Common use of Incentive Compensation Clause in Contracts

Incentive Compensation. Executive shall be eligible to participate in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP terms.

Incentive Compensation. During the term of Executive’s employment under this Agreement, subject to any approval required by applicable laws and governing regulatory agencies or authorities, and in addition to Executive’s Base Salary, Executive shall be eligible to participate in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) receive such additional Incentive Compensation as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change awarded from time to time. Entitlement to and payment of Incentive Compensation is subject to , by the CEO in his discretion and with the approval of the Boards or the Compensation Committee. Any Short-Term It is understood that any such Incentive Compensation to be awarded to Executive shall be payablebased on the Company’s attainment of certain performance goals established by the CEO. During the first quarter of each fiscal year, the CEO will establish target performance criteria to determine the amount of Executive’s Incentive Compensation for that fiscal year. Upon Executive’s achievement of any performance goals which the Company’s board of directors may have established in the discretion of the Boards or consultation with the Compensation Committee, in cash Executive shall be eligible to receive annual Incentive Compensation, provided that, to the extent the Bank’s asset quality, management, liquidity or shares interest rate sensitivity of Holding Company common stock (or a combination thereof) by no later such bank shall not be “less than March 15 satisfactory.” The board of directors of the year following the calendar year in which the STIP award is earnedBank will, in accordance with Employers’ normal practices for its sole discretion, determine whether the payment asset quality, management, liquidity or interest rate sensitivity of Short-Term such bank is “less than satisfactory.” Any Incentive Compensation (earned by Executive shall be paid on or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on before the last fifteenth day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately third calendar month following the end of the applicable performance fiscal year period, of the Company in accordance with Employers’ normal practices for which the payment of Long-Term Incentive Compensation is earned. Notwithstanding anything contained in this Agreement to the contrary, any increase to Executive’s Base Salary and any Incentive Compensation paid to Executive shall be (or otherwise i) in a manner intended to be exempt fromcompliance with applicable regulations, pronouncements, directives, or comply withorders issued or promulgated by any governing regulatory agency or authority and with any agreements by and between the Company, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employersthe Bank Holding Company or the Bank and such regulatory agencies or authorities, Executive must be employed by an Employer on (ii) consistent with the last day safe and sound operation of the applicable performance period to which Bank, and (iii) closely monitored by the Long-Term Incentive CEO and the Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsCommittee.

Incentive Compensation. Executive Prior to the beginning of each fiscal year beginning after your Start Date, the Board will set an earnings target for the Company, which shall be eligible to participate in any short-term incentive plan an after tax, after bonus accrued target (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive CompensationNet Earnings Target”). ThresholdIf the Company achieves 85% or more of the Net Earnings Target, target, superior and maximum corporate performance levels may you shall be established entitled to receive a Bonus equal to (A) the percentage derived by dividing the Company’s actual Net Earnings by the Boards or Net Earnings Target (but in no case exceeding 115%) multiplied by (B) 3% multiplied by (C) the Compensation Committee for each performance period based on earnings growthCompany’s Net Earnings. The resulting amount shall constitute your Bonus. Additionally, profitabilityif the Bonus earned in any fiscal year would exceed 120% of your Salary, asset quality and/or other performance metrics as determined by then the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation excess above 120% shall be payable, in at the sole discretion of the Boards or the Compensation CommitteeCompany, in cash or shares of Holding Company common cash, restricted stock (valued at the then current market price) or stock options (valued based upon the Black-Scholes or similar method and with a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended vesting schedule to be exempt frommutually agreed) provided, however, that your total Bonus (both cash and restricted stock or to comply with Code Section 409A)stock options) shall not exceed 150% of your Salary. To You shall not be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be Bonus with respect to a fiscal year unless you are employed by an Employer on the last day of the applicable performance period to which the Shortsuch fiscal year. It is expected that you will be paid your Bonus within two and one-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion half months of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance fiscal year periodin which it is earned. For the fiscal year in which the Primary Merger becomes effective, you and the Company will agree on a mutually acceptable bonus based on your existing bonus arrangement with FCB Bancorp. But in accordance with Employers’ normal practices no event will the bonus for the payment fiscal year in which the Primary Merger is effective be less than the bonus that you would have earned on your existing bonus arrangement with FCB Bancorp assuming the absence of Long-Term the Primary Merger transaction, as determined in good faith by the Board. Significant Acquisitions. In any compensation year in which there is a Significant Acquisition which has not been factored into the Net Earnings Target for such fiscal year, the Incentive Compensation (or otherwise in a manner intended targets will be adjusted as appropriate to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term enable the Incentive Compensation from Employers, Executive must be employed by an Employer on payout to match the last day expectations of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsBoard.

Incentive Compensation. (i) Executive shall be eligible to receive a “Discretionary Annual Bonus” with a target amount of fifty percent (50%) of the sum of his annual Base Salary and with a maximum of one hundred percent (100%) of the sum of his annual Base Salary. The amount, if any, of each Discretionary Annual Bonus payable to Executive shall be determined by the Board in its sole and absolute discretion, taking into account such criteria as the Board shall deem appropriate. The Board shall make its determination of the amount of the Discretionary Annual Bonus (if any) payable to Executive promptly after the Board’s acceptance of the financial results for the Company’s applicable fiscal year. Executive shall be entitled to receive the Discretionary Annual Bonus (if any) for a given fiscal year so long as he is an employee on the last day of the fiscal year for which the Discretionary Annual Bonus is given. Each such Discretionary Annual Bonus directed to be awarded to Executive shall be payable as soon as practical, but no later than December 15 following the fiscal year of performance. Subject to the foregoing, Executive may be entitled to receive a pro-rata amount of the Discretionary Annual Bonus for any partial calendar year occurring by reason of termination of this Agreement pursuant to Section 5(b) or (c) below. (ii) Executive shall be eligible to participate in any shortequity compensation plan under which similarly-term incentive plan situated senior executives of the Company are eligible to receive equity awards for service to the Company including, without limitation, the Amended and Restated Option(s) Plan (the “STIPOption Plan”). The terms and amounts of any equity awards granted to Executive under the Option Plan or otherwise, shall be determined by the Board in its sole and absolute discretion. The Company will use reasonable commercial efforts to file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-8 (the “Form S-8 Registration Statement”) as soon as is practicable and long-term to cause such Form S-8 Registration Statement to remain effective. (iii) Executive may be eligible to participate in such other incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) compensation programs as may be established by Employers for provided to senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change Company from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Shortto-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termstime.

Incentive Compensation. The Executive shall be eligible to participate in any short-term receive cash incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) compensation as may be established determined by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee or the Board, taking into consideration the CEO’s recommendation, if applicable, from time to time (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). ThresholdFor each fiscal year beginning with the fiscal year ending December 31, target2024, superior and maximum corporate performance levels may the Executive’s target annual Incentive Compensation shall be established 50% of the Base Salary (referred to herein as the “Target Bonus”), subject to increase as determined by the Boards CEO or the Board or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics in their sole discretion. Except as determined by the Boards or the may be set forth in any applicable Incentive Compensation Committee plan and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and any required approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards Board or the Compensation Committee, in cash including pursuant to applicable law, rule, regulation, national securities exchange listing standards or shares of Holding Company common stock (requirements, or a combination thereof) by no later than March 15 the Charter of the year following Compensation Committee, the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended actual amount to be exempt frompaid to the Executive as Incentive Compensation, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employersif any, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, determined in the sole discretion of the Boards CEO, the Board, and/or the Compensation Committee, applying corporate performance targets and other criteria substantially similar to the targets and other criteria applied when determining incentive compensation for the Company’s other executive officers, which criteria shall include, without limitation, corporate financial performance and individual performance measurements or evaluations. Except as may be provided by the Board or the Compensation Committee, or as may otherwise be set forth in cash any applicable Incentive Compensation plan or shares this Agreement, the Executive will not be deemed to have earned, and will not be paid, any Incentive Compensation in respect of Holding a bonus for a fiscal period unless the Executive is actively employed by the Company common stock (or a combination thereof) by no later than March 15 on the date on which the Company is paying its other senior executives under such bonus program. The parties agree that the Executive’s bonus in respect of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices Incentive Compensation for the payment of Long-Term Incentive Compensation fiscal year ended December 31, 2023 shall be Fifty Thousand and 00/100 Dollars (or otherwise in a manner intended $50,000.00), which bonus shall be paid to be exempt fromExecutive by March 1, or comply with2024, Code Section 409A). To be entitled subject to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer the Executive’s continued active employment with the Company on the last day date of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termspayment.

Incentive Compensation. The Company shall pay to the Executive incentive compensation ("Incentive Compensation") in an amount up to 100% of the Base Salary for each calendar year that the Executive is employed under this Agreement ("Bonus Year"), which Incentive Compensation shall be eligible determined and calculated with respect to participate in any short-term incentive plan each Bonus Year as follows: (“STIP”i) and long-term incentive plan (“LTIP”) (orif, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or sole discretion of the Compensation Committee of the Board, the Executive fulfills his individual goals and objectives for such Bonus Year as approved by the Compensation Committee, the Executive shall receive Incentive Compensation in the amount of 25% of the then current Base Salary; (respectivelyii) if, “Short-Term in the sole discretion of the Compensation Committee, the Company achieves the FFO and financial budget objectives approved by the Company's Board of Directors at the beginning of such Bonus Year, the Executive shall receive Incentive Compensation” Compensation in the amount of 50% of the then current Base Salary; and “Long-Term (iii) the remaining 25% of the Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels Compensation may be established by awarded to the Boards or Executive in the sole discretion of the Compensation Committee for each extraordinary performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms during such Bonus Year. The determination of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in made by the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 1 for the preceding Bonus Year by reference to the Company's audited financial statements. Unless otherwise specified by the Company's Chief Executive Officer, one-twelfth of such Incentive Compensation shall be paid monthly during the year following the calendar year in which the STIP award is earnedsuch Bonus Year; provided, however, in accordance the event that the Executive voluntarily terminates his employment under this Agreement pursuant to paragraph 7(a)(i) hereof or the Executive's employment under this Agreement is terminated with Employers’ normal practices for "cause" pursuant to paragraph 7(a)(ii) hereof, the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To Executive shall not be entitled to any payment of Short-Term unpaid Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsCompensation.

Incentive Compensation. (a) Subject to Section 10, with respect to each of the Parent's complete fiscal years contained within the Employment Term (each a "Fiscal Year"), beginning with the 2005 Fiscal Year (i.e., the year ending January 28, 2006), Executive shall earn and be eligible to participate in any short-term paid cash incentive plan compensation (“STIP”"Cash Incentive Compensation") and long-term stock incentive plan compensation (“LTIP”"Stock Incentive Compensation" and collectively with the Cash Incentive Compensation, the "Incentive Compensation") based on the attainment of financial objectives developed by senior management of the Company and approved by the Parent Board (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executivesthe "Target Objectives"), with award opportunities established the Cash Incentive Compensation to be paid by the Operating Company and the Stock Incentive Compensation to be paid by the Parent. The objectives shall be based upon the Operating Company achieving a certain amount of "EBITA" (as defined in paragraph (f) below) for each applicable performance period Fiscal Year ("Target Level"). In any event, the Target Level for each Fiscal Year during the Employment Term shall be determined by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”)of the Parent Board within 90 days of the commencement of such Fiscal Year. Threshold, target, superior and maximum corporate performance levels may The Target Level for each Fiscal Year shall be established by the Boards or adjusted in such manner as the Compensation Committee of the Parent Board shall deem appropriate during such Fiscal Year to reflect changes in circumstances not foreseen at the time such Target Level was established, including, without limitation, as a result of material acquisitions or divestitures. Except as otherwise provided herein, Incentive Compensation with respect to any Fiscal Year shall be earned by Executive if he is employed by the Company at the end of such Fiscal Year. (b) Commencing with the 2005 Fiscal Year, the target amount of Cash Incentive Compensation payable in respect of any Fiscal Year during the Employment Term shall be 100.00% of the Base Salary in effect at the beginning of such Fiscal Year (the "Target Cash Incentive Amount"). If EBITA in any Fiscal Year is 80.00% of the Target Level for such Fiscal Year, the Cash Incentive Compensation payable in respect of such Fiscal Year shall be 33.333% of the Target Cash Incentive Amount. If EBITA in any Fiscal Year exceeds 80.00% of the Target Level, the percentage of the Target Cash Incentive Amount payable in respect of such Fiscal Year shall be equal to the sum of (i) 33.333% plus (ii) 3.333% for each performance period percentage point (calculated to the nearest 1/100th of a percentage point) by which EBITA in such Fiscal Year exceeds 80.00% of the Target Level. If EBITA in any Fiscal Year during the Employment Term exceeds 100.00% of the Target Level for such Fiscal Year, the Cash Incentive Amount payable hereunder in respect of such Fiscal Year, as calculated in accordance with the immediately preceding sentence, can exceed the Target Cash Incentive Amount. (c) Commencing with the 2005 Fiscal Year, the target amount of Stock Incentive Compensation payable in respect of any Fiscal Year during the Employment Term shall be that number of restricted shares of Common Stock of the Parent ("Restricted Stock") having an aggregate fair market value nearest to $400,000 ("Target Stock Incentive Amount"). Such fair market value shall be based upon the mean between the highest and lowest per share sale prices of Parent's Common Stock as reported on earnings growththe principal national securities exchange or National Association of Securities Dealers Automated Quotation/National Market System on which such stock is traded on the Applicable Measurement Date (as such term is defined herein) or, profitabilityif there is no such sale on that date, asset quality and/or then on the last preceding date on which such a sale is made (the "Market Value"). The Restricted Stock shall be issued pursuant to the Parent's 1997 Long Term Incentive Plan, as amended, or such other performance metrics as determined successor or similar plan approved by the Boards or Parent Board and Parent's stockholders (a "Plan"), and a restricted stock agreement to be entered into by Executive and the Compensation Committee and Parent which shall be subject substantially in the form of Annex A hereto. If EBITA in any Fiscal Year is 80.00% of the Target Level for such Fiscal Year, the Stock Incentive Compensation payable in respect of such Fiscal Year shall be 33.333% of the Target Stock Incentive Amount. If EBITA in any Fiscal Year exceeds 80.00% of the Target Level, the percentage of the Target Stock Incentive Amount payable in respect of such Fiscal Year shall be equal to the terms sum of (i) 33.333% plus (ii) 3.333% for each percentage point (calculated to the nearest 1/100th of a percentage point) by which EBITA in such Fiscal Year exceeds 80.00% of the specific plan and award agreement (or other similar documentation)Target Level. Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of The Stock Incentive Compensation is subject payable in respect of any Fiscal Year shall be that number of shares of Restricted Stock having a Market Value nearest to the discretion and approval applicable percentage of the Boards or Target Stock Incentive Amount, and the maximum amount of Stock Incentive Compensation Committeepayable in respect of any Fiscal Year shall be limited to the Target Stock Incentive Amount. Any Short-Term For purposes hereof, the "Applicable Measurement Date" for determining the Market Value of the Target Stock Incentive Amount issuable for any Fiscal Year shall be the date on which the audited financial statements shall have been completed by Parent's independent public accountants. By way of example, if EBITA in a Fiscal Year is 90% of the Target Level, the Stock Incentive Compensation payable in respect of such Fiscal Year would be equal to 66.666% of $400,000 worth of Restricted Stock, divided by the mean share price of Parent Common Stock on the date the audit for such year is completed; if the applicable per share stock price on such date was $25, Executive would earn 10,667 (i.e., (66.666%x$400,000)/$25) shares hereunder in respect of such Fiscal Year. (d) No Incentive Compensation shall be payable, payable in the discretion respect of any Fiscal Year in which EBITA for such Fiscal Year is less than 80% of the Boards or Target Level for such Fiscal Year. (e) Subject to the provisions of Section 10 of this Agreement, (i) Cash Incentive Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by shall be paid to Executive no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following 2 1/2 months after the end of the applicable performance year periodFiscal Year for which it is payable, or three days after the audited results for the Operating Company for such Fiscal Year becomes available, whichever is later, and shall be based on the audited income statement of the Operating Company for that year, a copy of which will be furnished to Executive and (ii) the delivery of the Restricted Stock comprising the Stock Incentive Compensation earned for each Fiscal Year, if any, under this Section 4 shall be made at the same time the Cash Incentive Compensation is paid. Each income statement provided hereunder and a computation of the Incentive Compensation based thereon, shall be accompanied by a certificate signed by the Company's Chief Financial Officer stating that (A) such financial statements were prepared in accordance with Employers’ normal practices for generally accepted accounting principles consistently applied during the payment period covered thereby and (B) the related computation has been prepared in accordance with the provisions of Long-Term Incentive Compensation (or otherwise in a manner intended this Agreement. The Company hereby covenants to cause an audited income statement of the Operating Company to be exempt fromprepared with respect to each Fiscal Year occurring during the Employment Term. (f) For purposes of this Agreement, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day term "EBITA" shall mean the net profit of the applicable performance period to which the Long-Term Incentive Compensation relatesOperating Company, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP terms.adjusted for inventory on a specific identification basis, after all expenses but before any (i) interest, (ii) income taxes or other taxes based on profits,

Incentive Compensation. During the Employment Period, Executive shall will be eligible to participate in one or more of Cedar Fair’s cash incentive compensation plans and equity incentive plans (awards or compensation under any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor such plans or arrangements) being referred to as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold) including the Company’s 2008 Omnibus Incentive Plan (or any successor thereto (the “Company Omnibus Plan”) at a level appropriate to Executive’s position and performance, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as solely determined by the Boards or Board. Any cash incentive (‘Annual Cash Incentive”) payable to Executive for a calendar year shall be paid to Executive at the Compensation Committee and same time that other senior executives of the Company receive bonus payments, but in no event later than March 15 of the calendar year following the end of the calendar year to which such Annual Cash Incentive relates. Executive shall not be paid any Annual Cash Incentive with respect to a calendar year unless Executive is employed with the Company on the last day of the calendar year to which such Annual Cash Incentive relates, except as otherwise set forth in Section 6 hereof. Any Equity award shall be subject to the terms and conditions set forth in the Company Omnibus Plan and an applicable award agreement entered into thereunder, which shall not be inconsistent with the Plan or this Agreement, and to approval of such grant by the Board; provided that upon the occurrence of a Change in Control, Executive shall become immediately vested in any equity award granted to Executive pursuant to the Company Omnibus Plan, in each case, then held by the Executive as of the specific plan and date of such Change in Control provided further that any equity awards conditioned upon performance criteria, goals or objectives that so vest upon a Change in Control shall be, payable at the level specified in the Company Omnibus Plan or an applicable award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to as specified in connection with the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payablegrant, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termswhere applicable.

