EMPLOYMENT AGREEMENT

(d)          The Executive shall participate in all retirement, welfare, health, and other benefit plans or programs of the Employer now or hereafter applicable generally to employees of the Employer or to a class of employees that includes senior executives of the Employer.

(e)           The Employer shall reimburse the Executive for reasonable travel and other expenses related to the Executive’s duties, including cell phone expenses, which reimbursements shall be made within sixty days of the Executive’s incurring such expense.

(f)             The Employer shall provide the Executive with four weeks’ paid vacation per year, which shall be taken in accordance with any banking rules or regulations governing vacation leave.  Any payments made by the Employer to the Executive as compensation for paid vacation leave shall be paid in accordance with the Employer’s standard payroll procedures.

4.                Termination .

(a)           The Executive’s employment under this Agreement may be terminated prior to the end of the Initial Term and any Additional Term, if applicable, only as provided in this Section 4.

(b)          The Agreement will be terminated upon the death of the Executive.  In this event, the Employer shall pay the Executive’s estate any sums due her as base salary and/or reimbursement of expenses through the end of the month during which death occurred in accordance with the Employer’s standard payroll procedures.  The Employer shall also pay the Executive’s estate any bonus earned or accrued through the date of death.  Any bonus for previous years which was not yet paid will be paid pursuant to the terms as set forth in Section 3(b).  Any bonus that is earned in the year of death will be paid on the earlier of (i) seventy days after the year end in which the Executive died or (ii) the first pay period following the Employer’s press release announcing its financial performance for the year in which the Executive died.  To the extent that the bonus is performance-based, the amount of the bonus will be calculated by taking into account the performance of the Company for the entire year and prorated through the date of the Executive’s death.

(c)           The Employer may terminate this Agreement upon the Disability of the Executive for a period of 180 days.  During the period of any Disability leading up to the termination of the Executive’s employment under this provision, the Employer shall continue to pay the Executive her full base salary at the rate then in effect and all perquisites and other benefits (other than any bonus) in accordance with the Employer’s standard payroll procedures (and in no event less frequently than monthly) until the Executive becomes eligible for benefits under any long-term disability plan or insurance program maintained by the Employer; provided that, the amount of any such payments to the Executive shall be reduced by the sum of the amounts, if any, payable to the Executive for the same period under any other disability benefit or pension plan covering the Executive.  Furthermore, the Employer shall pay the Executive any bonus earned or accrued through the date of Disability.  Any bonus for previous years which was not yet paid will be paid pursuant to the terms as set forth in Section 3(b).  Any bonus that is earned in the year of Disability will be paid on the earlier of (i) seventy days after the year end in which the Executive became Disabled or (ii) the first pay period following the Employer’s press release announcing its financial performance for the year in which the Executive became Disabled.

(d)          The Employer may terminate this Agreement for Cause upon delivery of a Notice of Termination to the Executive.  If the Executive’s employment is terminated for Cause under this provision, the Executive shall receive only any sums due her as base salary and/or reimbursement of expenses through the date of such termination, which shall be paid in accordance with the Employer’s standard payroll procedures.

(e)           The Employer may terminate this Agreement without Cause upon delivery of a Notice of Termination to the Executive.  If the Executive’s employment is terminated without Cause under this provision, subject to the possibility of a six-month delay described below in this Section 4(e), beginning on the first day of the month following date of the Executive’s termination, and continuing on the first day of the month for the next 5 months, the Employer shall pay to the Executive severance compensation in an amount equal to 100% of her then current monthly base salary, plus any bonus earned or accrued through the date of termination (including any amounts awarded for previous years but which were not yet vested).  Any bonus for previous years which was not yet paid will be paid pursuant to the terms as set forth in Section 3(b) above.  Any bonus that is earned in the year of the Executive’s termination will be paid on the earlier of (i) 70 days after the year end in which the Executive was terminated or (ii) the first pay period following the Employer’s press release announcing its previous year’s financial performance.  If when the Executive’s employment terminates she is a specified employee within the meaning of Section 409A of the Internal Revenue Code, and if the benefits under this Section 4(e) would be considered deferred compensation under Section 409A, and finally if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) is not available, the following benefits under this Section 4(e) shall be paid to the Executive as follows:

severance compensation in an amount equal to six times her then current monthly base salary, any bonus for previous years which was not yet paid, and any bonus that is earned in the year of the Executive’s termination will be paid in a single lump sum on the date that is six months and one day following date of Executive’s termination.

(f)             The Executive may terminate this Agreement at any time by delivering a Notice of Termination.  If the Executive resigns under this provision, the Executive shall receive any sums due her as base salary and/or reimbursement of expenses through the date of such termination, which shall be paid in accordance with the Employer’s standard payroll procedures.

