EX-10.1






Exhibit 10.1




ROCKVILLE BANK




Employment Agreement for William J. McGurk




As Amended and Restated as of January 1, 2009





 









 









ROCKVILLE BANK




Employment Agreement for William J. McGurk

As Amended and Restated as of January 1, 2009




	 	 	 	 	 	 	 
	1. Employment	 	1
	 
	2. Term	 	2
	 
	3. Offices and Duties	 	2
	 
	 
	 	(a)	 	Generally	 	2
	 
	 
	 	(b)	 	Place of Employment	 	2
	 
	4. Salary and Annual Incentive Compensation	 	3
	 
	 
	 	(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 a Change in Control	 	4
	 
	 
	 	(d)	 	Deferral of Compensation	 	4
	 
	 
	 	(e)	 	Company Registration Obligations	 	5
	 
	 
	 	(f)	 	Reimbursement of Expenses	 	5
	 
	 
	 	(g)	 	Automobile	 	5
	 
	 
	 	(h)	 	Club Dues	 	5
	 
	 
	 	(i)	 	Tax Service Fees	 	5
	 
	 
	 	(j)	 	Limitations Under Code Section 409A	 	6
	 
	6. Termination Due to Retirement, Death, or Disability	 	6
	 
	 
	 	(a)	 	Retirement	 	6
	 
	 
	 	(b)	 	Death	 	7
	 
	 
	 	(c)	 	Disability	 	8






 









 







	 	 	 	 	 	 	 
	 
	 	(d)	 	Other Terms of Payment Following Retirement, Death, or Disability	 	10
	 
	7. Termination of Employment For Reasons Other Than Retirement, Death or Disability	 	11
	 
	 
	 	(a)	 	Termination by the Bank for Cause	 	11
	 
	 
	 	(b)	 	Termination by Executive Other Than For Good Reason	 	12
	 
	 
	 	(c)	 	Termination by the Bank Without Cause Prior to or More than Two Years After a Change in Control	 	12
	 
	 
	 	(d)	 	Termination by Executive for Good Reason Prior to or More than Two Years After a Change in Control	 	15
	 
	 
	 	(e)	 	Termination by the Bank Without Cause Within Two Years After a Change in Control	 	17
	 
	 
	 	(f)	 	Termination by Executive for Good Reason Within Two Years After a Change in Control	 	20
	 
	 
	 	(g)   Other Terms Relating to Certain Terminations of Employment; Reimbursements; Section 409A Exemptions; Delayed 

        Payments Under Section 409A	 	23
	 
	8. Definitions Relating to Termination Events	 	25
	 
	 
	 	(a)	 	“Cause	 	25
	 
	 
	 	(b)	 	“Change in Control	 	26
	 
	 
	 	(c)	 	“Compensation Accrued at Termination	 	27
	 
	 
	 	(d)	 	“Disability	 	28
	 
	 
	 	(e)	 	“Good Reason	 	28
	 
	 
	 	(f)	 	“Potential Change in Control	 	30
	 
	 
	 	(g)	 	“Specified Employee	 	30
	 
	9. Rabbi Trust Obligation Upon Potential Change in Control; Excise Tax-Related Provisions	 	30
	 
	 
	 	(a)	 	Rabbi Trust Funded Upon Potential Change in Control	 	30
	 
	 
	 	(b)	 	Gross-up If Excise Tax Would Apply	 	31
	 
	10. Non-Competition and Non-Disclosure; Executive
Cooperation; Non-Disparagement;
Certain Forfeitures	 	33
	 
	 
	 	(a)	 	Non-Competition	 	33
	 
	 
	 	(b)	 	Non-Disclosure; Ownership of Work	 	33
	 
	 
	 	(c)	 	Cooperation With Regard to Litigation	 	34
	 
	 
	 	(d)	 	Non-Disparagement	 	34
	 
	 
	 	(e)	 	Release of Employment Claims	 	34






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	 	(f)	 	Forfeiture of Outstanding Options	 	34
	 
