Employee Benefits; Vacation; Expenses; Non-Employee Director Compensation. (a)You will be entitled to participate in all employee benefit plans that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees, subject to satisfying the applicable eligibility requirements. Unless otherwise provided in this Agreement, all benefits are subject to the terms and conditions of the plan or arrangement under which such benefits accrue, as may be amended or terminated at any time and from time to time in the sole discretion of the Company.(b)You will be entitled to annual paid time off in accordance with the Company’s policy applicable to senior executives, but in no event less than four (4) weeks per calendar year (prorated for any partial calendar year of employment).(c)You will be entitled to a benefit at Company expense that pays upon your death a lump sum cash amount equal to $750,000. The Company may provide this benefit, in its sole discretion, through its purchase of a life insurance policy, in which event you will fully cooperate with any physical examination and other underwriting requirements to obtain such life insurance. The Company will deduct any applicable tax withholdings from other compensation due to you or from the proceeds of such benefit, as may apply.(d)During the Term, the Company shall pay or reimburse you for the monthly dues (but not any capital assessments) of membership in one social and one business club selected at your reasonable discretion.(e)Upon presentation of appropriate documentation, you will be reimbursed in accordance with the Company’s expense reimbursement policy for all reasonable and necessary business expenses (including your cell phone expenses) incurred in connection with the performance of your duties hereunder. You will also be paid a car allowance of $750 per month.(f)You agree that you are not entitled to receive any compensation under the Holding Company’s Non-Employee Director Compensation Program for periods after December 31, 2020; provided, however, that you will be entitled to receive the $200,000 special incentive installment payment attributable to service in 2020 that is payable in March 2021.VP/#41967145.7 Roberto R. Herencia Page 4(g)You will be reimbursed for reasonable professional fees (attorneys, accountants, tax advisers) incurred by you in the preparation, negotiation and execution of this Agreement (and other agreements referenced herein) in an amount not to exceed $10,000.