Form of Change in Control Agreement between Everett Co-operative Bank and certain executive officers

The term of this Agreement shall commence as of the Effective Date and shall continue thereafter for a period of             (        ) years.

Commencing on the first anniversary of this Agreement (the “Anniversary Date”) and continuing on each Anniversary Date thereafter, the term of this Agreement shall renew for an additional year such that the remaining term of this Agreement is always             (        ) years provided, however, that in order for this Agreement to renew, the Compensation Committee of the Board of Directors of the Bank (the “Committee”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, have the Chief Executive Officer of the Bank conduct a comprehensive performance evaluation and review of Executive and present his evaluation to the Committee for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which decision shall be included in the Committee minutes. If the decision is not to renew this Agreement, then the Bank shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30)

Notwithstanding the foregoing, in the event that the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control as defined herein, then the term of this Agreement shall be extended and shall terminate twenty four (24) months following the date on which the Change in Control occurs. The initial term and all renewals thereafter shall be referred to as the “Term” under this Agreement.

Change in Control means a change in control of the Bank or Company, as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, including the following:

Change in ownership: A change in ownership of the Bank or the Company occurs on the date any one person or group of persons accumulates ownership of more than 50% of the total fair market value or total voting power of the Bank or the Company; or

Change in effective control: A change in effective control occurs when either (i) any one person or more than one person acting as a group acquires within a twelve (12)-month period ownership of stock of the Bank or Company possessing 35% or more of the total voting power of the Bank or Company; or (ii) a majority of the Bank’s or Company’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed in advance by a majority of the Bank’s or Company’s Board of Directors (as applicable), or

Change in ownership of a substantial portion of assets: A change in the ownership of a substantial portion of the Bank’s or Company’s assets occurs if, in a twelve (12)-month period, any one person or more than one person acting as a group acquires assets from the Bank or Company having a total gross fair market value equal to or exceeding 40% of the total gross fair market value of the Bank’s or Company’s entire assets immediately before the acquisition or acquisitions. For this purpose, “gross fair market value” means the value of the Bank’s or Company’s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets.

Good Reason means a termination by Executive, without Executive’s express written consent, if any of the following occurs:

a material reduction in Executive’s base compensation, except for across-the-board reductions similarly affecting all or substantially all of the Bank’s executive officers;

a material reduction in Executive’s authority, duties or responsibilities;

a relocation of Executive’s principal place of employment by more than twenty (25) miles from the Bank’s main office location as of the date of this Agreement; or

any other action or inaction that constitutes a material breach of this Agreement by the Bank.

Termination for Cause means termination because of, in the good faith determination of the Board, Executive’s:

material act of dishonesty or fraud in performing Executive’s duties on behalf of the Bank;

willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank;

incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry);

breach of fiduciary duty involving personal profit;

intentional failure to perform stated duties under this Agreement after written notice thereof from the Board;

willful violation of any law, rule or regulation (other than traffic violations or similar offenses which results only in a fine or other non-custodial penalty) that reflect adversely on the reputation of the Bank, any felony

material breach by Executive of any provision of this Agreement.

Disability means any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months that renders the Executive unable to engage in any substantial gainful activity.

Separation from Service means the Executive’s termination of employment with the Bank within the meaning of Section 409A of the Internal Revenue Service and the Regulations promulgated thereunder.

If during the term of this Agreement, a Change of Control occurs and within twenty four (24) months following the Change of Control either the Executive’s employment is terminated for any reason other than for death, Disability, or Cause, or the Executive resigns for Good Reason within twenty four (24) months following the Change of Control, the Executive shall be entitled to:

receive a lump sum cash severance payment equal to          times the sum of: (i) Executive’s then current base salary and (ii) the average of his cash bonus earned over the three (3) years immediately preceding the Change in Control. Years in which no bonus was earned shall not be included for purposes of calculating the average in this paragraph (a)(i);

continue participation in the Bank’s health insurance plans (to the extent permitted by the plan and law) in which the Executive was participating as his Date of Termination, until the earlier of 18 months following the Date of Termination or the procurement by the Executive of health insurance coverage pursuant to another plan. In the event continued participation in the Bank’s health insurance plans is not permitted under plans or by law, the Executive will receive a lump sum cash payment equal to the cost of Consolidated Omnibus Budget Reconciliation Act (COBRA) coverage for 18 months following the Date of Termination; and

his Accrued Obligations (as defined below).

In the event any payment or distribution of any type to or for the benefit of Executive made by the Bank, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets in connection with a “change in control” (within the meaning of Code Section 280G and the regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (the “Total Payments”), would otherwise exceed the amount that could be received by Executive without the imposition of an excise tax under Code Section 4999 (the “Safe Harbor Amount”), then the Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance with the applicable provisions of Code Section 280G and the regulations thereunder, does not exceed the greater of: (i) the Safe Harbor Amount, or (ii) the greatest after-tax amount payable to Executive after taking into account any excise tax imposed under Code Section 4999 on the Total Payments.