Incentive Compensation. Executive (i) In addition to Base Compensation, Employee shall be eligible to participate in any short-term incentive plan receive additional compensation (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”), pursuant to such Incentive Compensation Plan as may from time to time be adopted by the Employer. ThresholdThe Incentive Compensation Plan will have two components. First, targetthe Plan will provide that Employee is eligible to receive an annual bonus of up to $350,000. This component of the Incentive Compensation Plan will provide that the amount of the bonus will be based on a formula tied to the Employee’s performance, superior the performance of Employer’s Fund Management and maximum corporate performance levels Advisory business and Employer’s company-wide performance. The formula will be initially determined (and may be established modified from time to time) by the Boards or the Compensation Committee on the recommendation of the CEO or COO; provided, however, that the formula will have criteria and metrics that are substantially similar to that used to calculate incentive compensation for each the Employer’s other senior executives and that the formula will be weighted at least 30% toward the performance period of Employer’s Fund Management and Advisory business. Second, the Plan will provide that Employee may earn additional Incentive Compensation of up to One Hundred Fifty Thousand Dollars ($150,000) per year for superior performance by Employer’s Fund Management and Advisory business. This component of the Incentive Compensation Plan will provide that the amount of the bonus will be based on earnings growthachievement by the Fund Management and Advisory business of specified targets of cash available for distribution, profitability, asset quality and/or other performance metrics as determined by the Boards Compensation Committee on the recommendation of the CEO or COO. (ii) Incentive Compensation may at the election of the Compensation Committee and shall be subject take the form of cash or the stock of Municipal Mortgage & Equity, LLC (the “Company”) and, to the terms extent it consists of stock, may be awarded under the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change Employer’s Share Incentive Plan as in effect from time to time. Entitlement Stock awarded under the Employer’s Share Incentive Plan typically vests over three years (one-third at the time of the award and one-third on each of the next succeeding anniversary dates). Employer shall offer Employee similar incentive opportunities (including future share awards) to and payment of those afforded other senior management personnel; provided, however, that Employee acknowledges that the formula set forth in the Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation CommitteePlan may vary for each employee who participates therein. Any Short-Term Incentive Compensation for any given fiscal year (including the partial year 2005) shall be payable, in determined no later than 60 days after the discretion end of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by Employer’s fiscal year and paid no later than March 15 after the close of the fiscal year. Except as otherwise specifically provided herein, if Employee shall be employed for only a portion of a fiscal year following the calendar year in for which the STIP award Employee is earnedeligible for Incentive Compensation, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsprorated.

Incentive Compensation. (i) During the Employment Period, commencing with the calendar year that includes the Effective Date, Executive shall be eligible to participate in any shortreceive a “Discretionary Annual Bonus” with a target amount of one hundred percent (100%) of his Base Salary and with a maximum of one hundred seventy-term incentive plan five percent (“STIP”175%) and long-term incentive plan (“LTIP”) (orof his Base Salary. The amount, in if any, of each case, successor plans or arrangements) as may Discretionary Annual Bonus payable to Executive shall be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or Playa Board in its sole and absolute discretion, taking into account such criteria as the Compensation Committee and Playa Board shall deem appropriate. The Playa Board shall make its determination of the amount of the Discretionary Annual Bonus (if any) payable to Executive promptly after the Playa Board’s acceptance of the financial results for the applicable year. Executive shall be subject entitled to receive the terms Discretionary Annual Bonus (if any) for a given year so long as he is an employee on the last day of the specific plan and award agreement (or other similar documentation)year for which the Discretionary Annual Bonus is given. Specific STIP and LTIP criteria may change from time Each such Discretionary Annual Bonus directed to time. Entitlement be awarded to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation Executive shall be payablepayable as soon as practical, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by but no later than March 15 of the year following the calendar year in which of performance. Subject to the STIP award is earnedforegoing, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To Executive may be entitled to receive a pro-rata amount of the Discretionary Annual Bonus for any payment partial calendar year occurring by reason of Short-Term Incentive Compensation from Employerstermination of this Agreement pursuant to the terms of Section 5(b) or (c) below. (ii) During the Employment Period, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payableeligible to participate in any equity compensation plan under which similarly situated senior executives of Employer are eligible to receive equity awards for service to Employer (as it has been or may be amended and/or restated from time to time, the “EIP”). The terms and amounts of any EIP awards granted to Executive shall be determined by the Playa Board in its sole and absolute discretion. (iii) During the Employment Period, Executive may be eligible to participate in such other incentive compensation programs as may be provided to senior executives of Employer or the Playa Affiliates, as such programs may be amended and/or restated from time to time. (iv) Notwithstanding anything to the contrary contained in this Agreement, Executive’s entitlement to any Discretionary Annual Bonus and any award granted to Executive under the EIP or any other incentive compensation program shall be determined and approved by the Playa Board, in the discretion of the Boards or the Compensation Committee, each case in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 its sole and 7 herein and subject to LTIP termsabsolute discretion.

Incentive Compensation. Executive The Parent Companies shall be eligible retain as an Excluded Liability any obligations to participate make payments to any Spinco Business Employee in any shortrespect of a cash-term incentive plan (“STIP”) and based long-term incentive plan (“LTIP”) (orperformance award granted by Parent under the Parent Amended and Restated 2011 Incentive Performance Award Plan, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Parent Long-Term Incentive Compensation” Cash Plan (“LTIC”) and together the Parent Key Employee Engagement Plan (“Incentive CompensationKEEP”). Threshold) prior to 2016, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and which payments shall be subject to made by Parent at the time such payments are otherwise due under the terms of the specific plan applicable Benefit Arrangement. At the Distribution Effective Time, the Spinco Companies shall assume as Assumed Liabilities the liabilities and award agreement (or other similar documentation)obligations of the Parent Companies under all cash-based long-term incentive performance awards granted by Parent to Spinco Business Employees in 2016 under the LTIC and the KEEP, and any payments in respect of such awards shall be made by the Spinco Companies at the time such payments are otherwise due under the terms of the applicable Benefit Arrangement. Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Unless the Parent Companies have paid the Spinco Business Employees their annual incentive bonus for the year in which the Distribution Date occurs under the Lockheed ▇▇▇▇▇▇ Corporation 2006 Management Incentive Compensation is subject Plan (Performance-Based), the Lockheed ▇▇▇▇▇▇ Corporation Attorney Incentive Plan, the Lockheed ▇▇▇▇▇▇ Corporation Cyber Compensation Plan, the Lockheed ▇▇▇▇▇▇ Corporation Employee Incentive Plan, the Lockheed ▇▇▇▇▇▇ Corporation Variable Incentive Plan, the Lockheed ▇▇▇▇▇▇ Corporation LMUK Variable Pay Plan or any other annual cash incentive or sales incentive compensation arrangement covering Spinco Business Employees (the “Bonus Plans”), Spinco agrees to maintain the Bonus Plans as in effect immediately prior to the discretion and approval Distribution Date at least until the end of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earnedDistribution Date occurs, and Spinco shall pay to each such Spinco Business Employee an incentive bonus under the applicable Bonus Plan for the calendar year in which the Distribution Date occurs in the amount determined by Parent in accordance with Employers’ normal practices for the payment terms of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 such Bonus Plan and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment past practice promptly following receipt by Spinco of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation written notice from Employers, Executive must be employed by an Employer on the last day Parent advising Spinco of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsamount of each such bonus.

Incentive Compensation. Executive Administrator shall be eligible to participate for incentive compensation based upon Administrator’s successful completion of the goals set forth in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be Performance Objectives established by the Boards or the Compensation Committee District for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change Administrator from time to timetime and the relevant weight to be assigned to each objective attained. Entitlement The Superintendent and the Administrator shall agree in writing on the Performance Objectives and goals for each school year of this Contract. Incentive compensation may be earned as follows: (a) Up to an additional $5,000 per contract year if the Superintendent determines that the Administrator has attained or exceeded 100% of the Performance Objectives for the contract year; (b) Up to an additional $4,500 per contract year if the Superintendent determines that the Administrator has attained or exceeded 90% but less than 100% of the Performance Objectives for the contract year; or (c) Up to an additional $4,000 per contract year if the Superintendent determines that the Administrator has attained or exceeded 80% but less than 90% of the Performance Objectives for the contract year. Superintendent shall use a reasonableness standard in assessing Administrator’s achievement of established Performance Objectives. No amount awarded to Administrator as incentive compensation shall be rolled over, or otherwise constitute a permanent part of the Administrator’s salary. This Dispute Resolution Mechanism (the “DRM”) is designed to provide the District and payment the Administrator with a formal mechanism to resolve employment disputes that cannot be resolved informally. By executing the Administrative Contract and thereby agreeing to this DRM, Administrator waives all rights to file a lawsuit in Court or commence any other sort of Incentive Compensation litigation regarding the types of claims covered herein. The dispute resolution process set forth in this Agreement is subject the Administrator’s only recourse against the District for alleged claims which are related to the discretion employment and approval which are covered by this DRM. Except as set forth below, the disputes covered by this DRM (the “Covered Claims”) include any claim under applicable state or federal law that the Administrator has or may have against the District, including, but not limited to, all contract-based claims, claims that the District violated statutory employment laws (such as anti-discrimination and anti-harassment laws), constitutional claims, tort claims (such as defamation or negligence), and any claims based on any other federal, state or local statute, regulation or common law doctrine relating to employment. The Covered Claims shall include any claim described above which could be brought by Administrator against the District, all of the Boards past and current trustees of the District’s Board of Education, and all of the District’s directors, officers, agents, attorneys, representatives, Administrators, and contractors, and their respective successors and assigns. The Covered Claims shall also include any claims against the District regarding any employee health and welfare benefit plan, but Administrator must first exhaust available administrative remedies available under such plan before invoking this DRM. It is the intent of the parties that this DRM cover, to the fullest extent possible under applicable law, all claims Administrator may have against the District relating to his or her employment. However, where statutory rights cannot be waived, and where the exclusive forum for claims regarding such statutory rights is set forth in such statute (e.g., claims Administrator might have under the Michigan Workers’ Disability Compensation Act, the Michigan Employment Security Act, or the Compensation CommitteeMichigan Teacher Tenure Act) such claims are not covered by this DRM. Any Short-Term Incentive Compensation shall Additionally, class action claims may not be payable, in instituted under this DRM (though the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices Administrator may bring individual claims on his own behalf that might otherwise qualify for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409Aclass certification). To be entitled file a claim and initiate the dispute resolution mechanism the Administrator must send a written demand to any payment initiate the DRM to the District’s Human Resources Services Division (in care of Shorteither the Deputy Superintendent for Administrative Services or the then top-Term Incentive Compensation from Employers, Executive must be employed by an Employer on ranking administrative professional in the last day District’s Human Resource Services Division) within one hundred eighty (180) calendar days after the date the Administrator first had knowledge of the applicable performance period events or circumstances giving rise to the claim. The written demand shall include a statement of the nature of the dispute, including the alleged act or omission at issue, the names of all persons involved in the dispute, the facts on which the Short-Term Incentive Compensation relates except as otherwise provided claims are based, the amount in Agreements paragraph 6 controversy, if any, and 7 hereinthe relief sought. Any Long-Term Incentive Compensation earned The written demand shall be payable, in sent to the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock District’s Human Resources Services Division (or a combination thereof“HRS”) by no later certified or registered mail, return receipt requested. The Administrator understands that this is a waiver of any statute of limitations provided under statutory or common law that is greater than March 15 of the year immediately following 180-day time period. Claims initiated after the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long180-Term Incentive Compensation (or otherwise in a manner intended to day period shall be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 void and 7 herein and subject to LTIP termsdeemed waived.

Incentive Compensation. Within 15 business days following the Effective Date, United shall pay to Executive shall be eligible a lump sum cash payment equal to participate Executive's target "incentive opportunity" (as defined in UA's Incentive Compensation Plan as in effect immediately prior to the United Breach, or any short-term incentive comparable replacement plan (“STIP”) and long-term incentive such plan (“LTIP”) (oror replacement plan, in each casethe "Incentive Compensation Plan")), successor plans or arrangements) as may be established multiplied by Employers for senior executives at levels comparable to those offered to other comparable senior executivesa fraction, with award opportunities established for each applicable performance period by the Boards or numerator of which is the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms number of days between January 1st of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award Effective Date occurs and the Effective Date, and the denominator of which is earned365. In addition, in accordance if Executive's incentive opportunity with Employers’ normal practices for respect to the immediately preceding fiscal year has not yet been paid or deferred as of the Effective Date, Executive shall be paid Executive's incentive opportunity, if any, that would have been paid with respect to such fiscal year, calculated without regard to any United Breach that would adversely affect the computation of such incentive opportunity, which payment shall made to Executive at the time it would otherwise have been paid pursuant to terms of Short-Term the Incentive Compensation Plan. United shall also pay Executive during the Term a monthly payment (or otherwise the "Monthly Incentive Payment") equal to one-twelfth of Executive's target incentive opportunity (as defined in a manner intended the Incentive Compensation Plan, and calculated by reference to the Basic Salary); provided, however, that if the Term is extended pursuant to Paragraph 2(B) hereof, the amount payable per month to Executive shall equal (i) the Monthly Incentive Payment multiplied by 24, divided by (ii) the number of whole and partial months between the Effective Date and the Qualifying Date. All payments will be exempt fromsubject to withholding for taxes and other purposes as required by applicable law. During the Term, or to comply with Code Section 409A). To Executive will not be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled increase nor subject to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided decrease in Agreements paragraphs 6 and 7 herein and subject to LTIP termssuch incentive payments.

