THE EMPLOYEE SHALL HAVE NO
RIGHT TO RECEIVE COMPENSATION OR OTHER BENEFITS FOR ANY PERIOD AFTER TERMINATION
FOR CAUSE.
TERMINATION FOR CAUSE SHALL INCLUDE TERMINATION BECAUSE OF THE
EMPLOYEE'S PERSONAL DISHONESTY, INCOMPETENCE, WILLFUL MISCONDUCT, BREACH OF
FIDUCIARY DUTY INVOLVING PERSONAL PROFIT, INTENTIONAL FAILURE TO PERFORM STATED
DUTIES, WILLFUL VIOLATION OF ANY LAW, RULE, OR REGULATION (OTHER THAN TRAFFIC
VIOLATIONS OR SIMILAR OFFENSES) OR FINAL REGULATORY CEASE AND DESIST ORDER, OR
MATERIAL BREACH OF ANY PROVISION OF THIS AGREEMENT.
12.
TERMINATION UPON EMPLOYEE'S DEATH; EFFECT OF TERMINATION ON OTHER
PLANS.
NOTWITHSTANDING ANYTHING HEREIN CONTAINED, IF EMPLOYEE SHALL DIE, THIS
AGREEMENT SHALL TERMINATE ONE YEAR FROM THE DATE OF EMPLOYEE'S DEATH, WHEREUPON
EMPLOYEE'S ESTATE SHALL BE ENTITLED TO RECEIVE, THROUGH THE BANK, HIS SALARY,
ACCRUED PTO, AND ANY BONUS EARNED UP THROUGH THE DATE OF TERMINATION. SUCH
TERMINATION SHALL NOT AFFECT ANY RIGHTS WHICH EMPLOYEE MAY HAVE AT THE TIME OF
HIS DEATH PURSUANT TO ANY OF THE HOLDING COMPANY OR ITS SUBSIDIARIES PLANS OR
ARRANGEMENTS FOR INSURANCE, PTO OR STOCK OPTIONS, OR FOR ANY OTHER DEATH
BENEFIT, BONUS, OR RETIREMENT BENEFIT, WHICH ACCRUED RIGHTS THEREAFTER SHALL BE
ENJOYED BY EMPLOYEE'S ESTATE AND CONTINUE TO BE GOVERNED BY THE PROVISION OF
SUCH PLANS AND ARRANGEMENTS TO THE EXTENT THEY ARE NOT INCONSISTENT WITH THE
TERMS OF THIS AGREEMENT.
THE HOLDING COMPANY, THROUGH THE BANK, WILL CAUSE TO
BE CONTINUED FOR THE EMPLOYEE'S PREVIOUSLY COVERED DEPENDANTS LIFE, MEDICAL AND
DENTAL COVERAGE THAT IS SUBSTANTIALLY EQUIVALENT TO THE COVERAGE MAINTAINED BY
THE HOLDING COMPANY OR ITS SUBSIDIARIES FOR EMPLOYEE'S DEPENDANTS PRIOR TO THE
EMPLOYEE'S DEATH AT NO COST TO THE EMPLOYEE.
SUCH COVERAGE SHALL CEASE UPON THE
EXPIRATION OF THE REMAINING TERM OF THIS AGREEMENT.
13.
CHANGE IN CONTROL.
(A)
FOR PURPOSES OF THIS AGREEMENT, A "CHANGE IN CONTROL" OF THE
HOLDING COMPANY OR ITS SUBSIDIARIES SHALL MEAN AN EVENT OF A NATURE THAT: (I)
WOULD BE REQUIRED TO BE REPORTED IN RESPONSE TO ITEM 1(A) OF THE CURRENT REPORT
ON FORM 8-K, AS IN EFFECT ON THE DATE HEREOF, PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"); OR (II)
RESULTS IN A CHANGE IN CONTROL OF THE HOLDING COMPANY OR ITS SUBSIDIARIES WITHIN
THE MEANING OF THE HOME OWNERS' LOAN ACT OF 1933, AS AMENDED, THE FEDERAL
DEPOSIT INSURANCE ACT AND THE RULES AND REGULATIONS PROMULGATED BY THE OFFICE OF
THRIFT SUPERVISION (THE "OTS"), AS IN EFFECT ON THE DATE HEREOF (PROVIDED, THAT
IN APPLYING THE DEFINITION OF CHANGE IN CONTROL AS SET FORTH UNDER THE RULES AND
REGULATIONS OF THE OTS, THE BOARD OF DIRECTORS SHALL SUBSTITUTE ITS JUDGMENT FOR
THAT OF THE OTS); OR (III) WITHOUT LIMITATION SUCH A CHANGE IN CONTROL SHALL BE
DEEMED TO HAVE OCCURRED AT SUCH TIME AS (A) ANY "PERSON" (AS THE TERM IS USED IN
SECTIONS 13(D) AND 14(D) OF THE EXCHANGE ACT) IS OR BECOMES THE "BENEFICIAL
OWNER" (AS DEFINED IN RULE 13D-3 UNDER THE EXCHANGE ACT), DIRECTLY OR
INDIRECTLY, OF VOTING SECURITIES OF