	 
	 	(g)	 	Forfeiture of Certain Bonuses and Profits	 	35
	 
	 
	 	(h)	 	Forfeiture Due to Regulatory Restrictions	 	35
	 
	 
	 	(i)	 	Survival	 	36
	 
	11. Governing Law; Disputes.	 	36
	 
	 
	 	(a)	 	Governing Law	 	36
	 
	 
	 	(b)	 	Reimbursement of Expenses in Enforcing Rights	 	36
	 
	 
	 	(c)	 	Dispute Resolution	 	37
	 
	 
	 	(d)	 	Interest on Unpaid Amounts	 	38
	 
	12. Miscellaneous	 	38
	 
	 
	 	(a)	 	Integration	 	38
	 
	 
	 	(b)	 	Successors; Transferability	 	38
	 
	 
	 	(c)	 	Beneficiaries	 	39
	 
	 
	 	(d)	 	Notices	 	39
	 
	 
	 	(e)	 	Reformation	 	40
	 
	 
	 	(f)	 	Headings	 	40
	 
	 
	 	(g)	 	No General Waivers	 	40
	 
	 
	 	(h)	 	No Obligation To Mitigate	 	40
	 
	 
	 	(i)	 	Offsets; Withholding	 	40
	 
	 
	 	(j)	 	Successors and Assigns	 	40
	 
	 
	 	(k)	 	Counterparts	 	40
	 
	13. Indemnification	 	41






Attachment A





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ROCKVILLE BANK




Employment Agreement for William J. McGurk

As Amended and Restated as of January 1, 2009




          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 William J. McGurk (“Executive”), which was
first effective as of May 23, 2005 (the “Effective Date”) and thereafter amended by a First
Amendment effective as of December 22, 2006 and thereafter extended to December 31, 2009, is hereby
amended and restated in its entirety as of January 1, 2009.




W I T N E S S E T H




          WHEREAS, Executive is currently employed as President and Chief Executive Officer 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




          WHEREAS, the Company, the Bank and Executive desire to amend and restate the Agreement in its
entirety to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”) and the Treasury Regulations thereunder (the “Regulations”) and in certain
other respects effective as of January 1, 2009.




          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 President and Chief Executive Officer (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 the Effective Date and ending on December 31, 2007 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, 2007 (extending the Term to December 31, 2008)
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, 2007 extending the Term to December 31, 2008 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 President and Chief Executive Officer
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. Executive
shall devote his full business time and attention, and his best efforts, abilities, experience,
and talent, to the position of President and Chief Executive Officer 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, 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 $360,000, 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 Human Resources
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, but may not be 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 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. In addition, the Committee (or the Board) may determine,
in its discretion, to increase 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.




          (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



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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,
and stock ownership plans.




     In furtherance of and not in limitation of the foregoing, during the Term:




	 	(i)	 	Executive will participate as President and
Chief Executive Officer in all executive and employee vacation and
time-off programs;
	 
	 	(ii)	 	The Bank will provide Executive with coverage
as President and Chief Executive Officer with respect to long-term
disability insurance;
	 
	 	(iii)	 	Executive will be covered by Bank-paid group
term life insurance and a Bank-paid individual term life insurance
policy in the face amount of $1,400,000 for so long as Executive shall
remain actively employed by the Bank;
	 
	 	(iv)	 	Upon Executive’s termination of employment
with the Bank for any reason, Executive will be entitled to
participate in such retiree medical, dental and life insurance plans
as the Bank may, from time to time, offer in accordance with the terms
of such plans; and
	 
	 	(v)	 	Executive will be entitled to benefits under
the Supplemental Savings and Retirement Plan and the Supplemental
Executive Retirement Plan (collectively, the “SERPS”) in accordance
with the terms thereof, with the effective date of Executive’s
participation therein to be not later than the Effective Date.





          (c) Acceleration of Awards Upon a Change in Control. In the event of 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, in the case of options,
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




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(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.