Incentive Compensation. In addition to Base Compensation, for each calendar year ending within the Employment Term, the Executive shall be entitled to receive additional compensation (“Incentive Compensation”) in an amount as shall be determined by the Committee, in its sole and absolute discretion, based on the financial performance goals established by the Committee for each such calendar year (the “Performance Goals”). With the exception of the 2016 calendar year, the Performance Goals shall be set by the Committee within 30 days of December 31st of each calendar year of the Employment Term. For each calendar year during the Employment Term, the Executive shall have the opportunity to earn an annual bonus (the “Annual Bonus”) in an amount up to 100% of his Base Compensation, based upon the Company’s achievement of the applicable the Performance Goals established by the Board with respect to each such year. Each calendar year during the Employment Term, the Executive shall earn an Annual Bonus equal to (i) 25% of his then Base Compensation upon the achievement of a minimum threshold level of the Performance Goal set by the Board with respect to such year (the “Minimum Level”); (ii) 75% of his then Base Compensation upon the achievement of the target level of the Performance Goal set by the Board with respect to such year (the “Target Level”); and (iii) a maximum bonus equal to 100% of his then Base Compensation upon the achievement of the maximum level of the Performance Goal set by the Board with respect to such year (the “Maximum Level”). To the extent the Company’s achievement has exceeded the Performance Goal set by the Board for the (i) Minimum Level but not the Target Level, the Executive shall be entitled to an Annual Bonus equal to the percentage of his then Base Compensation determined by the linear interpolation between the Minimum Level and the Target Level bonus percentages; and (ii) Target Level but not the Maximum Level, the Executive shall be entitled to an Annual Bonus equal to the percentage of his then Base Compensation determined by the linear interpolation between the Target Level and the Maximum Level bonus percentages. For the year ending December 31, 2016, the Executive shall be eligible to participate receive a prorated Annual Bonus (calculated as the Annual Bonus that would have been paid for the entire calendar year multiplied by a fraction the numerator of which is equal to the number of days the Executive worked in any short-term incentive plan (“STIP”) the applicable calendar year and long-term incentive plan (“LTIP”) (or, the denominator of which is equal to the total number of days in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”such year). ThresholdThe Annual Bonus, targetif any, superior and maximum corporate performance levels may will be established by paid upon the Boards or earlier of (i) the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms availability of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to Company’s audited financial statements for the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the applicable fiscal year following the calendar year in which the STIP award is earned, prepared in accordance with Employers’ normal practices for generally accepted accounting principles consistently applied or (ii) the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day availability of the applicable definitively determined financial performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion metrics of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of with respect to the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsfiscal year.

Incentive Compensation. Executive Administrator shall be eligible to participate for incentive compensation based upon Administrator’s successful completion of the goals set forth in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be Performance Objectives established by the Boards or the Compensation Committee District for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change Administrator from time to timetime and the relevant weight to be assigned to each objective attained. Entitlement The Superintendent and the Administrator shall agree in writing on the Performance Objectives and goals for each school year of this Contract. Incentive compensation may be earned as follows: (a) Up to an additional $4,500 per contract year if the Superintendent determines that the Administrator has attained or exceeded 100% of the Performance Objectives for the contract year; (b) Up to an additional $4,000 per contract year if the Superintendent determines that the Administrator has attained or exceeded 90% but less than 100% of the Performance Objectives for the contract year; or (c) Up to an additional $3,500 per contract year if the Superintendent determines that the Administrator has attained or exceeded 80% but less than 90% of the Performance Objectives for the contract year. Superintendent shall use a reasonableness standard in assessing Administrator’s achievement of established Performance Objectives. No amount awarded to Administrator as incentive compensation shall be rolled over, or otherwise constitute a permanent part of the Administrator’s salary. This Dispute Resolution Mechanism (the “DRM”) is designed to provide the District and payment the Administrator with a formal mechanism to resolve employment disputes that cannot be resolved informally. By executing the Administrative Contract and thereby agreeing to this DRM, Administrator waives all rights to file a lawsuit in Court or commence any other sort of Incentive Compensation litigation regarding the types of claims covered herein. The dispute resolution process set forth in this Agreement is subject the Administrator’s only recourse against the District for alleged claims which are related to the discretion employment and approval which are covered by this DRM. Except as set forth below, the disputes covered by this DRM (the “Covered Claims”) include any claim under applicable state or federal law that the Administrator has or may have against the District, including, but not limited to, all contract-based claims, claims that the District violated statutory employment laws (such as anti-discrimination and anti-harassment laws), constitutional claims, tort claims (such as defamation or negligence), and any claims based on any other federal, state or local statute, regulation or common law doctrine relating to employment. The Covered Claims shall include any claim described above which could be brought by Administrator against the District, all of the Boards past and current trustees of the District’s Board of Education, and all of the District’s directors, officers, agents, attorneys, representatives, Administrators, and contractors, and their respective successors and assigns. The Covered Claims shall also include any claims against the District regarding any employee health and welfare benefit plan, but Administrator must first exhaust available administrative remedies available under such plan before invoking this DRM. It is the intent of the parties that this DRM cover, to the fullest extent possible under applicable law, all claims Administrator may have against the District relating to his or her employment. However, where statutory rights cannot be waived, and where the exclusive forum for claims regarding such statutory rights is set forth in such statute (e.g., claims Administrator might have under the Michigan Workers’ Disability Compensation Act, the Michigan Employment Security Act, or the Compensation CommitteeMichigan Teacher Tenure Act) such claims are not covered by this DRM. Any Short-Term Incentive Compensation shall Additionally, class action claims may not be payable, in instituted under this DRM (though the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices Administrator may bring individual claims on his own behalf that might otherwise qualify for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409Aclass certification). To be entitled file a claim and initiate the dispute resolution mechanism the Administrator must send a written demand to any payment initiate the DRM to the District’s Human Resources Services Division (in care of Shorteither the Deputy Superintendent for Administrative Services or the then top-Term Incentive Compensation from Employers, Executive must be employed by an Employer on ranking administrative professional in the last day District’s Human Resource Services Division) within one hundred eighty (180) calendar days after the date the Administrator first had knowledge of the applicable performance period events or circumstances giving rise to the claim. The written demand shall include a statement of the nature of the dispute, including the alleged act or omission at issue, the names of all persons involved in the dispute, the facts on which the Short-Term Incentive Compensation relates except as otherwise provided claims are based, the amount in Agreements paragraph 6 controversy, if any, and 7 hereinthe relief sought. Any Long-Term Incentive Compensation earned The written demand shall be payable, in sent to the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock District’s Human Resources Services Division (or a combination thereof“HRS”) by no later certified or registered mail, return receipt requested. The Administrator understands that this is a waiver of any statute of limitations provided under statutory or common law that is greater than March 15 of the year immediately following 180-day time period. Claims initiated after the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long180-Term Incentive Compensation (or otherwise in a manner intended to day period shall be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 void and 7 herein and subject to LTIP termsdeemed waived.

Incentive Compensation. The Company shall recommend to the Board of Directors that Executive shall be eligible to participate in any short-term an incentive compensation plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or Board of Directors, under which Executive shall be eligible to receive up to ONE HUNDRED FIFTY THOUSAND (150,000) fully vested shares of the Compensation Committee Company’s common stock per year, contingent upon attainment of performance targets to be mutually agreed upon by Executive and the Board of Directors, as part of the Company’s annual operating plan. The shares of common stock will be granted as soon as administratively practicable following the date on which the Board of Directors certifies that such performance targets have been achieved but in no event later than the fifteenth day of the third month of the calendar year following the calendar year for each which the incentive compensation relates. If Executive’s employment is terminated prior to December 31 of the applicable incentive compensation year for any reason other than Section V.A below, and the performance period based on earnings growthtargets mutually agreed upon are met for that incentive compensation year, profitability, asset quality and/or other performance metrics as determined Executive shall be entitled to a pro rata portion of the compensation consistent with the length of time he was engaged by the Boards or Company during that compensation year. Executive’s entitlement to any shares of common stock that may be approved by the Compensation Committee Board of Directors shall be conditioned upon Executive’s signing of, and shall be subject to and in accordance with the terms of the specific plan and of, an applicable stock award agreement (or other similar documentation)Company plan document. Specific STIP and LTIP criteria may change Company agrees to make a reasonable effort to ensure that the shares of common stock are registered with the SEC. Company agrees that such shares shall not be granted during any period in which Executive is prohibited from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards trading under any Company policy or the Compensation Committee. Any Short-Term Incentive Compensation applicable law; provided, however, that in any event any earned award shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no issued not later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Shorttwo and one-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following half months after the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsfiscal year.

Incentive Compensation. The Company shall pay to the Executive shall be eligible to participate in any short-term incentive plan compensation (“STIP”"Incentive Compensation") and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by calendar year that the Boards Executive is employed under this Agreement ("Bonus Year") or the Compensation Committee (respectivelyprorated on a per diem basis for partial Bonus Years, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term which Incentive Compensation shall be payabledetermined and calculated as follows: If the Company's Funds from Operations (as defined below) per share of the Company's common stock, $.01 par value ("Common Stock"), for the Bonus Year increased by more than five percent (5%) over the Company's Funds from Operations per share of Common Stock for the previous calendar year, then the Executive shall be entitled to Incentive Compensation equal to twenty-five percent (25%) of the Base Salary for the Bonus Year in which the increase occurred. If the Company's Funds from Operations per share of Common Stock for the Bonus Year increased by more than eight and one half percent (8.5%) over the Company's Funds from Operations per share of Common Stock for the previous calendar year, then the Executive shall be entitled, in lieu of the Incentive Compensation described in the immediately preceding sentence, to Incentive Compensation equal to fifty percent (50%) of the Base Salary for the Bonus Year in which the increase occurred. For purposes hereof, "Funds from Operations" shall have the meaning ascribed to such term by the National Association of Real Estate Investment Trusts ("NAREIT") and Funds from Operations shall be calculated in accordance with NAREIT's definition of such term. Such Incentive Compensation shall be paid entirely in cash. Unless otherwise specified by the Company's Chief Executive Officer, one-twelfth of such Incentive Compensation shall be paid monthly during the year following such Bonus Year; provided, however, in the discretion of event that the Boards Executive voluntarily terminates his employment under this Agreement pursuant to paragraph 7(a)(i) hereof or the Compensation CommitteeExecutive's employment under this Agreement is terminated with "cause" pursuant to paragraph 7(a)(ii) hereof or the Executive is in default of that certain Reimbursement Agreement by and between the Executive and Sun Communities Operating Limited Partnership (the "Reimbursement Agreement"), in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To Executive shall not be entitled to any payment unpaid Incentive Compensation. The determination of Short-Term the Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by made no later than March February 15 of each calendar year of this Agreement by the year immediately following Company, who shall provide a copy of its calculations to the end Executive. The Executive shall have the right to dispute any such calculation by delivering written notice of the applicable performance year perioddispute to the Company. If the Company and the Executive are unable to resolve the dispute within thirty (30) days after written notice of the dispute is delivered by the Executive to the Company, the dispute shall be submitted to the independent public accountants regularly retained by the Company (the "Accountants") and the determination of the Accountants shall be final and binding on the parties. Notwithstanding a dispute of the calculation of the Incentive Compensation, the Company shall pay the Executive the Incentive Compensation in accordance with Employers’ normal practices for the payment terms of Long-Term this Agreement and the Executive's receipt of such Incentive Compensation (or otherwise in shall not be deemed a manner intended waiver of his right to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on dispute the last day calculation of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsCompensation.

Incentive Compensation. Executive shall (a) During the Employment Term, Employee will be eligible to participate in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor annual bonus plans or arrangements) as that the Company may be established by Employers implement at any time during the Employment Term for senior executives of the Company. The grant of a bonus in any given year or during several years shall not create a precedent for any subsequent years. For purposes of this Agreement, a bonus in respect of services performed in a fiscal year will not be considered to be earned (a) until after the Priceline Board or a committee established thereunder has reviewed the Company’s performance and Employee’s performance in respect of such year (with such performance standards to be established after taking into consideration any reasonable suggestions provided by Employee) and has determined the amount of the bonus, if any, to be payable to Employee in respect of such year’s performance and (b) unless Employee remains employed with ▇▇▇▇▇▇▇.▇▇▇ or Priceline through the relevant payment date of such bonus; provided, however, that if Employee is still employed by the Company as of December 31 of any year, Employee shall be considered to have earned the bonus in respect of services performed in such year (to the extent the committee and/or the Priceline Board determines that such bonus would otherwise have been payable to Employee had Employee remained employed through the relevant payment date for such bonus) unless Employee’s employment is subsequently terminated by the Company for “Cause” (as defined in Appendix A attached hereto) or as a result of a termination by Employee of his employment with the Company without “Good Reason” (as defined in Appendix A attached hereto, except that clause (b) of such definition (pertaining to involuntary relocation) shall apply only in connection with a Change in Control (as defined in Appendix A) for purposes of this Article 6.2(a)). Furthermore, notwithstanding any provision herein to the contrary, any bonus that is considered earned pursuant to the immediately preceding sentence shall be paid to Employee at levels comparable to those offered the same time as any similar bonus is paid to other comparable senior executivesexecutives of the Company, with award opportunities established a target payment date of March 15 of the fiscal year following the fiscal year in which the bonus is considered to have been earned, but in any event in the fiscal year following the fiscal year in which the bonus is considered to have been earned. (b) Subject to Article 6.2, for the 2015 fiscal year, Employee’s “target” bonus percentage under Priceline’s annual bonus plan for such year shall be 250% of Employee’s Base Salary (on an annualized basis) and, for each applicable performance period fiscal year thereafter, Employee’s “target” bonus percentage under Priceline’s annual bonus plan for such year shall be reviewed by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall not be subject to decreased unless the terms Board or Compensation Committee reduces the “target” bonus percentage in a proportionate amount for all senior executives of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsCompany.

Incentive Compensation. Executive In addition to Employee’s Base Compensation in effect from time to time, Employee shall be eligible to participate in any short-term incentive plan earn additional annual compensation (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period ) up to an amount equal to 300% (based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the maximum performance) of Base Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change in effect from time to time. Entitlement to and payment The amount of the annual cash bonus portion of Incentive Compensation is will be based on Employee’s performance and Employer’s company-wide performance. The amount of the long-term incentive portion of Incentive Compensation will be based on a formula weighted among achievement of strategic objectives, absolute total shareholder return (“TSR”) and any supplemental performance measures approved by the Board of Directors or the Compensation Committee of the Company for purposes of assessing management performance. Standards for evaluation of Employee’s performance and the nature and amount of Incentive Compensation awards will be on bases and criteria comparable to and no less favorable to Employee than those applied to the Chief Executive Officer and Chief Operating Officer of the Company, having due regard for the differences in duties among the executive officers. Incentive Compensation may, at the election of Employer, take the form of cash or equity or equity-based awards in the Company. To the extent Employee’s Incentive Compensation consists of such equity awards, such awards may be granted under Employer’s employee share incentive plans as in effect from time to time, and may be subject to the discretion and approval of the Boards or the Company’s Compensation Committee. Any Short-Term Employee understands and agrees that the equity component of Incentive Compensation may be awarded on a deferred basis and may vest and be issued over time in up to four equal installments, with the first payable at or about the time of the award and the remainder on each of the next three anniversaries of the award. Incentive Compensation for any given calendar year shall be determined no later than 60 days after the last day of Employer’s calendar year and the current portion of such award shall be paid on March 5 of the following calendar year. Each installment of such award having delayed vesting shall be paid within thirty days of the vesting date. Incentive Compensation shall be payablepro-rated for any partial calendar years Other than as specifically set forth herein, in the discretion of the Boards or the if this Agreement is terminated for any reason during any fiscal year for which Employee is eligible for Incentive Compensation, no Incentive Compensation Committeeshall be payable to Employee for that calendar year. However, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following Incentive Compensation shall be pro-rated for the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsEffective Date falls.

Incentive Compensation. (a) Subject to the following provisions of this Section 2.02, the Executive shall be eligible entitled to participate in any short-the Company’s annual cash incentive compensation program known as the Management Incentive Compensation Plan (the “MICP”) and the annual cash incentive compensation which shall be payable to the Executive for the achievement by the Company of the targeted level of performance as established by the Compensation Committee under the MICP shall be equal to one hundred percent (100%) of the Base Salary of the Executive as in effect from time to time In connection with the Executive’s participation in the MICP, the Executive shall also be entitled to participate in and receive awards of restricted stock units under the management stock purchase plan (“MSPP”), a feature of the Gibraltar Industries, Inc. 2005 Equity Incentive Plan (the “Omnibus Plan”). (a) The Executive shall also be entitled to participate in and to receive awards under the Company’s equity based long term incentive plan (“STIP”) and long-term incentive plan (the “LTIP”), which, currently provides executives with annual awards of restricted stock units which have a time based vesting schedule and annual awards of performance stock units, which performance stock units are also subject to vesting requirements whose final value is determined by the degree to which pre-established performance goals have been met or exceeded. The aggregate value of the time based restricted stock units which shall be awarded to the Executive annually under the LTIP shall be equal to forty five percent (45%) (or, in each case, successor plans or arrangements) of the Executive’s then applicable Base Salary and the aggregate value of the performance stock units which shall be awarded to the Executive for the achievement by the Company of the targeted level of performance as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by under the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and LTIP shall be subject equal to seventy five percent (75%) of the Executive’s then 2015 Base Salary. (b) Payment of the amount, if any, of any bonus the Executive may become entitled to receive pursuant to the terms of the specific plan MICP shall be made to the Executive in accordance with the terms of the MICP. The amount and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and timing of payment of Incentive Compensation is subject any cash compensation which the Executive may be entitled to receive as a result of his participation in the MSPP shall be determined pursuant to the discretion and approval terms of the Boards or MSPP. The issuance of shares of common stock of the Compensation Committee. Any Short-Term Incentive Compensation Company to which he may be entitled with respect to restricted stock units awarded to the Executive under the terms of the LTIP and the payment to the Executive of cash to which he may be entitled with respect performance stock units awarded to the Executive under the terms of the LTIP shall be payable, made to the Executive in accordance with the discretion terms of the Boards or applicable restricted stock unit awards and performance stock unit awards made to the Executive under the LTIP. The Executive shall also be entitled to additional bonuses which the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earnedits sole discretion, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 may determine and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsapprove.

