this Agreement was negotiated among them and
that no provision or provisions of this Agreement are intended to, or shall be
deemed to, create any plan for purposes of the Employee Retirement Income
Security Act of 1974 (“ERISA”) or any other law or regulation, and each party
expressly waives any right to assert the contrary.  Any assertion in any judicial or
administrative filing, hearing, or process that an ERISA plan was created by
this Agreement shall be deemed a material breach of this Agreement by the party
making the assertion.


20.          Amendments.  No amendments or additions to this Agreement
shall be binding unless made in writing and signed by all of the parties,
except as herein otherwise specifically provided.


21.          Applicable Law.  Except to the extent preempted by federal
law, the laws of the State of Maryland shall govern this Agreement in all
respects, whether as to its validity, construction, capacity, performance or
otherwise.


22.          Severability.  The provisions of this
Agreement shall be deemed severable and the invalidity or unenforceability of
any one provision shall not affect the validity or enforceability of the other
provisions of this Agreement.


23.          Headings.  Headings contained in this Agreement are for
convenience of reference only.


24.          Entire Agreement.  This Agreement, together with any
modifications subsequently agreed to in writing by the parties, shall
constitute the entire agreement among the parties with respect to the foregoing
subject matter, other than written agreements applicable to specific plans,
programs or arrangements described in Sections 5 and 6.


25.          Required Provisions.  In the event any of the foregoing provisions
of this Agreement conflict with the terms of this Section 25, this Section 25
shall prevail.


a.                                       The
Bank’s Board of Directors may terminate Executive’s employment at any time, but
any termination by the Bank, other than termination for Cause, shall not
prejudice Executive’s right to compensation or other benefits under this
Agreement.  Executive shall not have the
right to receive compensation or other benefits for any period after
termination for Cause as defined in Section 10(d) of this Agreement.


b.                                      If
Executive is suspended from office and/or temporarily prohibited from
participating in the conduct of the Bank’s affairs by a notice served under
Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
Section 1818(e)(3) or (g)(1), the Bank’s obligations under this Agreement shall
be suspended as of the date of service, unless stayed by 



 9
 








appropriate
proceedings.  If the charges in the
notice are dismissed, the Bank may, in its discretion:  (i) pay Executive all or part of the
compensation withheld while its contract obligations were suspended; and (ii)
reinstate (in whole or in part) any of the obligations which were suspended.


c.                                       If
Executive is removed and/or permanently prohibited from participating in the
conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or
8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or
(g)(1), all obligations of the Bank under this Agreement shall terminate as of
the effective date of the order, but vested rights of the contracting parties
shall not be affected.


d.                                      If
the Bank is in default as defined in Section 3(x)(1) of the Federal Deposit
Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations under this
Agreement shall terminate  as of the date
of default, but this paragraph shall not affect any vested rights of the
contracting parties.


e.                                       All
obligations under this Agreement shall terminate, except to the extent
determined that continuation of the Agreement is necessary for the continued
operation of the institution:  (i) by the
Director of the Office of Thrift Supervision (OTS), or his designee, at the
time the Federal Deposit Insurance Corporation (FDIC) enters into an agreement
to provide assistance to or on behalf of the Bank under the authority contained
in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section
1823(c), or (ii) by the Director of the OTS (or his designee) at the time the
Director (or his designee) approves a supervisory merger to resolve problems
related to the operations of the Bank or when the Bank is determined by the
Director to be in an unsafe or unsound condition.  Any rights of the parties that have already
vested, however, shall not be affected by such action.


f.                                         Any
payments made to Executive pursuant to this Agreement, or otherwise, are
subject to  and conditioned upon their
compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part
359, Golden Parachute and Indemnification Payments.


26.          Effect of Code Section 409A.  Notwithstanding anything in this Agreement to
the contrary, if the Bank in good faith determines, as of the effective date of
Executive’s termination of employment, that an amount (or any portion of an
amount) payable to Executive hereunder, is required to be suspended or delayed
for six months in order to satisfy the requirements of Section 409A of the
Code, then the Bank will so advise Executive, and any such payment (or the
minimum amount thereof) shall be suspended and accrued for six months,
whereupon such amount or portion thereof shall be paid to Executive in a lump
sum (together with interest thereon at the then-prevailing prime rate) on the
first day of the seventh month following the effective date of Executive’s
termination of employment.



 10
 








IN
WITNESS WHEREOF, the parties hereto have executed this
Agreement on [date].


	
  ATTEST:

  	
   

  	
  BRADFORD BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Witness

  	
   

  	
   

  	
  For the Entire Board of Directors

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  [Name]

  
	
   

  	
   

  	
   

  	
   

  



 


 



 11