          (f) Reimbursement of Expenses. The Bank will 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) Automobile. The Bank shall provide Executive with, and Executive shall have
the primary use of, an automobile owned or leased by the Bank and the Bank shall pay (or
reimburse Executive) for all expenses of insurance, registration, operation and maintenance of
the automobile in accordance with the provisions of Section 7(g) of this Agreement. Executive
shall comply with reasonable reporting and expense limitations on the use of such automobile, as
the Committee may establish from time to time, and the Bank shall annually include on
Executive’s Form W-2 any amount attributable to Executive’s personal use of such automobile.




          (h) Club Dues. The Bank shall reimburse or pay for the costs of either a corporate
or individual membership at a country club determined by the Bank in its discretion for use by
Executive, including all membership bonds or surety, initiation or membership fees, annual dues,
capital assessments and all business-related expenses incurred at such club (“Club Expenses”). Executive shall be reimbursed on an
after-tax basis for the cost of Club Expenses expended by Executive in accordance with the
provisions of Section 7(g) of this Agreement.




          (i) Tax Service Fees. The Bank shall provide for Executive to receive, at the
Bank’s expense, the services of a tax professional and a personal financial planning
professional (which may be the same person or entity for both services) (the “Tax Service
Professional”) selected by the Bank and reasonably satisfactory to Executive. The services to
be provided shall include: (A) the preparation of all required federal, state and local personal
income tax returns, (B) advice with respect to federal, state and local income tax treatment of
cash and other forms of compensation paid to Executive by the Bank and (C) investment and
retirement counseling and estate planning. Executive shall be reimbursed on an after-tax basis
for the cost of such Tax Service Professional fees in accordance with the provisions of Section
7(g) of this Agreement.





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     (j) 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”). Executive’s termination of employment upon
expiration of the Term on December 31, 2009 (or any anniversary of December 31, 2009 in the
event of any further extension of the Term as provided in Section 2) shall be deemed a
Retirement hereunder. 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




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	 	 	 	termination and the denominator of which is the total number of
days in the year of termination;
	 
	 	(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 SERPS
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



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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 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 SERPS
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



-8-









 







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 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
SERPS, 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




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	 	 	 	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 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



-10-









 







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
(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));




-11-









 






	 	(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 SERPS 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. 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;
	 
	 	(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 SERPS 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:



-12-









 






	 	(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(c)(ii) shall be payable 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, 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




-13-









 






	 	 	 	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 SERPS shall be governed
by such plans;
	 
	 	(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




-14-









 






	 	 	 	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 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(d)(ii) shall be paid 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;




-15-









 






	 	(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 SERPS shall be governed
by such plans; 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




-16-









 






	 	 	 	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



-17-









 







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(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




-18-









 






	 		 	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 SERPS shall be governed
by such plans; 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




-19-









 






	 	 	 	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
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




-20-









 






	 	 	 	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;
	 
	 	(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 SERPS shall be governed
by such plans; 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




-21-









 






	 	 	 	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(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).



-22-









 






     (g) Other Terms Relating to Certain Terminations of Employment; Reimbursements; Section
409A Exemptions; Delayed Payments Under Section 409A




	 	(i)	 	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).
	 
	 	(ii)	 	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.
	 
	 	(iii)	 	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.




	 	 	 	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




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	 	 	 	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 hereinbelow pursuant to Section 1.409A-1(b)(9)(v)(B) of
the Regulations.
	 
	 	(iv)	 	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.
	 
	 	(v)	 	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).
	 
	 	(vi)	 	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.
	 
	 	(vii)	 	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




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	 	 	 	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)	 	Executive’s willful and continued failure to
substantially perform his duties hereunder (other than any such
failure resulting from incapacity due to physical or mental illness or
Disability or any failure after the issuance of a notice of
termination by Executive for Good Reason) which failure is
demonstrably and materially damaging to the financial condition or
reputation of the
Company, the Bank and/or their affiliates, and which failure
continues more than 48 hours after a written demand for substantial
performance is delivered to Executive by the Board,




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	 	 	 	which demand
specifically identifies the manner in which the Board believes that
Executive has not substantially performed his duties hereunder and
the demonstrable and material damage caused thereby; or
	 
	 	(ii)	 	the willful engaging by Executive in conduct
which is demonstrably and materially injurious to the Company, the
Bank or their affiliates, monetarily or otherwise.