Incentive Compensation. Executive Employee shall serve as Vice President of Regulatory and Clinical Affairs , or in such other capacity or capacities as Stereotaxis may from time to time direct. Employee shall report to the CEO. Employee's supervisor shall schedule employee's hours of work and Employee's position with the Company is Exempt. Employee shall be eligible paid a base salary equivalent to participate $150,000 in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (orsemimonthly installments, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and which shall be subject to the terms applicable withholdings and deductions. Employee shall also have an incentive bonus opportunity of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time up to time. Entitlement to and payment of Incentive Compensation is $30,000 subject to the discretion and approval attainment of goals as set forth in the Boards or the Compensation CommitteeEmployee's offer letter. Any Short-Term Incentive Compensation Employee shall be payable, in the discretion granted 150,000 incentive stock options of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, 125,000 shall vest over 4 years in accordance with Employers’ normal practices the Company's Incentive Stock Option Plan. The remaining 25,000 options shall vest in the same way, but would also be subject to the attainment of goals as set forth in the Employee's offer letter. For purposes of this Agreement, termination for the payment cause shall mean gross misconduct or gross negligence such as gross breach of Short-Term Incentive Compensation fiduciary duty, dishonesty, theft or commission of a crime involving moral turpitude. If Employee's employment is terminated by Stereotaxis without cause, Employee will be paid a salary continuance equal to her monthly base salary for three (or otherwise in 3) months. If Employee's employment is terminated as a manner intended to be exempt fromresult of, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employersfollowing, Executive must be employed by an Employer on the last day acquisition or merger of the applicable performance period to which Company where the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 Company is not the surviving entity and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, a change of control occurs and Employee is not offered a comparable position and salary in the discretion surviving entity, (i) Employee will be paid salary continuance equal to her monthly base salary for three months and (ii) 100% of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following her unvested options will vest at the end of the applicable performance year salary continuance period, ; provided that the foregoing will not operate in accordance with Employers’ normal practices for limitation of any provisions relating to earlier vesting in the payment of Long-Term Company's Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsStock Option Plan.

Incentive Compensation. During the Employment Period, Executive shall will be eligible to participate in one or more of Cedar Fair’s cash incentive compensation plans and equity incentive plans (awards or compensation under any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor such plans or arrangements) being referred to as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold) including the Company’s 2016 Omnibus Incentive Plan (or any successor thereto (the “Company Omnibus Plan”) at a level appropriate to Executive’s position and performance, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as solely determined by the Boards or Board. Any cash incentive (‘Annual Cash Incentive”) payable to Executive for a calendar year shall be paid to Executive at the Compensation Committee and same time that other senior executives of the Company receive bonus payments, but in no event later than March 15 of the calendar year following the end of the calendar year to which such Annual Cash Incentive relates. Executive shall not be paid any Annual Cash Incentive with respect to a calendar year unless Executive is employed with the Company on the last day of the calendar year to which such Annual Cash Incentive relates, except as otherwise set forth in Section 6 hereof. Any Equity award shall be subject to the terms and conditions set forth in the Company Omnibus Plan and an applicable award agreement entered into thereunder, which shall not be inconsistent with the Plan or this Agreement, and to approval of such grant by the Board; provided that upon the occurrence of a Change in Control, Executive shall become immediately vested in any equity award granted to Executive pursuant to the Company Omnibus Plan, in each case, then held by the Executive as of the specific plan and date of such Change in Control provided further that any equity awards conditioned upon performance criteria, goals or objectives that so vest upon a Change in Control shall be, payable at the level specified in the Company Omnibus Plan or an applicable award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to as specified in connection with the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payablegrant, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termswhere applicable.

Incentive Compensation. (1) For each fiscal year of the Company that begins during the Regular Term (including the fiscal year during which the Transition Period commences but, with respect to such fiscal year, with the modifications set forth in paragraph (3) of this subsection 5(b)), Executive shall participate with the other senior executives of the Company in, and shall be eligible to participate receive cash incentive compensation in any short-term accordance with the terms of, the senior executive compensation plan adopted by the Board for that fiscal year (as applicable to each fiscal year, the “Compensation Plan”). (2) The parties acknowledge that the standards and criteria on which awards under the Compensation Plan have historically been based include both corporate earnings targets (measured after all incentive plan (“STIP”compensation is taken into account) and long-term a somewhat more subjective individual performance factor and that it is the Board’s current expectation (but not the Board’s or the Company’s obligation hereunder) to continue to use similar criteria in determining incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers compensation for senior executives at levels comparable to those offered to other comparable all senior executives, with award opportunities established including Executive. (3) Executive’s minimum Incentive Compensation opportunity for each applicable performance period by fiscal year beginning during the Boards Regular Term (Executive’s “Target Bonus”), which is referred to in the current Compensation Plan as Executive’s “Expected Reward Opportunity,” shall be such amount (expressed either as a percentage of base salary, as is currently the case, or as a stated dollar amount) as the Board (or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change Board, as applicable) from time to timetime determines in its sole discretion is appropriate, but (except as provided below with respect to the proration of the Target Bonus payable for the fiscal year ending in 2018) in no event shall Executive’s Target Bonus for any fiscal year beginning during the Regular Term be less than 100% of Executive’s base salary for that fiscal year. Entitlement to and payment Under the current Compensation Plan, the amount of Incentive Compensation awarded to Executive for a particular fiscal year if the “expected” level of achievement (both corporate and individual) is subject attained for that fiscal year is (by definition) equal to Executive’s Target Bonus. The actual Incentive Compensation awarded to Executive for any particular fiscal year may be more or less than Executive’s Target Bonus, based on the actual level of achievement relative to the discretion and approval performance metrics established for that year by the Board. The Incentive Compensation payable to Executive (x) for the fiscal year of the Boards or Company ending in 2017 and (y) if the Compensation Committee. Any Short-Regular Term Incentive Compensation shall be payable, in has not ended and the discretion Transition Period has not commenced before the first day of the Boards or Company’s fiscal year ending in 2018, for the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 fiscal year of the year following Company ending in 2018, shall take into account the calendar following: (i) as to 25% of the Target Bonus, the same metrics and criteria as are used for such fiscal year in which respect of the STIP award is earnedother senior executives of the Company and (ii) as to 75% of the Target Bonus, in accordance with Employers’ normal practices for the payment Board’s reasonable assessment of Short-Term Incentive Compensation (Executive’s overall contribution to date to the success of the hiring and effective transition and integration of the Company’s new CEO. Regardless of whether the Transition Period commences at any time on or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on before the last day of the applicable performance period Company’s fiscal year ending in 2017, the Target Bonus, and therefore the Incentive Compensation payable to Executive, for such fiscal year will not be prorated to any extent by virtue of the fact that the Regular Term comprises only a portion of such fiscal year; but if the Transition Period instead commences at any time during the fiscal year ending in 2018 (i.e., if the Regular Term extends, for any reason, into the fiscal year ending in 2018), the Target Bonus, and therefore the Incentive Compensation payable, for that fiscal year will be prorated based on the number of days from the beginning of the fiscal year to the date on which the Short-Regular Term ends divided by the total number of days in such fiscal year. For the avoidance of doubt, there shall be no Target Bonus associated with or Incentive Compensation relates payable in respect of the Transition Period, except for any portion of the Transition Period that falls within the Company’s fiscal year ending in 2017 as otherwise provided in Agreements paragraph 6 this Section 5(b)(3); and the Target Bonus applicable under Section 7 herein. Any Long-Term Incentive Compensation earned in respect of a Termination Date or termination of employment occurring at any time after the Company’s fiscal year ending in 2017 shall be payable, in the discretion equal to zero. (4) With respect to fiscal years of the Boards Company beginning on or after the Compensation Committee, in cash or shares first day of Holding Company common stock the Transition Period (or a combination thereof) by no later for any portion of any fiscal year other than March 15 of 2017 during which the year immediately following the end of the applicable performance year periodTransition Period falls), in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To Executive shall not be entitled to receive any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsCompensation.

Incentive Compensation. The Executive shall be eligible to participate in any short-term receive cash incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) compensation as may be established determined by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee or the Board, from time to time (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). ThresholdFor each fiscal year beginning with the fiscal year ending December 31, target2024, superior and maximum corporate performance levels may the Executive’s target annual Incentive Compensation shall be established 75% of the Base Salary (referred to herein as the “Target Bonus”), subject to increase as determined by the Boards Board or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics in their sole discretion. Except as determined by the Boards or the may be set forth in any applicable Incentive Compensation Committee plan and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and any required approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards Board or the Compensation Committee, in cash including pursuant to applicable law, rule, regulation, national securities exchange listing standards or shares of Holding Company common stock (requirements, or a combination thereof) by no later than March 15 the Charter of the year following Compensation Committee, the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended actual amount to be exempt frompaid to the Executive as Incentive Compensation, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employersif any, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, determined in the sole discretion of the Boards Board and/or the Compensation Committee, applying corporate performance targets and other criteria substantially similar to the targets and other criteria applied when determining incentive compensation for the Company’s other executive officers, which criteria shall include, without limitation, corporate financial performance and individual performance measurements or evaluations. Except as may be provided by the Board or the Compensation Committee, or as may otherwise be set forth in cash any applicable Incentive Compensation plan or shares this Agreement, the Executive will not be deemed to have earned, and will not be paid, any Incentive Compensation in respect of Holding a bonus for a fiscal period unless the Executive is actively employed by the Company common stock (or a combination thereof) by no later than March 15 on the date on which the Company is paying its other senior executives under such bonus program. The parties agree that the Executive’s bonus in respect of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices Incentive Compensation for the payment of Long-Term Incentive Compensation fiscal year ended December 31, 2023 shall be One Hundred Fifty Thousand and 00/100 Dollars (or otherwise in a manner intended $150,000.00), which bonus shall be paid to be exempt fromExecutive by March 1, or comply with2024, Code Section 409A). To be entitled subject to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer the Executive’s continued active employment with the Company on the last day date of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termspayment.

Incentive Compensation. During the term of Executive’s employment under this Agreement, Executive shall will be eligible to participate in any short-term incentive plan the 2020 Omnibus Equity Compensation Plan (the “STIPPlan”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) receive awards thereunder as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards Board or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change “Committee” from time to time. Entitlement The Committee will review and determine equity grants to Executive under the Plan annually with the intent to grant future awards after 2021 in line with the grants described in Sections 2.03 and payment of Incentive Compensation is subject 2.04 above, assuming the Company’s performance goals are achieved or exceeded (such annually determined grants are intended to the discretion and approval be a part of the Boards or Company’s long term incentive program approved by the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion Committee from time to time that is generally applicable to senior executives of the Boards or Company and are referred to herein as the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of “LTI Grants”). With respect to awards granted under the year Plan as LTI Grants to Executive following the calendar year Effective Date (including the RSUs and PSUs), such LTI Grants shall have the same terms as are applicable generally in which the STIP award is earnedsuch long term incentive program, except that Executive’s LTI Grants shall also (a) vest automatically upon his death, and (b) continue to vest and be settled in accordance with Employersthe original vesting and settlement schedule and terms (including those terms requiring attainment of performance goals following the termination of Executive’s employment due to Executive’s “Retirement” (as defined below); provided that if Executive breaches his obligations under Section 5 of this Agreement, all such LTI Grants, to the extent unvested, shall be immediately terminated and forfeited. “Retirement” as used in this Section 2.05 means a resignation by Executive (other than for Good Reason) after his sixty-sixth birthday and that is effective after providing six months’ normal practices notice of such resignation to the Company; provided that the Company has not terminated Executive’s employment for Cause prior to the payment effective date of Short-Term Incentive Compensation (or otherwise such resignation. For the avoidance of doubt, in a manner intended to be exempt from, or to comply with Code Section 409A). To no event will Executive be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except treat a termination as otherwise provided in Agreements paragraph 6 both a Retirement resignation and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsGood Reason resignation under this Agreement.

Incentive Compensation. (i) The Executive shall be eligible to participate in any short-term receive cash incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) compensation as may be established determined by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee or the Board, pursuant to the CEO’s recommendation, from time to time (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). ThresholdThe Executive’s target annual Incentive Compensation shall be 35% of his Base Salary (referred to herein as the “Target Bonus”), target, superior and maximum corporate performance levels may be established subject to increase as determined by the Boards CEO or the Board or the Compensation Committee in their sole discretion, and which will be pro-rated at 25% for each performance the period based on earnings growthJanuary 1, profitability2023 through the day prior to the Effective Date and at 35% from the Effective Date until December 31, asset quality 2023, using 365 days in a year. Except as may be set forth in the ▇▇▇▇ Health, Inc. Senior Executive Bonus Plan (the “Bonus Plan”) and/or other performance metrics any applicable Incentive Compensation plan, the actual amount to be paid to the Executive as determined by the Boards or the Compensation Committee and Incentive Compensation, if any, shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, determined in the sole discretion of the Boards or CEO, the Board, and/or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of applying corporate performance targets and other criteria substantially similar to the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices targets and other criteria applied when determining incentive compensation for the payment of Short-Term Company’s other executive officers, such criteria which shall include, without limitation, corporate financial performance and individual performance. The Executive agrees that any Incentive Compensation (or otherwise in a manner intended to payments will be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately made following the end of the applicable performance year periodperiod after the Board or Compensation Committee determines in its discretion whether corporate performance goals have been met, whether bonuses, if any, will be paid and if so in what amounts, and pursuant to the terms of the Bonus Plan and/or any applicable Incentive Compensation plan. Such decisions will be made according to normal Board or Committee processes and calculations that are uniformly applied to all senior executives participating in the Bonus Plan. Except as may be provided by the Board or the Compensation Committee, or as may otherwise be set forth in the Bonus Plan, any applicable Incentive Compensation plan or this Agreement, the Executive will not be deemed to have earned, and will not be paid, any Incentive Compensation in respect of a bonus fiscal period unless the Executive is actively employed by the Company on the date on which the Company is paying its other senior executives under such bonus program. (ii) The Executive acknowledges that he has received and reviewed a copy of the ▇▇▇▇ Health, Inc. Executive Compensation Recovery Policy (as may be amended from time to time, the “Clawback Policy”) and has been given an opportunity to ask questions about the Clawback Policy and review it with his counsel. The Executive knowingly, voluntarily and irrevocably consents to and agrees to be bound by and subject to the Clawback Policy’s terms and conditions, including that he will return any Erroneously Awarded Compensation that is required to be repaid in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation Policy. The Executive further acknowledges, understands and agrees that (i) the compensation that he receives, have received from and after October 2, 2023 or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be may become entitled to any payment of Long-Term Incentive Compensation receive from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and Company is subject to LTIP termsthe Clawback Policy, and the Clawback Policy may affect such compensation and (ii) he has no right to indemnification, insurance payments or other reimbursement by or from the Company for any compensation that is subject to recoupment and/or forfeiture under the Clawback Policy. Capitalized terms used but not defined herein have the meanings set forth in the Clawback Policy.

Incentive Compensation. (a) The Executive shall be eligible entitled to participate in any short-term receive incentive plan compensation (“STIP”"Incentive Compensation") during each year of the Term of this Agreement, commencing with the 1997 year equal to 3% of EBT for such year. For purposes hereof, "EBT" is the Company's net earnings before income taxes attributable to the California regional office or the difference between (i) Net Revenues (as hereinafter defined) and long-term incentive plan (“LTIP”ii) (or, in each case, successor plans or arrangements) as may the sum of total operating expenses and any provisions of the California regional office. EBT shall be established by Employers derived from Holding's annual audited consolidated financial statements for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee Holding's year and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, calculated in accordance with Employers’ normal practices generally accepted accounting principles, applied consistently with prior periods; provided that (i) EBT shall exclude extraordinary gains or losses attributable to the California regional office of the Company, (ii) funding costs attributable to the California regional office shall be calculated in accordance with funding costs of the Company, and (iii) the Incentive Compensation for any one year shall never exceed an amount equal to two times the payment Executive's Base Salary for that year. Absent fraud, or manifest or gross error, the determination of Short-Term EBT by the Company will be final and shall not be subject to further review, challenge or adjustment by the Executive. (b) The Executive shall be entitled to receive the estimated amount of the Incentive Compensation (or otherwise in a manner intended to be exempt fromthe "Estimated Incentive Compensation"), or to comply with Code Section 409A). To be entitled to any payment net of Short-Term Incentive Compensation from Employersapplicable withholding and other taxes, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock within thirty (or a combination thereof30) by no later than March 15 of the year immediately following days after the end of the applicable performance year year, such Estimated Incentive Compensation to be derived from the Company's and Holding's unaudited financial statements as reviewed and approved by the Board. The Estimated Incentive Compensation will be subject to upward or downward adjustment based on Holding's annual audited consolidated financial statements reported on by Holding's independent certified public accountants (the "Adjustment"). The Adjustment shall be paid by the Executive to the Company, or shall be paid by the Company to the Executive, as the case may be, within fifteen (15) days of receipt of Holding's audited consolidated financial statements. In the event the Executive does not reimburse the Company for any Adjustment within such fifteen-day period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended Company shall have the right to be exempt from, or comply with, Code Section 409A). To be entitled offset the Adjustment against any other payments due to any payment of Long-Term Incentive Compensation from Employers, the Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termshereunder.

