AMENDED AND RESTATED EMPLOYMENT AGREEMENT

a.

The term of this amended and restated Agreement shall include (i) the initial term, consisting of the period commencing on May 21, 2009 (the “Effective Date”) and ending on September 19, 2011, plus (ii) any and all extensions of the initial term made pursuant to this Section 3.

b.

Not later than September 19, 2009, and prior to each September 19 th thereafter, the disinterested members of the Board may extend the term of this Agreement for an additional twelve months, unless Executive elects not to extend the term of this Agreement by giving written notice of his intentions in accordance with Section 17 of this Agreement. Each year, the Board will review Executive’s performance for purposes of determining whether to extend the term of this Agreement and will include the rationale and results of its review in the minutes of its meeting. Executive shall receive notice as soon as possible after such review as to whether the Agreement will be extended for an additional year.

a.

The Bank agrees to pay the Executive an annual base salary of $180,000, payable in accordance with the customary payroll practices of the Bank.

b.

Each year, the Board will review the level of Executive’s base salary, based upon factors they deem relevant, in order to determine whether to maintain or increase Executive’s base salary.

a.

During the term of this Agreement, Executive shall: (i) devote all his business time, attention, skill, and efforts to the faithful performance of his duties as President and Chief Executive Officer of the Bank and the Company; provided, however, that from time to time, Executive may serve on the board of directors of, and hold any other offices or positions in, companies or organizations that will not present any conflict of interest with the Bank or any of their affiliates, and that will not unfavorably affect the performance of Executive’s employment duties, and that will not violate any applicable statute or regulation. Executive shall not engage in any business or activity contrary to the business affairs or interests of the Bank and Company.

b.

Nothing contained in this Agreement prevents or limits Executive’s right to invest in the capital stock or other securities of any business dissimilar from that of the Bank and Company, or, solely as a passive, minority investor, in any business.

c.

Executive agrees to maintain the confidentiality of any and all information concerning the operation or financial status of the Bank or the Company; the names or addresses of any borrowers, depositors and other customers; any information concerning or obtained from such customers; and any other information concerning the Bank or the Company which he gains or of which he becomes aware during the course of his employment with the Bank or the Company. Executive further agrees that, unless required by law or specifically permitted by the Board in writing, he will not disclose to any person or entity, either during or subsequent to his employment, any of the above-mentioned information not generally known to the public, nor shall he use the information in any way other than for the benefit of the Bank or the Company.

a.

Death .   Executive’s employment under this Agreement shall terminate upon his death during the term of this Agreement, in which event Executive’s estate shall receive the compensation due to Executive through the last day of the calendar month in which his death occurred.

b.

Retirement .   This Agreement shall terminate upon Executive’s retirement.  Executive shall be entitled to receive all compensation due to the Executive through his retirement date.

c.

Disability .

i.

The Board or Executive may terminate Executive’s employment after having determined Executive has suffered a Disability. For purposes of this Agreement, “Disability” means a physical or mental infirmity that impairs Executive’s ability to substantially perform his duties under this Agreement and results in Executive becoming eligible for long-term disability benefits under any long-term disability plans of the Bank (or, if no such benefits exist, that impairs Executive’s ability to substantially perform his duties under this Agreement for a period of at least one hundred eighty (180) consecutive days). The Board, in good faith, shall determine whether or not Executive becomes and continues to be permanently disabled for purposes of this Agreement, based upon competent medical advice and other factors that the Board reasonably believes to be relevant. As a condition to any benefits, the Board may require Executive to submit to physical or mental evaluations and tests as the Board or its medical experts deem reasonably appropriate (copies of which shall promptly be provided to Executive and/or his designated representative).

ii.

In the event of his Disability, Executive shall no longer be obligated to perform services under this Agreement. The Bank will pay Executive, as Disability pay, an amount equal to two-thirds ( 2 /3) of Executive’s weekly rate of base salary in effect as of the date of his termination of employment due to Disability. The Bank will make Disability payments on a monthly basis commencing on the first day of the month following the effective date of Executive’s termination of employment due to Disability and ending on the earlier of: (A) the date he returns to full-time employment at the Bank in the same capacity as he was employed prior to his termination for Disability; (B) his death; (C) his attainment of age 65; or (D) the date the Agreement would have expired had Executive’s employment not terminated by reason of Disability. The Bank will reduce Disability pay otherwise due to Executive under this provision by the amount of any short- or long-term disability benefits payable to Executive under any other disability programs sponsored by the Bank. In addition, during any period of Executive’s Disability, the Bank shall continue to provide Executive and his dependents, to the greatest extent possible, all benefits (including, without limitation, benefits under retirement plans and medical, dental and life insurance plans) provided to Executive and his dependents prior to his Disability, on the same terms as if Executive remained actively employed by the Bank.

i.

The Board, by written notice to Executive in the form and manner specified in this paragraph, may immediately terminate Executive’s employment at any time for “Cause”. Executive shall have no rights to receive compensation or other benefits for any period after termination for Cause, except for already vested benefits. Termination for “Cause” shall mean termination because of, in the good faith determination of the Board, Executive’s:

(6)

Willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflects adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or

(7)

Material breach by Executive of any provision of this Agreement.

ii.

Notwithstanding the foregoing, Executive’s termination for Cause will not become effective unless the Bank has delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board, at a meeting of the Board called and held for the purpose of finding that, in the good faith opinion of the Board (after reasonable notice to Executive and an opportunity for Executive to be heard before the Board with counsel), Executive was guilty of the conduct described above and specifying the particulars of his conduct.

e.

Voluntary Termination by Executive .   In addition to his other rights to terminate employment under this Agreement, Executive may voluntarily terminate employment during the term of this Agreement upon at least sixty (60) days prior written notice to the Board. Upon Executive’s voluntary termination, Executive will receive only his compensation, vested rights and employee benefits up to the date of his termination.

f.

Without Cause .

i.

ii.

In the event of his termination of employment under this Section 10(f), Executive shall continue to receive his base salary at the rate in effect at his termination date for the remaining term of the Agreement, unless otherwise delayed in accordance with Section 25 of this Agreement.

g.

Change in Control .   In the event that the employment of the Executive is involuntarily terminated within one (1) year of a Change in Control (as defined in paragraph h below) Executive shall be entitled to the following benefit:

i.

ii.

continuation at the Bank’s expense of health and dental coverage for Executive and his dependents for a period not to exceed the earlier of (i) 36 months from Executive’s termination date; (ii) Executive’s employment with another employer; or (iii) Executive’s death.