No act, or failure to act, on the part of Executive shall be deemed “willful” unless
done, or omitted to be done, by Executive not in good faith and without reasonable
belief that his action or omission was in the best interest of the Bank and the Company.
Notwithstanding the foregoing, Executive shall not be deemed to have been terminated
for Cause unless and until there shall have been delivered to Executive a copy of the
resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of
the entire membership of the Board at a meeting of the Board (after reasonable notice to
Executive and an opportunity for Executive, together with Executive’s counsel, to be
heard before the Board) finding that, in the good faith opinion of the Board, Executive
was guilty of conduct set forth above in this definition and specifying the particulars
thereof in detail.




     (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”




-26-









 






	 	 	 	(as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the resulting corporation representing
25% or more of the combined voting power of the resulting
corporation’s then-outstanding securities;
	 
	 	(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 25% 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; 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;




-27-









 






	 	(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)	 	Expenses and disbursements incurred by
Executive prior to Executive’s termination of employment, to be
reimbursed to Executive, as authorized under Sections 5(f), (g), (h)
and (i), 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).






     (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)	 	the assignment to Executive of duties
materially inconsistent with Executive’s position and status as
President and Chief Executive Officer, or an alteration, materially
adverse to Executive, in Executive’s position and status as President
and Chief Executive Officer or in the nature of Executive’s duties,
responsibilities, and authorities or conditions of Executive’s
employment from those relating to Executive position and status as
President and Chief Executive Officer; except the foregoing shall not
constitute Good Reason if occurring in connection with the termination
of Executive’s employment for Cause, Disability, Retirement, as a
result of Executive’s death, or as a result of action by or with the
consent of Executive;
	 
	 	(ii)	 	(A) a material reduction by the Bank in
Executive’s Base Salary, (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




-28-









 






	 	 	 	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;
	 
	 	(iii)	 	the relocation of the principal place of
Executive’s employment to a site that is outside of a fifty mile
radius of his principal place of employment prior to such relocation;
for this purpose, required travel on the Bank’s business will not
constitute a relocation so long as the extent of such travel is
substantially consistent with Executive’s customary business travel
obligations in periods prior to the Effective Date;
	 
	 	(iv)	 	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;
	 
	 	(v)	 	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;
	 
	 	(vi)	 	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
	 
	 	(vii)	 	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;




-29-









 










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 of directors of the Bank 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. Rabbi Trust Obligation Upon Potential Change in Control; Excise Tax-Related Provisions.





     (a) Rabbi Trust Funded Upon Potential Change in Control. In the event of a
Potential Change in Control or Change in Control, the Bank or the Company shall, not later than
15 days thereafter, have established one or more rabbi trusts and shall deposit therein cash, in
an amount determined by the actuary for the Bank’s qualified Retirement Plan on the basis of the
interest rate and mortality assumptions set forth in said qualified Retirement Plan, which is
sufficient to provide for full payment of all potential obligations of the Bank and the Company
that would arise assuming consummation of a Change in Control, or has arisen in
the case of an actual Change in Control, and a subsequent termination of Executive’s
employment under Section 7(e) or (f). Such rabbi trust(s) shall be irrevocable and shall provide
that neither the Bank nor the Company may, directly or indirectly, use or recover any assets of
the trust(s) until such time as all obligations which potentially could arise hereunder have
been settled and paid in full, subject only to the claims of creditors of the Bank and the
Company in the event of insolvency or bankruptcy of the Bank or the Company; provided, however,
that if no Change in Control has occurred within two years



-30-









 







after such Potential Change in
Control, such rabbi trust(s) shall at the end of such two-year period become revocable and may
thereafter be revoked by the Bank.