Incentive Compensation. Commencing as of the Effective Date, the Executive shall be eligible to participate in any short-term incentive plan earn a bonus with respect to each calendar year ending during the Term (an “STIPAnnual Base Bonus”) and long-term incentive plan up to 50% of the Executive’s Base Salary; provided, that for the calendar year 2018, the Executive shall be eligible for an additional bonus (the “LTIPCarpets Bonus” and, together with the Annual Base Bonus, the “Annual Bonus”) (orof up to 25% of the Executive’s Base Salary. The actual amount of any Annual Base Bonus earned by the Executive for each year shall be determined in good faith by the Compensation, Nominating and Corporate Governance Committee of the Board in each caseits reasonable discretion, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities based on the achievement of certain performance metrics established for each applicable performance period that particular calendar year by the Boards or Compensation, Nominating and Corporate Governance Committee of the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”)Board. Threshold, target, superior and maximum corporate performance levels may be established The actual amount of any Carpets Bonus earned by the Boards or Executive for the Compensation calendar year 2018 shall be determined in good faith by the Compensation, Nominating and Corporate Governance Committee for each performance period of the Board in its reasonable discretion, based on earnings growth, profitability, asset quality and/or other the achievement of certain performance metrics as determined related to the NYDOCS01/1701227.2 Company’s wholly owned subsidiary Floors-N-More, LLC d/b/a Carpets N’ More established for that particular calendar year by the Boards or Compensation, Nominating and Corporate Governance Committee of the Compensation Committee and Board. An Annual Bonus, if earned in accordance with this Agreement, shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by paid no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last fifteenth day of the applicable performance period third month following the year with respect to which the Short-Term Incentive Compensation relates except as otherwise such bonus was earned, provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relatesthat, except as otherwise specifically provided in Agreements paragraphs 6 this Agreement (including, without limitation, Section 4.4), as a condition precedent to any bonus entitlement, the Executive must remain in employment with the Company at the time that the Annual Bonus is paid. Notwithstanding the foregoing, to the extent that Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), may be applicable, such Annual Bonus shall be subject to, and 7 herein contingent upon, such shareholder approval as is necessary to cause the Annual Bonus to qualify as “performance-based compensation” under Section 162(m) of the Code and subject to LTIP termsthe regulations promulgated thereunder as well as any other required approvals.

Incentive Compensation. Subject to the Release Requirement discussed below, Executive shall will be eligible to participate in any receive his bonus under the Company’s short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (orfor the 2023 annual performance period, in each casethe amount determined under the STIP based on the achievement of performance goals, successor plans or arrangements) as may which, if earned, would be established by Employers for senior executives paid at levels comparable to those offered the time STIP bonuses are paid to other comparable senior executives, with award opportunities established for each applicable performance period by executives of the Boards or Company (the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation2023 STIP Bonus”). ThresholdFor the avoidance of doubt, target, superior and maximum corporate performance levels may the 2023 STIP Bonus will not be established by prorated based on the Boards or portion of the Compensation Committee for each 2023 annual performance period based Executive serves as CEO. Subject to the Release Requirement discussed below, Executive will be entitled to participate in the STIP for the 2024 annual performance period in accordance with the terms and conditions of the STIP and on earnings growth, profitability, asset quality and/or other performance metrics such terms and conditions as determined by the Boards or the Talent, Development and Compensation Committee consistent with terms and shall conditions applicable to other senior executives of the Company, which will be subject prorated for the portion of the year that Executive serves as Strategic Advisor to the Company (the “2024 STIP Bonus”). The 2024 STIP Bonus, if earned, would be paid to Executive upon the later of (1) the time STIP bonuses are paid to other executives of the Company and (2) the date no later than five (5) business days following completion of the related Release Requirement as set forth in the immediately following paragraph. As a condition to receiving each of the 2023 STIP Bonus and 2024 STIP Bonus, Executive must (1) abide by the terms of this Agreement, in all material respects, and the specific plan material provisions of the Confidentiality Agreement, and award agreement (or other similar documentation). Specific 2) execute and not revoke a release of claims in favor of the Releasees (as defined in Section 3 of this Agreement) in substantially the form as the Separation Agreement (collectively, the “Release Requirement”) and (A) with respect to the 2023 STIP and LTIP criteria may change from time Bonus, such revisions to time. Entitlement the same to and reflect that Executive will continue employment with the Company following the payment of Incentive Compensation the 2023 STIP Bonus (assuming Executive is subject to still employed with the discretion Company at the time such release is executed), which release must become effective and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by irrevocable no later than March 15 August 1, 2024, and (B) with respect to the 2024 STIP Bonus, with such updates to reflect changes in applicable law in effect at the time of payment of the year following the calendar year in 2024 STIP bonus, which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive release must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 become effective and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by irrevocable no later than March 15 sixty (60) days following the date the 2024 STIP bonus is paid to senior executives of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsCompany generally.

Incentive Compensation. Executive In addition to the Base Salary, the Company may pay the Employee incentive compensation in the form of an annual cash bonus. The amount of such bonuses, if any, shall be eligible to participate in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period determined by the Boards Board of Directors of the Company, or the Compensation Committee thereof, taking into consideration the relative contribution by Employee to the business of the Company, the amount of cash available for payment of bonuses, the economy in general, and such other factors as the Board of Directors and/or Compensation Committee deem relevant. During the initial year of employment with the Company Employee shall be eligible for up to $100,000 in additional cash compensation (respectively, “Short-Term "Incentive Compensation” ") if and “Long-when the following goals and milestones are met: (i) up to $12,500 of the Incentive Compensation shall be paid to Employee at the end of each of the first four calendar quarters of the Employment Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may in which Employee or the Company shall have achieved certain goals to be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by of the Boards or the Compensation Committee and shall be subject Board of Directors prior to the terms beginning of each such respective calendar quarter; (ii) up to $50,000 of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payablepaid to Employee if the Company is successful, within six (6) months from the date of this Agreement, in (a) eliminating the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock Company's outstanding Convertible Series A Preferred Stock (or a combination thereof"Preferred Stock") by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended acceptable to the Board, or (b) negotiating an acceptable floor in the number of shares of common stock into which the Preferred Stock can be converted (collectively the "Recapitalization"). The amount of Incentive Compensation to be exempt frompaid to Employee under this subsection shall be based on the net savings of shares of common stock that are or that may be issued as a result of the Recapitalization, as adjusted by any cash paid or debt incurred by the Company in connection with the Recapitalization. Specifically, the amount of Incentive Compensation to be paid shall equal two percent (2%) of the market value at the Recapitalization date of the difference between (a) the number of shares of common stock that would be issued to the holders of the Preferred Stock ("Holders") if the Holders converted all of their respective shares of Preferred Stock into common stock as of the date of this Agreement (approximately 4,730,000), and (b) the number of shares of common stock actually issued, or that may be issued, to comply with Code Section 409A)the Holders or other parties as a result of the Recapitalization. To In the event the Recapitalization entails the Company paying cash to the Holders or incurring any debt, the amount of the Incentive Compensation shall be proportionately adjusted to take such cash or debt into account. Incentive Compensation to be paid under this subsection shall not exceed $50,000. By way of example, assume that as of the date of this Agreement the Preferred Stock is convertible into a total of 4,730,000 shares of common stock based on a market value of $1.15/share. If Employee is successful in completing a Recapitalization pursuant to which all of the Preferred Stock is retired in exchange for a cash payment of $1,000,000, which the Company borrows, and 2 million shares of common stock, then Employee shall be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on calculated as follows: The number of shares into which the last day Preferred Stock is convertible as of the applicable performance period date of this Agreement (4,730,000) will be reduced by the number of shares represented by the debt incurred by the Company ($1,000,000/$1.15 = 869,565 shares). The adjusted number of shares (4,730,000-869,565 = 3,860,435) is then used to calculate the net savings in shares of common stock by subtracting the 2,000,000 shares issued to the Holders from the 3,860,435 adjusted amount, which the Short-Term equals 1,860,435 shares. The Incentive Compensation relates except amount is value as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or date of the Compensation Committee, in cash or shares Recapitalization of Holding Company 2 % of 1,860,435 shares. Assuming the market value of the Company's common stock (or a combination thereof) by no later than March 15 as of the year immediately following the end date of the applicable performance year periodRecapitalization is $1.15 per share, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation Employee would be paid $42,790 (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A0.02 x (1,860,435 x $1.15). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP terms).

Incentive Compensation. i. For each calendar year during the Term of Employment, Executive shall will be eligible entitled to participate receive an annual cash bonus, payable in any short-term incentive plan cash (“STIPAnnual Cash Bonus”) ), as provided under this Agreement. The Annual Cash Bonus for the 2023 calendar year is described on Exhibit A. The Annual Cash Bonus for each subsequent calendar year during the Term of Employment will be subject to such performance metrics and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) other terms as may be established annually by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash consultation with the CEO. During the Term of Employment, Executive’s target Annual Cash Bonus shall be $750,000, which target may not be reduced during the Term of Employment without Executive’s consent. The target Annual Cash Bonus may be increased by the Compensation Committee in its discretion, and any such increased amount will thereafter be the target Annual Cash Bonus for all purposes under the Agreement. The actual Annual Cash Bonus may be more or shares of Holding Company common stock (or a combination thereof) by no later less than March 15 of the year following the calendar year in which the STIP award is earnedsuch target amount, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer based on the last day achievement of the applicable performance period metrics. The Compensation Committee will make all determinations with respect to which any Annual Cash Bonus, in good faith, in consultation with the Short-CEO, and consistent with the text of this Agreement and the terms of Exhibit A. ii. During the Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned of Employment, Executive shall be payable, entitled to receive long-term incentive compensation consisting of grants in the discretion form of restricted stock units (“RSUs”) and/or performance stock units (“PSUs”) granted under the Company’s current Equity Incentive Plan (or its successor), as determined by the Compensation Committee (the “LTI”) and as provided by this Agreement. During the Term of Employment, Executive’s target annual LTI grant shall be $1,300,000, which target may not be reduced during the Term of Employment without Executive’s consent. The target annual LTI amount may be increased by the Compensation Committee in its discretion, and any such increased amount will thereafter be the target annual LTI amount for all purposes under the Agreement. The performance metrics and other terms of the Boards or LTI grants to be made in the 2023 calendar year are described on Exhibit A. The LTI grants for each subsequent calendar year during the Term of Employment will be subject to such performance metrics and other terms as may be established annually by the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of consultation with the year immediately following the end of the applicable performance year periodCEO. The Compensation Committee will make all determinations with respect to LTI, in accordance good faith, in consultation with Employers’ normal practices for the payment CEO, and consistent with the text of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment this Agreement and the terms of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP terms.Exhibit A.

Incentive Compensation. Executive (a) As additional compensation, beginning with the Company's fiscal year ending December 31, 1998 and continuing for each fiscal year during which this Agreement is in effect, the Manager will be entitled to an annual incentive compensation payment in an amount equal to 1% of the Company's EBITDAM for such year, provided that EBITDAM for such year is greater than $20,000,000 (the "INCENTIVE COMPENSATION"). Any Incentive Compensation payable with respect to any such fiscal year shall be eligible to participate in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period paid by the Boards or Company to the Manager within 75 days after the end of such fiscal year; PROVIDED, HOWEVER, that the Compensation Committee of the Board may approve the payment of an estimated amount of Incentive Compensation (respectivelythe "ESTIMATED INCENTIVE COMPENSATION") with respect to any such fiscal year in such installments as such Committee shall deem appropriate. In the event that the Estimated Incentive Compensation (if any) paid to the Manager with respect to any such fiscal year is greater than the actual amount of Incentive Compensation that is finally determined to have been payable with respect to such fiscal year, “Short-Term than the Manager shall promptly repay the amount of such excess to the Company. In the event that the Estimated Incentive Compensation” and “Long-Term Compensation (if any) paid to the Manager with respect to any such fiscal year is less than the actual amount of Incentive Compensation” and together “Incentive Compensation”). ThresholdCompensation that is finally determined to have been payable with respect to such fiscal year, target, superior and maximum corporate performance levels than the Company shall promptly pay the amount of such deficiency to the Manager. (b) Notwithstanding any provision hereof which may be established by to the Boards or contrary, in the event any Incentive Compensation Committee with respect to any fiscal year of the Company is paid prior to the issuance of the Company's regularly prepared financial statements for each performance period based on earnings growthsuch fiscal year, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and any amount paid shall be subject to increase or decrease based upon the terms results of such financial statements. (c) For purposes of this Section 6.3, "EBITDAM" means the specific plan Company's earnings before net interest expense, income taxes, depreciation, amortization and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject any compensation incurred by the Company to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsManager hereunder.

Incentive Compensation. Executive shall (a) Cash Bonuses. Employee will be eligible for (i) annual cash bonus compensation with a target of Four Hundred Thousand Dollars ($400,000), which may be based on quarterly revenue, cash flow targets, and/or other bonus criteria as further detailed in a separate “Deal Sheet” to participate be provided to Employee in any short-term incentive plan (“STIP”) writing prior to the beginning of the year to which such cash bonus relates, and long-term incentive plan (“LTIP”) (orsubject to change each subsequent year by the PLNM and SBG CEO, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by their absolute and complete discretion (the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive CompensationAnnual Bonus”). Threshold; provided, targetthat the PLNM and SBG CEO shall reasonably consult with Employee when determining such “Deal Sheet” performance metrics, superior and maximum corporate performance levels may be established by (ii) a discretionary bonus in the Boards or the Compensation Committee for each performance period based on earnings growthform of restricted stock, profitabilityif any, asset quality and/or other performance metrics as determined by the Boards or PLNM and SBG CEO, in their sole and absolute discretion (the Compensation Committee “Discretionary Bonus”, and together with the Annual Bonus, collectively, the “Bonus”). Any such Bonus shall be subject determined and payable after the PLNM and SBG CEO has had the opportunity to review any financial, ratings, and/or other information that it determines is necessary, appropriate, or relevant for or to such determination; provided, however, that to ensure compliance with the terms “short-term deferral” exception under Section 409A of the specific plan and award agreement Internal Revenue Code, any such Bonus shall in no event be paid any later than the fifteenth (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval 15th) day of the Boards or third (3rd) calendar month following the Compensation Committee. Any Short-Term Incentive Compensation later of the end of Employee's Pursuant to Section 4.2(e), Employee shall be payable, in the discretion entitled to a Pro Rated Bonus (as defined below) for any partial year of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, employment in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A)foregoing. To Employee shall be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, Bonuses awarded in accordance with Employers’ normal practices for the payment foregoing so long as Employee is employed through the date of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt fromdetermination of such Bonuses; provided, or comply withthat, Code Section 409A). To if Employee remains employed through the expiration of the Term, he shall be entitled to any payment of Longa Pro-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of Rated Bonus (as defined below) for the applicable performance period year. Except for the Bonus payment deadline expressed above, any changes to which the Long-Term Incentive Compensation relates, except as otherwise provided Base Salary and/or Bonus may be made in Agreements paragraphs 6 accordance with the terms and 7 herein and subject to LTIP termsconditions of this Agreement without in any manner altering the terms of this Agreement.

