The Employer hereby agrees to employ the Executive, and the Executive hereby accepts such employment, during the Contract Period upon the terms and conditions set forth herein.  The Company and the Bank may, in the exercise of their sole discretion, transfer the Executive's employment relationship from the Bank to the Company, or from the Company to the Bank, in which case the transferee employer shall be the Employer for all purposes of this Agreement.  The transfer of the Executive's employment relationship between the Bank and the Company shall not be deemed to be either an actual or constructive termination of the Executive or "Good Reason" for any purpose of this Agreement, and the Executive's employment shall be deemed to have continued without interruption for all purposes of this Agreement.