Years of service means a period of continual service with the Bank and shall
include a Participants service with a financial institution that the Bank has acquired.
Disability means, because of a
medically determinable physical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of at least 12 months, (x) the Participant is unable to engage in any substantial gainful
activity, or (y) the Participant is receiving income replacement benefits for a period of at least three months under an accident and health plan of the Bank. Medical determination of disability may be made either by the Social Security
Administration or by the provider of an accident or health plan covering employees of the Bank. Upon request of the Compensation Committee, the Participant must submit proof to the Compensation Committee of the Social Security Administrations
or providers determination.
(b) Employment Termination During a Plan Year. In the case of employment termination
during a Plan Year, the Participant forfeits all expectation of and entitlement to an award for the Plan Year in which employment termination occurs, regardless of the reason employment termination occurs. In its sole discretion, however, the
Compensation Committee may at the end of the Plan Year elect to make a pro rata award payment to the terminated Participant or to the Participants representative or estate, for example in the case of a Participant who retires during a
Plan Year or who dies or becomes disabled during a Plan Year.
10. Amendment, Suspension, or Termination. The Board
may amend, suspend, or terminate the Plan in whole or in part, but only if the Compensation Committee first recommends that action. Likewise, the Board of Directors also shall have authority to reinstate any or all of the provisions of the Plan if
the Plan is suspended or terminated, but only if the Compensation Committee first recommends that action.
11. No Right to
an Incentive Award or to Continued Employment. Neither the establishment of the Plan nor the provision for or payment of any amounts hereunder nor any action by the Bank, by the Board, or by the Compensation Committee concerning the Plan shall
be held or construed to confer upon any person any legal right to receive, or any interest in, an incentive award or any other benefit under the Plan, or any legal right to be continued in the employ of the Bank.
12. Unfunded Arrangement. The Bank shall not be required to fund or otherwise segregate any cash or any other assets that
may at any time be paid to Participants under the Plan. The Plan constitutes an unfunded plan. The Bank shall not, by any provisions of the Plan, be deemed to be a trustee of any property, and any rights of any Participant or former Participant
shall be no greater than those of a general unsecured creditor of the Bank.
13. Non-Transferability of Benefits and Interests. No benefit payable under the
Plan shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or garnishment by creditors, and any such attempted action shall be void. This section 13 shall not apply to an assignment of a contingency or
payment due (x) after the death of a Participant to the deceased Participants legal representative or beneficiary or (y) after the disability of a Participant to the disabled Participants personal representative.