Incentive Compensation. During the term of Executive’s employment under this Agreement, subject to any approval required by applicable laws and governing regulatory agencies or authorities, and in addition to Executive’s Base Salary, Executive shall be eligible to participate in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) receive such additional Incentive Compensation as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change awarded from time to time. Entitlement to and payment of Incentive Compensation is subject to , by the CEO in his discretion and with the approval of the Boards or boards of directors of the Compensation CommitteeBank and the Bank Holding Company. Any Short-Term It is understood that any such Incentive Compensation to be awarded to Executive shall be payablebased on the Bank’s attainment of certain performance goals established by the CEO. During the first quarter of each fiscal year, the CEO will establish target performance criteria to determine the amount of Executive’s Incentive Compensation for that fiscal year. Upon Executive’s achievement of any performance goals which the Bank’s board of directors may have established in the discretion of the Boards or consultation with the Compensation Committee, in cash Executive shall be eligible to receive annual Incentive Compensation, provided that the asset quality, management, liquidity or shares of Holding Company common stock (or a combination thereof) by no later than March 15 interest rate sensitivity of the year following the calendar year in which the STIP award is earnedBank shall not be “less than satisfactory.” The Bank’s board of directors will, in accordance with Employers’ normal practices for its sole discretion, determine whether the payment asset quality, management, liquidity or interest rate sensitivity of Short-Term the Bank is “less than satisfactory.” Any Incentive Compensation (earned by Executive shall be paid on or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on before the last fifteenth day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately third calendar month following the end of the applicable performance fiscal year period, of the Bank in accordance with Employers’ normal practices for which the payment of Long-Term Incentive Compensation is earned. Notwithstanding anything contained in this Agreement to the contrary, any increase to Executive’s Base Salary and any Incentive Compensation paid to Executive shall be (or otherwise i) in a manner intended to be exempt fromcompliance with applicable regulations, pronouncements, directives, or comply withorders issued or promulgated by any governing regulatory agency or authority and with any agreements by and between the Bank and such regulatory agencies or authorities, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on (ii) consistent with the last day safe and sound operation of the applicable performance period to which Bank, and (iii) closely monitored by the Long-Term Incentive CEO, the Bank’s board of directors and the Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsCommittee.

Incentive Compensation. (a) Remaining Subordinated Bond Bonus Pursuant to the terms of this Employment Agreement before its amendment and restatement, Executive was entitled to receive a bonus (the “Prior Bonus”) based upon achieving certain specified returns in excess of a target amount (the “Target Amount”) in connection with the sale or disposal of certain subordinated mortgage-backed securities specified in the Prior Employment Agreement (the “Specified Subordinated Bonds”). Executive’s Prior Bonus was based on a percentage of the Company’s profit in excess of such Target Amount. During the term of the Prior Employment Agreement, the Company sold a portion of the Specified Subordinated Bonds at a price in excess of the Target Amount and Executive became entitled to receive the Prior Bonus with respect to all Specified Subordinated Bonds sold from time to time by the Company. Under the Prior Employment Agreement, Executive was paid the Prior Bonus in respect of the Specified Subordinated Bonds sold by the Company during the term of the Prior Employment Agreement, but was not paid any Prior Bonus in respect of the remaining Specified Subordinated Bonds (the “Remaining Subordinated Bonds”) listed on Schedule 1 hereto which were not sold during the term of the Prior Employment Agreement. Accordingly, subject to the provisions of Sections 4(b) and (c) of this Employment Agreement, from time to time during the Employment Term, Executive shall be eligible to participate for a bonus (the “Remaining Subordinated Bond Bonus”) based upon the following formula: If the Company acting upon the approval of its CEO or the majority of the Board of Directors sells (a “Disposition Event”) the Company’s interest in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) of the Remaining Subordinated Bonds (or, in each caseif the structure is unwound, successor plans or arrangementsthe underlying collateral) as may the Bonus payable for such period shall be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period 10% of the aggregate cash proceeds from the sale of any such Remaining Subordinated Bonds received by the Boards or the Compensation Committee Company, net of all direct and indirect expenses, including investment banking, legal, data processing services (respectivelyincluding Intex), “Short-Term Incentive Compensation” accounting, trustee, rating agency, financial printer, and “Long-Term Incentive Compensation” and together “Incentive Compensation”)other related fees, associated with such Remaining Subordinated Bonds. ThresholdFollowing a Disposition Event with respect to any Remaining Subordinate Bonds, targetExecutive may request, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growthin writing, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms payment of the specific plan Remaining Subordinate Bond Bonus with respect to such Remaining Subordinate Bonds and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time the Remaining Subordinate Bond Bonus with respect to time. Entitlement to and payment such Remaining Subordinate Bonds will be payable within 10 days of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termssuch written request.

Incentive Compensation. With respect to the Company’s 2012 fiscal year and each fiscal year of the Company thereafter, all or part of which occurs during the Employment Term, the Executive shall be eligible entitled to participate in the Company’s annual management incentive program or arrangement approved by the Board (or any short-term incentive authorized committee thereof) or any successor program or plan thereto or thereunder on terms and conditions no less favorable to the Executive than those available to similarly situated executives of the Company, with a target bonus opportunity of 100% of the Executive’s Base Salary (the “STIP”) and long-term incentive plan (“LTIPTarget Bonus Percentage”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives with payment at levels comparable to those offered to other comparable senior executives, with award opportunities established for each no less than the Target Bonus Percentage if the applicable performance period by targets are met for the Boards or applicable fiscal year, and with the Compensation Committee bonus opportunity to increase above the Target Bonus Percentage if the applicable performance targets are exceeded (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards Board (or any authorized committee thereof) in a manner consistent with how annual bonus determinations are made for similarly situated executives of the Compensation Committee Company); provided, however, that with respect to the Company’s 2012 fiscal year, the Executive’s actual annual bonus paid for such fiscal year will be guaranteed and will be equal to the greater of (i) the actual incentive bonus earned, or (ii) the Target Bonus Percentage multiplied by his Base Salary, in each case multiplied by a fraction, the numerator of which is the number of days in the Company’s 2012 fiscal year from and after the Effective Date, and the denominator of which is 366; provided, further, however, that with respect to the Company’s 2013 fiscal year, the Executive shall be subject entitled to a guaranteed bonus equal to the greater of (i) the actual incentive bonus earned, or (ii) his Target Bonus Percentage multiplied by his Base Salary ($500,000). The Board (or any authorized committee thereof) shall have the authority to establish performance metrics and such other terms and conditions of the specific plan and award agreement (or other similar documentation)annual management incentive program pursuant to which such bonuses may be earned. Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject Such annual bonuses shall be paid to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, Executive in cash or shares of Holding Company common stock (or a combination thereof) by no later than the date such bonuses are generally paid to other senior executives of the Company, but in all events by March 15 of the year following the calendar fiscal year in for which such annual bonus was earned (unless the STIP award is earned, in accordance with Employers’ normal practices for the payment Executive has elected to defer receipt of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409Aany such bonuses). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP terms.

Incentive Compensation. (1) For each fiscal year during the Term (i.e., both the Regular Term and the Transition Period), Executive shall participate with the other senior executives of the Company in, and shall be eligible to participate receive cash incentive compensation in any short-term accordance with the terms of, the senior executive compensation plan adopted by the Board for that fiscal year (as applicable to each fiscal year, the “Compensation Plan”). (2) The parties acknowledge that the standards and criteria on which awards under the Compensation Plan have historically been based include both corporate earnings targets (measured after all incentive plan (“STIP”compensation is taken into account) and long-term a somewhat more subjective individual performance factor and that it is the Board’s current expectation (but not the Board’s or the Company’s obligation hereunder) to continue to use similar criteria in determining incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers compensation for senior executives at levels comparable to those offered to other comparable all senior executives, with award opportunities established including Executive. (3) Executive’s minimum Incentive Compensation opportunity for each applicable performance period by fiscal year during the Boards Term (Executive’s “Target Bonus”), which is referred to in the current Compensation Plan as Executive’s “Expected Reward Opportunity,” shall be such amount (expressed either as a percentage of base salary, as is currently the case, or as a stated dollar amount) as the Board (or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change Board, as applicable) from time to timetime determines in it sole discretion is appropriate, but in no event shall Executive’s Target Bonus for any fiscal year during the Term be less than 100% of Executive’s base salary for that fiscal year. Entitlement to and payment Under the current Compensation Plan, the amount of Incentive Compensation awarded to Executive for a particular fiscal year if the “expected” level of achievement (both corporate and individual) is subject attained for that fiscal year is (by definition) equal to Executive’s Target Bonus. The actual Incentive Compensation awarded to Executive for any particular fiscal year may be more or less than Executive’s Target Bonus, based on the actual level of achievement relative to the discretion and approval of performance metrics established for that year by the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsBoard .

Incentive Compensation. During the Term, the Executive shall be eligible entitled to participate in all incentive compensation plans and programs generally available to executive officers of the Company and its subsidiaries as are currently in effect and as may hereafter be amended from time to time, or as may hereafter be established, subject to the terms and conditions of such plans and programs. As of the date of this Agreement, the incentive compensation plans available to the Executive are the Company's Short Term Executive Incentive Plan, as currently in effect and as may hereafter be amended from time to time (the "STIP"), and the Company's Long Term Executive Incentive Plan and the Company's 1992 Stock Option Plan, both as currently in effect and as may hereafter be amended from time to time (collectively, the "LTIP"). For purposes of this Agreement, (i) the STIP shall also include any additional or replacement short-term incentive compensation plan that the Company may adopt subsequent to the date of this Agreement in which the Executive is eligible to participate, and (“STIP”ii) the LTIP shall also include any restricted stock and any additional or replacement long-term incentive compensation plan that the Company may adopt subsequent to the date of this Agreement in which the Executive is eligible to participate. The Executive's award under the STIP for 2005 shall be a cash bonus of One Hundred Seventy-Five Thousand Dollars (“LTIP”) (or$175,000), which shall be earned if the performance factor established by the Board of Directors is achieved by the Executive by December 31, 2005 and which shall be paid in accordance with the historical practices of the Company and, in any event, not later than March 15, 2006. For the fiscal year ending December 31, 2006 and each casesubsequent fiscal year during the Term, successor plans or arrangements) as may the "target" award rate for the Executive under the STIP shall be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives100% of his Base Salary. For the 2006 and subsequent fiscal years, with award opportunities established for each applicable the performance period by factors under the Boards or STIP shall be mutually agreed upon between the Board of Directors and the Executive. The Executive understands and acknowledges that the Compensation Committee of the Board of Directors is currently reviewing the LTIP (respectivelyincluding the performance factors and the type of compensation payable under the LTIP for the 2005-2007 and subsequent performance periods consistent with the Company's strategic plan), “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or that the Compensation Committee for each performance period may replace the cash component of awards under the LTIP with equity-based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or awards and that the Compensation Committee and may use only restricted stock or other equity-based compensation as awards under the LTIP. Notwithstanding the foregoing, for the 2005-2007 performance period under the LTIP, the Compensation Committee shall be subject grant to the terms Executive an award of Forty Two Thousand (42,000) shares of restricted common stock of the specific plan Company under the LTIP, and the award agreement (or other similar documentation). Specific STIP shall vest and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject be payable to the discretion and approval Executive upon achievement of all performance factors for the Boards or the Compensation Committee. Any Short2005-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, 07 performance period in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (LTIP. Prior to the restricted common stock becoming fully vested, the Executive shall not have the right to vote, to receive dividends or otherwise in a manner intended to be exempt from, distributions on or to comply with Code Section 409A). To be entitled to enjoy any payment other rights of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day ownership of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termssuch stock.

Incentive Compensation. During the Employment Term, the Executive also shall be eligible entitled to participate in any short-term receive incentive plan compensation (“STIPIncentive Compensation”) in such amounts and long-term at such times as the Compensation Committee of the Board may determine in its discretion to award to him under and in accordance with the Company’s 2016 Omnibus Incentive Plan (including any amendments thereto) and any successor incentive compensation or bonus plan (“LTIP”) (or, in each case, successor or plans or arrangements) for senior executives of the Company as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change Company from time to time. Entitlement to The Executive’s annual target cash bonus opportunity (a “Bonus Opportunity”) shall be a percentage of the Executive’s Base Salary, which percentage shall be established by the Compensation Committee of the Board in its discretion but shall be not less than one hundred percent (100%) and payment not greater than four hundred percent (400%). In addition, the Executive’s annual target long-term equity incentive compensation (“LTE Opportunity”) shall be established by the Compensation Committee of the Board in its discretion. As a result of its annual review in 2022, the Compensation Committee determined that, for the fiscal year ending December 31, 2022, the Executive’s Bonus Opportunity shall be two hundred-fifty percent (250%) of the Executive’s Base Salary, and the Executive’s LTE Opportunity shall be an award of performance stock units having an aggregate fair value at target of five hundred-fifty percent (550%) of the Executive’s Base Salary. Such Incentive Compensation is subject amounts shall be based upon and adjusted by the degree of achievement of corporate and individual performance criteria as may be set from time to time by the Compensation Committee of the Board for the Company’s senior executives.” Except as expressly or by necessary implication modified by this Amendment, the terms and conditions of the Agreement are hereby ratified and confirmed without limitation or exception and shall remain in full force and effect. The Agreement, as amended by this Amendment embodies the entire agreement and understanding of the parties hereto with respect to the discretion subject matter hereof and approval supersedes all prior and contemporaneous agreements and understandings, whether oral or written, relating thereto. The validity, interpretation, construction and performance of this Amendment shall be governed by the laws of the Boards or State of Connecticut other than the Compensation Committeeconflict of laws provision thereof. Any Short-Term Incentive Compensation Jurisdiction over disputes with regard to this Amendment shall be payable, exclusively in the discretion federal or state courts of the Boards State of Connecticut. This Amendment may be executed in one or the Compensation Committeemore counterparts, in cash or shares each of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended shall be deemed to be exempt from, or to comply with Code Section 409A)an original but all of which together shall constitute one and the same instrument. To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP terms.  

Incentive Compensation. Executive (i) The Seller shall take all action necessary to cause each Continuing Employee who holds awards of equity-based compensation granted under any Retained Plan in calendar years prior to the 2012 calendar year to become fully vested in such awards as of the applicable Transfer Date, and the Seller shall retain all liability arising from or relating to such awards. With respect to each Continuing Employee who holds one or more awards of equity-based compensation granted under any Retained Plan in the 2012 calendar year that will be eligible forfeited in accordance with their terms (including pursuant to participate a reasonable interpretation of such terms by the board of directors of Seller or a committee thereof) as of the applicable Transfer Date (each, a “2012 Forfeited Award”), the material terms of which 2012 Forfeited Awards are set forth in Schedule 4.09(l) (including number of shares or amount subject to such award and the vesting acceleration and forfeiture terms of such award), Purchaser shall, as soon as reasonably practicable after the applicable Transfer Date, grant such employee one or more incentive compensation awards that provide incentive opportunities that are substantially comparable in the aggregate to the incentive opportunities applicable to such Continuing Employee’s 2012 Forfeited Award(s) as of immediately prior to the Closing. (ii) With respect to any cash bonuses (excluding incentive compensation replacing any 2012 Forfeited Award) and other short-term cash incentive plan compensation (the aggregate amount of such compensation that is paid by Purchaser pursuant to this Section 4.09(l)(ii), the “STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Cash Incentive Compensation”). Threshold, target, superior Purchaser and maximum corporate performance levels may be established by its Affiliates shall pay to each Continuing Employee for the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earnedClosing occurs an amount not less than that which such Continuing Employee would otherwise have received pursuant to the applicable Retained Plan (the Seller has provided to the Purchaser or made available in the data room a complete list of each of the incentive compensation recipients and each such recipient’s target incentive amount) (as if each Continuing Employee’s employment with Purchaser or its applicable Affiliate after the Closing were deemed to be employment with Seller or its applicable Affiliate for purposes of eligibility to receive such Cash Incentive Compensation), with any appropriate adjustments to be made by the Purchaser in accordance with Employers’ normal practices for good faith. Within twenty (20) Business Days after the payment of Short-Term date that the Cash Incentive Compensation (or otherwise is paid, the Seller shall reimburse the Purchaser for a pro rata portion of the Cash Incentive Compensation, to the extent not reflected in a manner intended to be exempt fromthe Adjustment Amount, or to comply with Code Section 409A). To be entitled to any payment of Short-Term such portion determined by multiplying the Cash Incentive Compensation by a fraction, the numerator of which is the number of days from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 January 1 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relatesClosing occurs through the Closing Date, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsthe denominator of which is 366.