Following a Change in Control, any termination of employment shall be communicated by Notice of Termination. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

“Date of Termination” shall mean the date specified in the Notice of Termination (which, in the case of a Termination for Cause, shall be immediate). In no event shall the Date of Termination exceed 30 days from the date Notice of Termination is given.

Non-Competition and Non-Solicitation. The benefits provided to Executive under this Agreement are specifically conditioned on Executive’s covenant that, during Executive’s employment and for a period of one (1) year following the Executive’s termination of employment with the Bank, Executive will not, without the written consent of the Bank, either directly or indirectly:

solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank or any affiliate of the Bank, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business which operates an insured depository institution that competes with the Bank or any affiliate of the Bank, within twenty-five (25) miles of the Bank’s headquarters (the “Restricted Territory”).

become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other business that operates an insured depository institution that competes with the Bank or any affiliate of the Bank, that is: (A) headquartered within the Restricted Territory, determined on the earlier of the date of occurrence of the event or the effective date of termination of employment; or (B) has one or more banking offices, but is not headquartered within the Restricted Territory, but in the latter case, only if Executive would be employed to directly solicit business or have other direct solicitation responsibilities or solicitation duties within the Restricted Territory, and in either case, this sub-section 5(a)(ii) shall apply following Executive’s termination of employment only if Executive is entitled to receive the severance benefits described in Section 3 of this Agreement.

Unauthorized Disclosure and Confidential Information. While employed by the Bank, and continuing after the date the Executive’s employment is terminated for any reason, Executive shall not, directly or indirectly, use any Confidential Information (as hereinafter defined) other than pursuant to Executive’s employment by and for the benefit of the Bank, or disclose to anyone outside of the Bank any such Confidential Information.

any idea, improvement, index, trading program, database, invention, innovation, development, technical data, design, formula, device, pattern, concept, computer program, software, firmware, source code, object code, algorithm, subroutine, object module, schematic, model, diagram, flow chart, manual, compilation of information, or work in process, or parts thereof, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form); and

the name of any Customer, Executive or consultant, marketing or sales material, plan or survey, business plan or opportunity, investment plan or strategy, business proposal, financial record, Customer record or business record or other record or information relating to the business conducted or, to Executive’s knowledge, contemplated, by the Bank during the period of Executive’s employment.

Equitable Relief. Executive agrees that any breach of Executive’s obligations set forth in this Section 5 will cause irreparable damage to the Bank and in the event of such breach the Bank or its successor shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violations of Executive’s obligations hereunder.

Periods of Noncompliance and Reasonableness of Periods. The Company, the Bank and the Executive acknowledge and agree that the restrictions and covenants contained in this Section 5 are reasonable in view of Executive’s advantageous knowledge of and familiarity with the business of the Bank and its Customers. Notwithstanding anything contained herein to the contrary, if the scope of any restriction or covenant contained in Section 5 is found by a court of competent jurisdiction to be too broad to permit enforcement of such restriction or covenant to its full extent, then such restriction or covenant shall be enforced to the maximum extent permitted by law. The parties hereby acknowledge and agree that a court of competent jurisdiction may reform or blue pencil the Agreement to the fullest extent permitted by law to enforce this Agreement.

Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void, and of no effect.

This Agreement shall be binding upon, and inure to the benefit of, Executive, the Bank and their respective successors and assigns.

This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

It is intended that this Agreement comply with the requirements of Section 409A and all guidance issued thereunder by the U.S. Internal Revenue Service with respect to any nonqualified deferred compensation subject to Section 409A. This Agreement shall be interpreted and administered to maximize the exemptions from Section 409A and, to the extent this Agreement provides for deferred compensation subject to Section 409A, to comply with Section 409A and to avoid the imposition of tax, interest and/or penalties upon Executive under

The payment described in Section 3 above is intended to be exempt from Section 409A as either a short-term deferral within the meaning of the final regulations under Section 409A or under the two-times exception of Treasury Reg. §1.409A-1(b)(9)(iii).

To the extent necessary to comply with Section 409A, in no event may the Executive, directly or indirectly, designate the taxable year of payment.

To the extent necessary to comply with Section 409A, references in this Agreement to “termination of employment” or “terminates employment” (and similar references) shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) and any governing Internal Revenue Service guidance and Treasury regulations (“Separation from Service”), and no payment subject to Section 409A that is payable upon a termination of employment shall be paid unless and until (and not later than applicable in compliance with Section 409A) the Executive incurs a Separation from Service. In addition, if the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) at the time of the Executive’s Separation from Service, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable on account of, and within the first six months following, the Executive’s Separation from Service, and not by reason of another event under Section 409A(a)(2)(A), will become payable on the first business day after six months following the date of the Executive’s Separation from Service or, if earlier, the date of the Executive’s death.