(g)          The Executive may terminate this Agreement for Good Reason upon delivery of a Notice of Termination to the Employer within a 90-day period beginning on the 30th day after the occurrence of a Change in Control or within a 90-day period beginning on the one year anniversary of the occurrence of a Change in Control.  If the Executive’s employment is terminated by the Executive pursuant to this provision, in addition to other rights and remedies available in law or equity, the Executive shall be entitled to the following:

(i)                                      the Employer shall pay the Executive in cash within fifteen days of the date of termination severance compensation in an amount equal to her then current monthly base salary multiplied by 12, plus any bonus earned or accrued through the date of termination (including any amounts awarded for previous years but which were not yet vested);

(ii)                                   for a period of 12 months, the Employer shall at its expense continue on behalf of the Executive (but not the Executive’s family) the medical benefits provided (x) to the Executive at any time during the 90-day period prior to the Change in Control or at any time thereafter or (y) to other similarly situated executives who continue in the employ of the Employer.  Such coverage and benefits (including deductibles and costs) shall be no less favorable to the Executive than the most favorable of such coverages and benefits referred to above.  The Employer’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Employer may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the coverages and benefits required to be provided hereunder.  This subsection (ii) shall not be interpreted so as to limit any benefits to which the Executive may be entitled under any of the Employer’s employee benefit plans, programs, or practices following the Executive’s termination of employment, including, without limitation, retiree medical and life insurance benefits; and

(iii)                                the restrictions on any outstanding incentive awards (including restricted stock) granted to the Executive under the Company’s or the Bank’s long-term equity incentive program or any other incentive plan or arrangement shall lapse and such awards shall become 100% vested, all stock options and stock appreciation rights granted to the Executive shall become immediately exercisable and shall become 100% vested, all performance units granted to the Executive shall become 100% vested, and the restrictive covenants contained in Section 9 shall not apply to the Executive.

(h)          With the exceptions of the provisions of this Section 4, and the express terms of any benefit plan under which the Executive is a participant, it is agreed that, upon termination of the Executive’s employment, the Employer shall have no obligation to the Executive for, and the Executive waives and relinquishes, any further compensation or benefits (exclusive of COBRA benefits).  Unless otherwise stated in this Section 4, the effect of termination on any outstanding incentive awards, stock options, stock appreciation rights, performance units, or other incentives shall be governed by the terms of the applicable benefit or incentive plan and/or the agreements governing such incentives.  At the time of termination of employment, and as a condition to the Employer’s obligation to pay any severance hereunder, the Employer and the Executive shall enter into a release substantially in the form attached hereto as Exhibit A acknowledging such remaining obligations and discharging both parties, as well as the Employer’s officers, directors and employees with respect to their actions for or on behalf of the Employer, from any other claims or obligations arising out of or in connection with the Executive’s employment by the Employer, including the circumstances of such termination.

(i)              The parties intend that the severance payments and other compensation provided for herein are reasonable compensation for the Executive’s services to the Employer and shall not constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 and any regulations thereunder.  In the event that the Employer’s independent accountants acting as auditors for the Employer on the date of a Change in Control determine that the payments provided for herein constitute “excess parachute payments,” then the compensation payable hereunder shall be reduced to an

amount the value of which is $1.00 less than the maximum amount that could be paid to the Executive without the compensation being treated as “excess parachute payments” under Section 280G.  The allocations of the reduction required hereby among the termination benefits payable to the Executive shall be determined by the Executive.  In the event that the Bank becomes in troubled condition, any severance payment will be in conformance with federal and state regulating guidelines.

(j)              Notwithstanding any other provision in this Agreement, if the Executive is determined by the Board, as of the date of termination of employment with the Employer, to be a “specified employee,” as such term is defined in Treasury Regulation § 1.409A-1(i), then all severance payments and other payment, except for other payments of base salary at the Employer’s standard payroll procedures, reimbursement of expenses, and other than as a result of death, that would normally be paid within six months and one day from the date of termination of employment shall be paid on the first day of the seventh month following termination of employment.

5.                                        Ownership of Work Product .  The Employer shall own all Work Product arising during the course of the Executive’s employment (prior, present or future).  For purposes hereof, “Work Product” shall mean all intellectual property rights, including all Trade Secrets, U.S. and international copyrights, patentable inventions, and other intellectual property rights in any programming, documentation, technology or other work product that relates to the Employer, its business or its customers and that the Executive conceives, develops, or delivers to the Employer at any time during her employment, during or outside normal working hours, in or away from the facilities of the Employer, and whether or not requested by the Employer.  If the Work Product contains any materials, programming or intellectual property rights that the Executive conceived or developed prior to, and independent of, the Executive’s work for the Employer, the Executive agrees to point out the pre-existing items to the Employer and the Executive grants the Employer a worldwide, unrestricted, royalty-free right, including the right to sublicense such items.  The Executive agrees to take such actions and execute such further acknowledgments and assignments as the Employer may reasonably request to give effect to this provision.

6.                                        Protection of Trade Secrets .  The Executive agrees to maintain in strict confidence and, except as necessary to perform her duties for the Employer, the Executive agrees not to use or disclose any Trade Secrets of the Employer during or after her employment.  “Trade Secret” means information, including a formula, pattern, compilation, program, device, method, technique, process, drawing, cost data or customer list, that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

7.                                        Protection of Other Confidential Information .  In addition, the Executive agrees to maintain in strict confidence and, except as necessary to perform her duties for the Employer, not to use or disclose any Confidential Business Information of the Employer during her employment and for a period of 24 months following termination of the Executive’s employment.  “Confidential Business Information” shall mean any internal, non-public information (other than Trade Secrets already addressed above) concerning the Employer’s financial position and results of operations (including revenues, assets, net income, etc.); annual and long-range business plans; product or service plans; marketing plans and methods; training, educational and administrative manuals;