Incentive Compensation. Executive 6.1 Employee shall participate in the Company’s annual performance-based cash incentive bonus plan (the “Incentive Bonus Plan”). With respect to 2002, Employee shall have a target bonus of at least 50% of base salary and a total potential bonus opportunity of at least 100% of base salary if corporate and departmental goals are met at the outstanding level. The Company and Employee hereby agree that during 2002 the terms of the Incentive Bonus Plan shall be eligible evaluated and compared to participate similar incentive compensation arrangements offered by other employers in any short-term the industry. The Parties hereto further agree that they shall endeavor to review and revise, if appropriate, the Incentive Bonus Plan in response to the results of such evaluation so that the plan continues to provide comparable and competitive incentive plan compensation to relevant Company employees beginning in 2003. 6.2 During the Term, beginning with the 2002 award cycle, Employee shall receive (“STIP”i) and long-term incentive plan an annual grant under the Company’s Long Term Incentive Plan (the “LTIP”) of Performance Awards and Dividend Equivalent Rights (oras such terms are defined in the LTIP) and (ii) additional equity grants under the LTIP, or any successor plan, in each case, successor plans or arrangements) the same manner and to the same extent as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period additional grants are made by the Boards or Company to peer executives. The annual grants to Employee under the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may LTIP shall be established governed by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject terms of this Section 6.2. (a) Subject to the terms of Section 6.2(d) below and the specific plan Change in Control Agreement between the Company and award agreement Employee, each annual Performance Award and the corresponding Dividend Equivalent Rights will, upon vesting, entitle Employee to receive a number of shares of common stock of the Company (or other similar documentation). Specific STIP “Shares”) and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject a cash amount equal to the discretion and approval dividends that such Shares would have earned had Employee owned the Shares from January 1 in the year of the Boards or annual award through the date of vesting. (b) Each annual Performance Award will be made by the Compensation Committee. Any Short-Term Incentive Compensation Committee of the Board during the first calendar quarter of each year and shall be payablecalculated based on the following formula: T = (B x 0.95) / (A / 0.70), in where T = Target Number of Shares (the discretion "Target"); B = Employee's Base Salary; and A = Average Per Share Price during the Fourth Calendar Quarter of the Boards or Year Preceding the Compensation Committee, in cash or shares Year of Holding Company common stock the Award. (or a combination thereofc) by no later than March 15 Each annual Performance Award will vest over four calendar years commencing on January 1 of the year of grant. Upon completion of each four year vesting period (each, a “Vesting Date”), Employee shall become entitled to receive a number of Shares, equal to from 0% to 175% of the Target, based on the Company’s total shareholder return (“TSR”) during the four year vesting period (which TSR shall be reasonably determined by the Compensation Committee of the Board) as compared to the comparator companies included in the Edison Electric Institute Gas and Electric Combination Utility Index (the “Index”) designated by the Compensation Committee at the time of each grant, as follows: 35th or less 0% 45th 50% 50th 75% 55th 100% 65th 125% 75th 150% 85th or more 175% Results falling between the percentiles shown above will be interpolated. In addition to the Shares, in settlement of Employee’s Dividend Equivalent Rights, on each Vesting Date Employee shall become entitled to receive a lump sum cash amount equal to the result of the following formula: C = S x D, where C = the calendar lump sum cash amount to be paid to Employee; S = the actual number of Shares awarded to the Employee on the Vesting Date; and D = the aggregate dividends per Share paid by the Company over the four year vesting period. (d) In addition to the annual grants of Performance Awards and Dividend Equivalent Rights described above, Employee is hereby granted Performance Awards and Dividend Equivalent Rights at the following Target levels with respect to the following ongoing award cycles: 1999-2002 3095 2000-2003 8185 2001-2004 9135 On each Vesting Date for these award cycles, the number of Shares and the lump sum cash payment to which Employee is entitled, if any, shall be determined in the same manner as described in subsections (a) through (c) above without regard to the period during which Employee has been employed by the Company. 6.3 If Employee completes five years of employment with the Company and subsequently leaves the Company at any time prior to her retirement date for any reason other than a termination for cause (as defined in Section 10.1 of this Agreement), for each award cycle with respect to which the STIP award is earnedVesting Date has not yet occurred as of the date of termination, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To Employee shall be entitled to any payment receive, within 30 days after the termination of Short-Term Incentive Compensation from Employersher employment, Executive must be employed by an Employer a pro rata portion (based on the last day portion of each award cycle elapsed prior to the applicable performance period date of termination, and the TSR compared to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following relevant comparator companies through the end of the calendar quarter immediately preceding the date of termination of employment, for each relevant award cycle, as described in Section 6.2 above) of each corresponding Performance Award and a prorata portion of the associated Dividend Equivalent Rights (whether or not fully vested). As provided in the LTIP, the same prorata payment of each LTIP award cycle shall be applicable performance year periodupon Employee’s retirement. 6.4 If the Company hereafter adopts new annual incentive bonus plans or programs, or new equity-based incentive compensation plans or programs in accordance with Employers’ normal practices substitution for the payment of LongLTIP awards, Employee shall be granted annual incentives and equity-Term Incentive Compensation (based incentives under such plans or otherwise programs with a value no less than the annual bonus incentives and LTIP awards provided for in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsthis Agreement.

Incentive Compensation. During the term of Executive’s employment under this Agreement, subject to any approval required by applicable laws and governing regulatory agencies or authorities, and in addition to Executive’s Base Salary, Executive shall be eligible to participate in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) receive such additional Incentive Compensation as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change awarded from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or , by the Compensation Committee. Any Short-Term It is understood that any such Incentive Compensation to be awarded to Executive shall be payablebased on the Company’s attainment of certain performance goals established by the Company’s board of directors in consultation with the Compensation Committee. During the first quarter of each fiscal year, the Company’s board of directors in consultation with the discretion Compensation Committee will establish target performance criteria to determine the amount of Executive’s Incentive Compensation for that fiscal year. Upon Executive’s achievement of any performance goals which the Boards or Company’s board of directors may have established in consultation with the Compensation Committee, in cash Executive shall be eligible to receive annual Incentive Compensation, provided that, to the extent the Bank’s asset quality, management, liquidity or shares interest rate sensitivity of Holding Company common stock (or a combination thereof) by no later such bank shall not be “less than March 15 satisfactory.” The board of directors of the year following the calendar year in which the STIP award is earnedBank will, in accordance with Employers’ normal practices for its sole discretion, determine whether the payment asset quality, management, liquidity or interest rate sensitivity of Short-Term such bank is “less than satisfactory.” Any Incentive Compensation (earned by Executive shall be paid on or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on before the last fifteenth day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately third calendar month following the end of the applicable performance fiscal year period, of the Company in accordance with Employers’ normal practices for which the payment of Long-Term Incentive Compensation is earned. Notwithstanding anything contained in this Agreement to the contrary, any increase to Executive’s Base Salary and any Incentive Compensation paid to Executive shall be (or otherwise i) in a manner intended to be exempt fromcompliance with applicable regulations, pronouncements, directives, or comply withorders issued or promulgated by any governing regulatory agency or authority and with any agreements by and between the Company, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employersthe Bank Holding Company or the Bank and such regulatory agencies or authorities, Executive must be employed by an Employer on (ii) consistent with the last day safe and sound operation of the applicable performance period to which Bank, and (iii) closely monitored by the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsCommittee.

Incentive Compensation. Executive (a) As additional compensation, beginning with the Company's fiscal year ending December 31, 2003 and continuing for each fiscal year during which this Agreement is in effect, the Manager will be entitled to an annual incentive compensation payment in an amount equal to 1% of the Company's EBITDAM for such year, provided that EBITDAM for such year is greater than $29,000,000 (the "Incentive Compensation"). Any Incentive Compensation payable with respect to any such fiscal year shall be eligible to participate in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period paid by the Boards or Company to the Manager within 75 days after the end of such fiscal year; provided, however, that the Compensation Committee of the Board may approve the payment of an estimated amount of Incentive Compensation (respectively, “Short-Term the "Estimated Incentive Compensation” and “Long-Term ") with respect to any such fiscal year in such installments as such Committee shall deem appropriate. In the event that the Estimated Incentive Compensation” and together “Compensation (if any) paid to the Manager with respect to any such fiscal year is greater than the actual amount of Incentive Compensation”)Compensation that is finally determined to have been payable with respect to such fiscal year, then the Manager shall promptly repay the amount of such excess to the Company. ThresholdIn the event that the Estimated Incentive Compensation (if any) paid to the Manager with respect to any such fiscal year is less than the actual amount of Incentive Compensation that is finally determined to have been payable with respect to such fiscal year, target, superior and maximum corporate performance levels than the Company shall promptly pay the amount of such deficiency to the Manager. (b) Notwithstanding any provision hereof which may be established by to the Boards or contrary, in the event any Incentive Compensation Committee with respect to any fiscal year of the Company is paid prior to the issuance of the Company's regularly prepared financial statements for each performance period based on earnings growthsuch fiscal year, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and any amount paid shall be subject to increase or decrease based upon the terms results of such financial statements. (c) For purposes of this Section 6.3, "EBITDAM" means the specific plan Company's earnings before net interest expense, income taxes, depreciation, amortization and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject any compensation incurred by the Company to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsManager hereunder.

Incentive Compensation. Executive shall be eligible have the opportunity annually to participate earn incentive compensation in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established amounts determined by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee of the Board (respectivelythe "Committee") in accordance with the applicable plan(s) of the Company as in effect from time to time; provided, “Short-Term Incentive Compensation” however, that (i) Executive shall have the opportunity to earn annually up to 100% of the Base Salary as incentive compensation pursuant to, and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of and conditions of, the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change Company's Management Incentive Compensation Plan as in effect from time to time. Entitlement to and payment of time (provided, however, that if no Management Incentive Compensation Plan is subject in effect at any relevant time, or if such plan, as in effect at any relevant time, does not provide a reasonable opportunity for Executive to the discretion and approval earn annually up to 100% of the Boards or Base Salary as incentive compensation, then the Compensation Committee. Any Short-Term Incentive Compensation Company shall be payableprovide such reasonable opportunity to Executive independently of such plan, and provided further that Executive may in the discretion of the Boards Committee or the Compensation CommitteeBoard receive additional incentive compensation); and (ii) Executive's annual opportunity for incentive compensation shall, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 for each year, be on terms and conditions at least as favorable to Executive as the most favorable terms and conditions for incentive compensation offered to any other employee of the year following the calendar year in which the STIP award is earned, Company for such year. Any incentive compensation payable to Executive shall be paid in accordance with Employers’ normal the Company's usual practices for the with respect to payment of Short-Term Incentive Compensation incentive compensation to its other senior executives (or otherwise in except to the extent deferred under a manner intended to be exempt from, or to comply with Code Section 409Adeferred compensation plan). To accommodate the change in the Company's fiscal year end from October 31 to December 31, the first annual period during the Term for purposes of Executive's incentive compensation shall be entitled to any payment of Shortthe fourteen-Term Incentive Compensation month period from Employersthe Effective Date through December 31, Executive must be employed by an Employer 2001, and Executive's annual opportunity for incentive compensation based on the last day Base Salary for such first annual period of the applicable performance period Term, ending December 31, 2001, shall be determined with reference to the Base Salary (as determined in accordance with the terms hereof) payable in respect of such fourteen-month period. Notwithstanding anything to the contrary herein or in any plan, policy or program of the Company, any other compensation or benefit to which Executive is entitled that is based on a fiscal year of the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned Company shall be payablecomputed for fiscal year 2001 so that the months of November and December 2000 are included in such computation for the benefit of Executive, except to the extent (if any) that (i) such months previously had been reflected in a computation of such compensation or benefit, or (ii) inclusion of such months would otherwise result in a duplication or overlap of such compensation or benefit or the computation thereof; provided, however, that if, in the discretion case of clause (i) or (ii) above, the Boards amount or the Compensation Committee, value of such compensation or benefit in cash or shares respect of Holding Company common stock such months (or a combination portion thereof) as so computed is less than what the amount or value of such compensation or benefit would be for such months (or portion thereof) if such months (or portion thereof) had been included in the computation of such compensation or benefit for fiscal year 2001, then the amount or value of such compensation or benefit for fiscal year 2001 shall be increased by no later than March 15 the amount of such difference (it being understood that, for the year immediately following the end computation of the applicable performance year any compensation or benefit which is based on a comparison between amounts with respect to a given reference period, in accordance with Employers’ normal practices including, without limitation, for purposes of Section 5(h) of this Agreement, the amounts to be compared shall each be computed for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409Asame reference period). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP terms.

Incentive Compensation. i. For each calendar year during the Term of Employment, Executive shall will be eligible entitled to participate receive an annual cash bonus, payable in any short-term incentive plan cash (“STIPAnnual Cash Bonus”) ), as provided under this Agreement. The Annual Cash Bonus for the 2023 calendar year is described on Exhibit A. The Annual Cash Bonus for each subsequent calendar year during the Term of Employment will be subject to such performance metrics and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) other terms as may be established annually by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash consultation with the CEO. During the Term of Employment, Executive’s target Annual Cash Bonus shall be $1,600,000, which target may not be reduced during the Term of Employment without Executive’s consent. The target Annual Cash Bonus may be increased by the Compensation Committee in its discretion, and any such increased amount will thereafter be the target Annual Cash Bonus for all purposes under the Agreement. The actual Annual Cash Bonus may be more or shares of Holding Company common stock (or a combination thereof) by no later less than March 15 of the year following the calendar year in which the STIP award is earnedsuch target amount, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer based on the last day achievement of the applicable performance period metrics. The Compensation Committee will make all determinations with respect to which any Annual Cash Bonus, in good faith, in consultation with the Short-CEO, and consistent with the text of this Agreement and the terms of Exhibit A. ii. During the Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned of Employment, Executive shall be payable, entitled to receive long-term incentive compensation consisting of grants in the discretion form of restricted stock units (“RSUs”) and/or performance stock units (“PSUs”) granted under the Company’s current Equity Incentive Plan (or its successor), as determined by the Compensation Committee (the “LTI”) and as provided by this Agreement. During the Term of Employment, Executive’s target annual LTI grant shall be $2,400,000, which target may not be reduced during the Term of Employment without Executive’s consent. The target annual LTI amount may be increased by the Compensation Committee in its discretion, and any such increased amount will thereafter be the target annual LTI amount for all purposes under the Agreement. The performance metrics and other terms of the Boards or LTI grants to be made in the 2023 calendar year are described on Exhibit A. The LTI grants for each subsequent calendar year during the Term of Employment will be subject to such performance metrics and other terms as may be established annually by the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of consultation with the year immediately following the end of the applicable performance year periodCEO. The Compensation Committee will make all determinations with respect to LTI, in accordance good faith, in consultation with Employers’ normal practices for the payment CEO, and consistent with the text of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment this Agreement and the terms of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP terms.Exhibit A.

Incentive Compensation. Executive shall be eligible to participate in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP terms.