     (b) Gross-up If Excise Tax Would Apply. In the event Executive becomes entitled to
any amounts or benefits payable in connection with a Change in Control or other change in
ownership or control (whether or not such amounts are payable pursuant to this Agreement) (the
“Change in Control Payments”), if any of such Change in Control Payments are subject to the tax
(the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local
tax that may hereafter be imposed), the Bank shall pay to Executive at the time specified in
Section 9(b)(iii) hereof an additional amount (the “Gross-Up Payment”) such that the net amount
retained by Executive, after deduction of any Excise Tax on the Total Payments (as hereinafter
defined) and any federal, state and local income tax and Excise Tax upon the payments provided
for by Section 9(b), shall be equal to the Total Payments.




(i) For purposes of determining whether any of the Change in Control Payments will
be subject to the Excise Tax and the amount of such Excise Tax:




(A) any payments or benefits received or to be received by Executive in
connection with a Change in Control or other change in ownership or control
or Executive’s termination of employment (whether pursuant to the terms of
this Agreement or any other plan, arrangement or agreement with the Bank,
any Person whose actions result in a Change in Control or any Person
affiliated with the Bank or such Person) (which, together with the Change in
Control Payments, constitute the “Total Payments”) shall be treated as
“parachute payments” within the meaning of Section 280G(b)(2) of the Code,
and all “excess parachute payments” within the meaning of Section 280G(b)(1)
of the Code shall be treated as subject to the Excise Tax, unless in the
opinion of nationally-recognized tax counsel selected by Executive such
other payments or benefits (in whole or in part) do not constitute parachute
payments, or such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered within the meaning of
Section 280G(b)(4) of the Code in excess of the base amount within the
meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to
the Excise Tax;




(B) the amount of the Total Payments which shall be treated as subject
to the Excise Tax shall be equal to the lesser of (x) the total amount of the
Total Payments and (y) the amount of excess parachute payments within
the meaning of Section 280G(b)(1) of the Code (after applying Section
9(b)(i)(A) hereof); and




(C) the value of any non-cash benefits or any deferred payments or benefit
shall be determined by a nationally-recognized accounting firm selected



-31-









 






by Executive in accordance with the principles of Sections 280G(d)(3)
and (4) of the Code.





(ii) For purposes of determining the amount of the Gross-Up Payment, Executive
shall be deemed to pay federal income taxes at the highest marginal rate of federal
income taxation in the calendar year in which the Gross-Up Payment is to be made and
state and local income taxes at the highest marginal rate of taxation in the state
and locality of Executive’s residence in the calendar year in which the Gross-Up
Payment is to be made, net of the maximum reduction in federal income taxes which
could actually be obtained from deduction of such state and local taxes by
Executive. In the event that the Excise Tax is subsequently determined to be less
than the amount taken into account and paid to Executive hereunder, Executive shall
file for a refund of such excess Excise Tax. Executive shall repay to the Bank the
excess Excise Tax amount actually refunded to Executive by the Internal Revenue
Service within ten business days after the later of (A) the date that the Internal
Revenue Service makes a final determination (within the meaning of Section 1313 of
the Code) that an overpayment of such Excise Tax was made (and including a final
determination of the amount thereof) and (B) the actual receipt of the refund check
from the Internal Revenue Service for the amount of such overpayment of Excise Tax
by Executive; provided, however, if no refund shall be due to Executive because such
overpayment of the Excise Tax has been applied to satisfy Executive’s other tax
liabilities, Executive shall notify the Bank of such application of the overpayment
to Executive’s other tax liabilities and shall pay to the Bank within ten business
days after such application of the overpayment to Executive’s other tax liabilities
the amount of the Excise Tax that would otherwise have been refunded. In the event
that the Excise Tax is determined to exceed the amount taken into account and paid
hereunder, the Bank shall make an additional Gross-Up Payment in respect of such
excess within ten business days after the time that the amount of such excess is
determined but in no event later than 30 days after the Change in Control. In no
event shall any Gross-Up Payment be made under this Section 9(b) later than the last
day of Executive’s taxable year next following Executive’s taxable year in which
Executive remits the Excise Tax. Anything in this Section 9(b) to the contrary
notwithstanding, any Gross-Up Payment to be made hereunder shall be subject to such
delay in payment as may apply under Section 7(g) of this Agreement (including but
not limited to Section 7(g)(vi)) in the event that such payment is made in
connection with Executive’s termination of employment and is subject to Section 409A
of the Code.




