(B) THE PLAN MAY BE AMENDED OR TERMINATED FOLLOWING THE EFFECTIVE
TIME, PROVIDED PURCHASER MAINTAINS, OR CAUSES PURCHASER BANK TO MAINTAIN, IN
FULL FORCE AND EFFECT A LIFE INSURANCE POLICY OR POLICIES (WHICH NEED NOT BE ONE
OR MORE POLICIES ESTABLISHED UNDER THE SL/SD PLAN) INSURING YOUR LIFE WHICH
PROVIDE AN AGGREGATE DEATH BENEFIT PAYABLE TO YOUR BENEFICIARY OR BENEFICIARIES
EQUAL TO THE LESSER OF THE THREE TIMES BASE SALARY AMOUNT OF THE PARTICIPANT OR
THE MAXIMUM DOLLAR AMOUNT.
4.
AGREEMENT TO REMAIN EMPLOYED THROUGH
EFFECTIVE TIME.
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 OR BENEFITS TO BE
MADE OR AFFORDED TO YOU UNDER THIS AGREEMENT OR OTHERWISE (THE "PAYMENTS")
CONSTITUTE AN "EXCESS PARACHUTE PAYMENT" UNDER SECTION 280G OF THE CODE AND IN
ORDER TO AVOID SUCH A RESULT THE PAYMENTS WILL BE REDUCED, IF NECESSARY, TO AN
AMOUNT SUCH THAT WHEN AGGREGATED WITH ALL OTHER PAYMENTS, BENEFITS OR
DISTRIBUTIONS IN THE NATURE OF COMPENSATION TO OR FOR YOUR BENEFIT, WHETHER
PAID, PAYABLE OR PROVIDED PURSUANT TO THIS AGREEMENT OR OTHERWISE (THE
"AGGREGATE PAYMENTS"), THE VALUE OF SUCH AGGREGATE PAYMENTS SHALL BE EQUAL TO
THREE (3) TIMES YOUR "BASE AMOUNT," AS DETERMINED IN ACCORDANCE WITH
SECTION 280G OF THE CODE, LESS $5,000.00.
YOU HEREBY AGREE TO REPORT ANY
AMOUNTS PAID OR BENEFITS PROVIDED UNDER THIS AGREEMENT