BE DETERMINED BY REFERENCE TO THE "COBRA"
PREMIUM
APPLICABLE TO SUCH COVERAGE) REDUCED BY AN AMOUNT EQUAL TO THE THEN APPLICABLE
EMPLOYEE CONTRIBUTIONS.
YOU SHALL PAY THE COMPANY BANK THE EMPLOYEE SHARE FOR
SUCH COVERAGE, AS DETERMINED BY THE COMPANY BANK BASED ON THE COST OF THE
COVERAGE TO BE PROVIDED TO YOU, ON AN ANNUAL BASIS IN ADVANCE, WITH THE FIRST
SUCH INSTALLMENT PAYABLE ON THE EFFECTIVE DATE.
YOUR ELIGIBILITY FOR "COBRA"
CONTINUATION COVERAGE UNDER SECTION 4980B OF THE CODE SHALL COMMENCE UPON THE
EFFECTIVE DATE AND THE COBRA COVERAGE PERIOD SHALL RUN CONCURRENTLY WITH AND
OFFSET THE ONE-YEAR PERIOD UNDER THIS SECTION 3.
IN THE EVENT THAT THE
EFFECTIVE DATE DOES NOT OCCUR, YOU SHALL NOT BE ENTITLED TO ANY BENEFIT UNDER
THIS SECTION 3.
4.
TERMINATION OF THE PRIOR AGREEMENT;
AGREEMENT TO REMAIN EMPLOYED THROUGH EFFECTIVE TIME.
YOU HEREBY AGREE THAT, IN
CONSIDERATION FOR ENTERING INTO THIS AGREEMENT, EFFECTIVE AS OF THE DATE HEREOF,
THE CHANGE IN CONTROL AGREEMENT BY AND BETWEEN THE COMPANY BANK AND YOU,
EFFECTIVE AS OF MAY 1, 2004, (THE "PRIOR AGREEMENT") SHALL BE NULL AND VOID AND
NO PERSON OR ENTITY SHALL BE OBLIGATED TO PAY TO YOU OR ANY PERSON ANY AMOUNTS
IN RESPECT OF THE PRIOR AGREEMENT.
FURTHER, IN CONSIDERATION OF THE BENEFITS
CONFERRED UPON YOU, THE COMPANY AND THE COMPANY BANK PURSUANT TO THIS AGREEMENT,
YOU HEREBY AGREE NOT TO TERMINATE YOUR EMPLOYMENT WITH THE COMPANY BANK OR ANY
OF ITS SUBSIDIARIES PRIOR TO THE EFFECTIVE TIME, AND, PRIOR TO THE EFFECTIVE
TIME, THE COMPANY BANK AGREES NOT TO TERMINATE YOUR EMPLOYMENT WITH THE COMPANY
BANK OR ITS SUBSIDIARIES WITHOUT THE PRIOR WRITTEN CONSENT OF THE PURCHASER.
YOU HEREBY REPRESENT AND WARRANT THAT, BUT FOR THE BENEFIT PLANS AND AGREEMENTS
OF OR WITH THE COMPANY OR THE COMPANY BANK THAT ARE SPECIFICALLY REFERRED TO
HEREIN, ANY TAX-QUALIFIED PENSION PLANS OR INSURED WELFARE BENEFIT PLANS OF THE
COMPANY BANK AND YOUR RIGHTS IN RESPECT OF OUTSTANDING STOCK OPTIONS AND
RESTRICTED STOCK IN RESPECT OF COMPANY COMMON STOCK UNDER THE COMPANY'S STOCK
COMPENSATION PLANS, YOU ARE NOT ENTITLED TO OR ELIGIBLE FOR ANY OTHER PAYMENTS
OR BENEFITS UNDER ANY PLANS, AGREEMENTS OR ARRANGEMENTS OF OR WITH THE COMPANY
OR THE COMPANY BANK AND HEREBY WAIVE ANY RIGHTS WITH RESPECT THERETO.
5.
WITHHOLDING AND REDUCTION.
THE COMPANY
OR COMPANY BANK WILL WITHHOLD AND DEPOSIT ALL FEDERAL, STATE AND LOCAL INCOME
AND EMPLOYMENT TAXES THAT ARE OWED WITH RESPECT TO ALL AMOUNTS PAID OR BENEFITS
PROVIDED TO OR FOR YOU BY THE COMPANY OR ANY AFFILIATE PURSUANT TO THIS
AGREEMENT.
YOU, THE COMPANY AND THE COMPANY BANK AGREE THAT NONE OF THE
PAYMENTS AND BENEFITS PAYABLE OR PROVIDED TO YOU OR FOR YOUR BENEFIT UNDER THIS
AGREEMENT OR OTHERWISE IN CONNECTION WITH THE MERGER ARE EXPECTED TO CONSTITUTE
AN "EXCESS PARACHUTE PAYMENT" WITHIN THE MEANING OF SECTION 280G OF THE CODE.
HOWEVER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR
THE PRIOR AGREEMENT, IN NO EVENT SHALL THE AGGREGATE PAYMENTS