(iii) The Gross-Up Payment provided for in this Section 9(b) shall be made at
the same time as any payments giving rise to an Excise Tax are made; provided,
however, that if the amount of such Gross-Up Payment cannot be finally
determined at the same time as the payments giving rise to an Excise Tax are made,
the Bank shall pay to Executive at the time the payments giving rise to an Excise
Tax are made an estimate, as determined in good faith by the Bank



-32-









 







pursuant to
Section 9(b)(iv) hereof, of the amount of such Gross-Up Payment and shall pay the
remainder of such Gross-Up Payment at the time provided in Section 9(b)(ii) above.
Executive’s right to payments under this Section 9(b) shall be treated as a right to
a series of separate payments under Section 1.409A-2(b)(2)(iii) of the Regulations.




(iv) All determinations under this Section 9(b) shall be made by the Bank at
its expense using a nationally recognized public accounting firm selected by
Executive, and such determination shall be binding upon Executive and the Bank.


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 in any county in which the
Company or the Bank 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 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 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



-33-









 







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 the
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
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



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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, and if
Executive, knowingly or through gross negligence, caused or failed to prevent such misconduct,
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
SERPS to the contrary notwithstanding, (i) any payments made pursuant to this Agreement or the
SERPS 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 SERPS 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.



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     (i) Survival. The provisions of this Section 10 shall survive the termination of
the Term and any termination or expiration of this Agreement.



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) Reimbursement of Expenses in Enforcing Rights. Upon submission of invoices,
the Bank shall promptly pay or reimburse all reasonable costs and expenses (including fees and
disbursements of counsel and pension experts) incurred by Executive or Executive’s surviving
spouse in seeking to interpret this Agreement or enforce rights pursuant to this Agreement or in
any proceeding in connection therewith brought by Executive or Executive’s surviving spouse,
whether or not Executive or Executive’s surviving spouse is ultimately successful in enforcing
such rights or in such proceeding; provided, however, that no reimbursement shall be owed with
respect to expenses relating to any unsuccessful assertion of rights or proceeding if and to the
extent that such assertion or




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proceeding was initiated or maintained in bad faith or was
frivolous, as determined in accordance with Section 11(c) or a court having jurisdiction over
the matter. Any such payment or reimbursement shall be made on an after-tax basis each calendar
quarter for all costs and expenses actually incurred as provided in this Section 11(b) and 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.




     (c) 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 Chairman of the Board of Directors 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 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.




(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.




(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



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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. Subject to Section 11(b) of this Agreement, the Bank shall bear all
costs and expenses arising in connection with any arbitration proceeding
pursuant to this Section 11(c) 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. Notwithstanding any provision in this
Section 11(c), Executive shall be entitled to seek specific performance of
Executive’s right to be paid during the pendency of any dispute or
controversy arising under or in connection with this Agreement.



        (d) 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(j), 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



-38-









 







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
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: Chairman, Human Resources Committee



If to Executive:



William J. McGurk

c/o Ira Goldman, Esq.

Shipman & Goodwin LLP

One Constitution Plaza

Hartford, CT 06103-1919



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


-39-









 






 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.



     (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.



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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.



     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 ___day of                      , 2008.



	 	 	 	 	 
	 	 	ROCKVILLE BANK
	 
	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	ROCKVILLE FINANCIAL, INC.
	 

	 	By:	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	 
	 	 	William J. McGurk






-41-









 






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 as
amended and restated as of January 1, 2009 (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 (iii) 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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