Incentive Compensation. (a) Executive shall be entitled to participate in the Company’s Corporate Senior Management Incentive Plan (the “Senior Management Incentive Plan”) with an annual incentive target of 100% of Base Salary, and such participation shall be subject to such terms and conditions as the Company’s Board of Directors (the “Board”) shall determine. (b) Executive shall also be entitled to participate in the Company’s LTIP Plans with his individual incentive target of 200% of Base Salary during the Term of this Agreement, and such participation shall be subject to such terms and conditions as the Board shall determine. (i) The Company acknowledges that Executive is currently a participant in the 2012 LTIP Plan, which Plan covers the years 2012, 2013 and 2014. Subject to Executive’s agreement regarding continued compliance with restrictive covenants after his retirement, the Company agrees to modify Executive’s 2012 LTIP award agreements to provide that if Executive’s employment is terminated by the Company prior to December 31, 2014 other than for Cause (as defined in Section 7(b) hereof), or due to Executive’s death or Disability (as defined in Section 7(a) hereof), Executive will be eligible to receive the same number of shares and options under such award agreements that Executive would have received had Executive’s employment continued through the applicable vesting date specified in such award agreements. This provision will result in the continued full vesting (rather than immediate pro-rata vesting) of the time-based restricted stock units and stock options that Executive receives pursuant to such award agreements and the potential full vesting (depending on the Company’s performance) of the performance-based restricted stock units that Executive receives pursuant to such award agreements. (ii) The Company acknowledges that Executive will be eligible to participate in any short-term incentive plan the 2013 LTIP Plan (“STIP”covering years 2013, 2014 and 2015) provided that the LTIP Plan is not discontinued for all participants in 2013 and long-term incentive plan (“LTIP”) (orthat Executive continues to be employed under this Agreement through the date on which the 2013 LTIP awards are granted. Subject to Executive’s agreement regarding continued compliance with restrictive covenants after his retirement and assuming that the LTIP Plan is not discontinued for all participants in 2013 and that Executive continues to be employed under this Agreement through the date on which the 2013 LTIP awards are granted, the Company agrees to provide in each caseExecutive’s 2013 LTIP award agreements that if Executive remains employed under this Agreement through December 31, successor plans 2014, or arrangements) as may be established by Employers for senior executives at levels comparable if Executive’s employment is terminated prior to those offered to other comparable senior executives, with award opportunities established for each applicable performance period such date by the Boards Company other than for Cause (as defined in Section 7(b) hereof), or due to Executive’s death or Disability (as defined in Section 7(a) hereof), Executive will be eligible to receive the Compensation Committee same number of shares and options under such award agreements that Executive would have received had Executive’s employment continued through the applicable vesting date specified in such award agreements. This provision will result in the continued full vesting (respectivelyrather than immediate pro-rata vesting) of the time-based restricted stock units and stock options that Executive receives pursuant to such award agreements and the potential full vesting (depending on the Company’s performance) of the performance-based restricted stock units that Executive receives pursuant to such award agreements. (iii) The Company acknowledges that Executive will be eligible to participate in the 2014 LTIP Plan (covering years 2014, “Short-Term Incentive Compensation” 2015 and “Long-Term Incentive Compensation” 2016) provided that the LTIP Plan is not discontinued for all participants in 2014 and together “Incentive Compensation”)that Executive continues to be employed under this Agreement through the date on which the 2014 LTIP awards are granted. ThresholdSubject to Executive’s agreement regarding continued compliance with restrictive covenants after his retirement and assuming that the LTIP Plan is not discontinued for all participants in 2014 and that Executive continues to be employed under this Agreement through the date on which the 2014 LTIP awards are granted, targetthe Company agrees to provide in Executive’s 2014 LTIP award agreements that if Executive remains employed under this Agreement through December 31, superior and maximum corporate performance levels may be established 2014, or if Executive’s employment is terminated prior to such date by the Boards Company other than for Cause (as defined in Section 7(b) hereof), or due to Executive’s death or Disability (as defined in Section 7(a) hereof), Executive will be eligible to receive the Compensation Committee for each performance period same number of shares and options under such award agreements that Executive would have received had Executive’s employment continued through the applicable vesting date specified in such award agreements. This provision will result in the continued full vesting (rather than immediate pro-rata vesting) of the time-based restricted stock units and stock options that Executive receives pursuant to such award agreements and the potential full vesting (depending on earnings growththe Company’s performance) of the performance-based restricted stock units that Executive receives pursuant to such award agreements. (iv) With respect to Executive’s outstanding stock options (whether currently vested or which vest in the future), profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject Company agrees to modify the terms of such options to extend the specific plan and award agreement post-termination exercise period from three (or other similar documentation). Specific STIP and LTIP criteria may change from time 3) years to time. Entitlement to and payment of Incentive Compensation is subject to five (5) years; provided, however, that under no circumstances shall the discretion and approval of the Boards or the Compensation Committee. Any Shortpost-Term Incentive Compensation shall termination exercise period for any such option be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following extended beyond the end of the applicable performance option’s stated maximum term, or, if earlier, ten (10) years from the grant date of such option. The Company further agrees that any stock options granted to Executive after the date of this Agreement will provide for a five (5) year post-termination exercise period; provided, in accordance with Employers’ normal practices however, that under no circumstances shall the post-termination exercise period for any such option extend beyond the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day end of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsoption’s stated maximum term.

Incentive Compensation. (a) With respect to each calendar year during which Executive is employed hereunder, he shall also be eligible to participate in the Company’s Annual Incentive Plan, in accordance with the terms thereof in effect from time to time; provided, however, that notwithstanding any term of such Annual Incentive Plan, Executive shall be entitled, with respect to each full calendar year during which Executive is employed hereunder, to a bonus, subject to attainment of pre-determined performance targets, of at least 100%, and not more than 200%, of Base Salary for the relevant year. In the event the Employment Term expires pursuant to Section 1 hereof during a calendar year, Executive will be eligible to receive a fraction of the bonus, if any, he would have received under the Company’s Annual Incentive Plan had he been employed by the Company for the entire such calendar year, the numerator of which fraction shall be the number of days during such calendar year in which the Executive was employed hereunder and the denominator of which fraction shall be 365. Such amount, if any, shall be paid on the date payment would be otherwise made pursuant to the Company’s Annual Incentive Plan. (i) With respect to each long-term performance period beginning prior to or on January 1, 2004 during all of which (except as otherwise set forth herein) Executive is employed hereunder, he shall also be eligible to participate in the Company’s historic cash Long Term Incentive Plan (the “Long Term Incentive Plan”), in accordance with the terms thereof in effect from time to time; provided, however, that notwithstanding any term of such Long Term Incentive Plan, Executive shall be entitled, with respect to each such performance period during all of which Executive is employed hereunder, to a long term incentive, subject to attainment of pre-determined performance targets, of at least 60% of Base Salary for the relevant period and a maximum long term incentive of 105% of Base Salary for the relevant period. In the event the Employment Term expires pursuant to Section 1 hereof, Executive will be eligible to receive, for each performance period in progress at the time of such expiration, a fraction of the long term incentive amount, if any, he would have received under the Long Term Incentive Plan had he been employed by the Company for the whole of such performance period, the numerator of which fraction shall be the number of days during such performance period in which the Executive was employed hereunder and the denominator of which fraction shall be 1095. Such amounts, if any, shall be paid on the respective dates payment would be otherwise made pursuant to the Long Term Incentive Plan. (ii) With respect to the period beginning on or after January 1, 2005, Executive shall be eligible to participate in any short-term incentive plan (“STIP”) and the long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities programs established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms executives of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change Company from time to time. Entitlement to time on the same terms and payment of Incentive Compensation is subject to the discretion and approval conditions as other executive officers of the Boards Company. Under such long term plan or the Compensation Committee. Any Short-Term Incentive Compensation shall be payableplans, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To Executive will be entitled to any payment receive a total award opportunity consistent with his position with the Company and past practice. It is anticipated that awards under such plan or plans shall consist of Short-Term Incentive Compensation from Employersoptions to purchase RBS securities and as well as cash awards, Executive must be employed by an Employer on with performance measured at both the last day Company and RBS level. Any such long term plan or the awards thereunder will contain provisions addressing the treatment of awards in the event a participant’s employment terminates prior to the expiration of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP terms.

Incentive Compensation. Executive shall (a) During the Employment Term, Employee will be eligible to participate in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor annual bonus plans or arrangements) as that the Company may be established by Employers implement at any time during the Employment Term for senior executives of the Company. The grant of a bonus in any given year or during several years shall not create a precedent for any subsequent years. For purposes of this Agreement, a bonus in respect of services performed in a fiscal year will not be considered to be earned (a) until after the Priceline Board or a committee established thereunder has reviewed the Company’s performance and Employee’s performance in respect of such year (with such performance standards to be established after taking into consideration any reasonable suggestions provided by Employee) and has determined the amount of the bonus, if any, to be payable to Employee in respect of such year’s performance and (b) unless Employee remains employed with ▇▇▇▇▇▇▇.▇▇▇ or Priceline through the relevant payment date of such bonus; provided, however, that if Employee is still employed by the Company as of December 31 of any year, Employee shall be considered to have earned the bonus in respect of services performed in such year (to the extent the committee and/or the Priceline Board determines that such bonus would otherwise have been payable to Employee had Employee remained employed through the relevant payment date for such bonus) unless Employee’s employment is subsequently terminated by the Company for “Cause” (as defined in Appendix A attached hereto) or as a result of a termination by Employee of his employment with the Company without “Good Reason” (as defined in Appendix A attached hereto, except that clause (b) of such definition (pertaining to involuntary relocation) shall apply only in connection with a Change in Control (as defined in Appendix A) for purposes of this Article 6.2(a)). Furthermore, notwithstanding any provision herein to the contrary, any bonus that is considered earned pursuant to the immediately preceding sentence shall be paid to Employee at levels comparable to those offered the same time as any similar bonus is paid to other comparable senior executivesexecutives of the Company, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms a target payment date of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the fiscal year following the calendar fiscal year in which the STIP award bonus is considered to have been earned, but in accordance with Employers’ normal practices for any event in the payment of Short-Term Incentive Compensation (or otherwise fiscal year following the fiscal year in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended bonus is considered to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termshave been earned.

Incentive Compensation. Executive In addition to Employee’s Base Compensation in effect from time to time, Employee shall be eligible to participate in any short-term incentive plan earn additional annual compensation (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by ) in the Boards or the Compensation Committee for each performance period amount of 300% (based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the maximum performance) of Base Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change in effect from time to time. Entitlement to The amount of the annual cash bonus will be based on Employee’s performance and Employer’s company-wide performance. The amount of the long-term incentive payment will be based on a formula weighted among achievement of strategic objectives, absolute total shareholder return (“TSR”) and any supplemental performance measures approved by the Board of Directors or the Compensation Committee of the Company for purposes of assessing management performance. Standards for evaluation of Employee’s performance and the nature and amount of Incentive Compensation is awards will be on bases and criteria comparable to and no less favorable to Employee than those applied to the Chief Executive Officer and other executive officers of the Company, having due regard for the differences in duties among the executive officers. Incentive Compensation may, at the election of Employer, take the form of cash or equity or equity-based awards in the Company. To the extent Employee’s Incentive Compensation consists of such equity awards, such awards may be granted under Employer’s employee share incentive plans as in effect from time to time, and may be subject to the discretion and approval of the Boards or the Company’s Compensation Committee. Any Short-Term Employee understands and agrees that the equity component of Incentive Compensation may be awarded on a deferred and/or restricted basis and may vest and be issued over time in up to four equal installments, with the first payable at or about the time of the award and the remainder on each of the next three anniversaries of the award. Incentive Compensation for any given calendar year shall be determined no later than 60 days after the last day of Employer’s calendar year and paid on March 5 of the following calendar year. In the case of awards with delayed vesting, each installment shall be paid within thirty days of the vesting date. Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following pro-rated for any partial calendar years except for the calendar year in which the STIP award is earnedEffective Date falls, in accordance with Employers’ normal practices for the payment of Short-Term which year Incentive Compensation (or otherwise in a manner intended to shall not be exempt fromreduced by pro ration. Other than as specifically set forth herein, or to comply with Code Section 409A). To be entitled to if this Agreement is terminated for any payment of Short-Term reason during any fiscal year for which Employee is eligible for Incentive Compensation, no Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices payable to Employee for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsthat calendar year.

Incentive Compensation. (a) The Executive shall be eligible entitled to participate in any short-term receive incentive plan compensation (“STIP”"Incentive Compensation") during each year of the Term of this Agreement, commencing with the 1997 year, equal to 3% of EBT for such year. For purposes hereof "EBT" is the Company's net earnings before income taxes attributable to the New York regional office or the difference between (i) Net Revenues (as hereinafter defined) and long-term incentive plan (“LTIP”ii) (or, in each case, successor plans or arrangements) as may the sum of total operating expenses and any provisions of the New York regional office. EBT shall be established by Employers derived from Holding's annual audited consolidated financial statements for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee Holding's year and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earned, calculated in accordance with Employers’ normal practices generally accepted accounting principles, applied consistently with prior periods; provided that (i) EBT shall exclude extraordinary gains or losses attributable to the New York regional office of the Company, (ii) funding costs attributable to the New York regional office shall be calculated in accordance with funding costs of the Company, and (iii) the Incentive Compensation for any one year shall never exceed an amount equal to two times the payment Executive's Base Salary for that year. Absent fraud, or manifest or gross error, the determination of Short-Term EBT by the Company will be final and shall not be subject to further review, challenge or adjustment by the Executive. (b) The Executive shall be entitled to receive the estimated amount of the Incentive Compensation (or otherwise in a manner intended to be exempt fromthe "Estimated Incentive Compensation"), or to comply with Code Section 409A). To be entitled to any payment net of Short-Term Incentive Compensation from Employersapplicable withholding and other taxes, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock within thirty (or a combination thereof30) by no later than March 15 of the year immediately following days after the end of the applicable performance year year, such Estimated Incentive Compensation to be derived from the Company's and Holding's unaudited financial statements as reviewed and approved by the Board. The Estimated Incentive Compensation will be subject to upward or downward adjustment based on Holding's annual audited consolidated financial statements reported on by Holding's independent certified public accountants (the "Adjustment"). The Adjustment shall be paid by the Executive to the Company, or shall be paid by the Company to the Executive, as the case may be, within fifteen (15) days of receipt of Holding's audited consolidated financial statements. In the event the Executive does not reimburse the Company for any Adjustment within such fifteen-day period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended Company shall have the right to be exempt from, or comply with, Code Section 409A). To be entitled offset the Adjustment against any other payments due to any payment of Long-Term Incentive Compensation from Employers, the Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termshereunder.

Incentive Compensation. Executive shall (a) The Employee will be eligible entitled to participate in any short-the Employer’s short term management incentive plan. The incentive payable under the short term management incentive plan (hereinafter referred to as the “STIPEntitlement”) and long-term incentive plan shall be determined on the basis of achievement of target EBITDA (“LTIP”after corporate expenses) (orfor the applicable fiscal year, in each case, successor plans or arrangements) such other performance measure as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards Board or the Compensation Committee of the Board shall establish in its discretion (respectively, the “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive CompensationTarget”). Threshold, target, superior and maximum corporate performance levels may Such Target shall be established set annually by the Boards Board or the Compensation Committee of the Board. The Entitlement for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics fiscal year will be determined as determined by described in the Boards or the Compensation Committee and shall be subject to the terms of the specific Employer’s short term management incentive plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change as in effect from time to time. The Entitlement to and payment will have a target amount of Incentive Compensation is subject to the discretion and approval zero percent (0%) of the Boards or Employee’s Base Salary at 95% of Target; a target amount of one hundred percent (100%) of the Compensation CommitteeEmployee’s annual Base Salary upon achievement of the Target; and a maximum amount of two hundred percent (200%) of the Employee’s annual Base Salary at 105% of Target. Any Short-Term Incentive Compensation The Entitlement shall be payable, in paid at the discretion same time as short term management incentives are payable to other similarly situated employees of the Boards or Employer, but (for each fiscal year beginning with the Compensation Committee, 2010 fiscal year) in cash or shares of Holding Company common stock (or a combination thereof) by any event no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance fiscal year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation Entitlement relates. Any unpaid Entitlement is deemed to be earned (and, except as otherwise provided in Agreements paragraphs 6 Article 4.02(b), the Employee shall be entitled to receive such amount) if and 7 herein and only if the Employee has been continuously employed through the last day of the fiscal year for which the Entitlement is being determined. Except as otherwise set forth in this Article 3.05, the Entitlement is subject to LTIP termsand governed by the terms of the short term management incentive plan documents as in effect from time to time and may be modified or terminated in accordance with the terms of the plan. (b) As incentive for Employee’s employment with Employer, Employer shall make the following retention payment to Employee; provided Employee is employed with Employer on the date of such scheduled retention payment: (i) a one time cash payment of $400,000 on August 12, 2011.

Incentive Compensation. In addition to the Executive's Base Salary, during the term of this Agreement the Corporation shall pay to the Executive incentive compensation (the "Incentive Compensation") as follows: (i) Subject to Section 3(b)(ii) below, no later than forty-five (45) days following the last day of each calendar quarter during the term of this Agreement, commencing with the calendar quarter ending March 31, 1999, the Corporation shall calculate and pay to the Executive an amount equal to five (5%) percent of the Corporation's positive consolidated net income before taxes and Special Assessments for such calendar quarter ($0 if a net loss before taxes and Special Assessments), as reflected in the Corporation's published and reported earnings for such calendar quarter (the "Quarterly Incentive Compensation"). (ii) Notwithstanding Section 3(b)(i) to the contrary, if at the time that the Quarterly Incentive Compensation is to be expensed by the Corporation and/or the Savings Bank: (i) the Corporation and/or the Savings Bank fail to be in Regulatory Capital Compliance, or (ii) the amount of the Quarterly Incentive Compensation expense is sufficient to result in the Corporation and/or the Savings Bank failing to be in Regulatory Capital Compliance, then the amount of the Quarterly Incentive Compensation to be paid to the Executive shall be eligible deferred and paid to participate the Executive in any short-term incentive plan (“STIP”the largest installment(s) possible and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as at the earliest possible date when the expense associated therewith may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, incurred with award opportunities established for each applicable performance period by the Boards or Corporation and Savings Bank being and thereafter remaining in Regulatory Capital Compliance. (iii) In determining the Compensation Committee (respectively, “Short-Term amount of the Quarterly Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion event that the Executive is employed under this Agreement for less than all of the Boards or applicable calendar quarter, whether due to the Compensation Committee, in cash or shares commencement of Holding Company common stock (or his employment on a combination thereof) by no later date other than March 15 the first day of the year following applicable calendar quarter, the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices termination or expiration of his employment for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended any reason prior to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period calendar quarter or otherwise, the amount due the Executive under this Agreement shall be adjusted, on a pro-rata basis, based on the number of days employed pursuant to which this Agreement during the Short-Term applicable calendar quarter. Executive acknowledges and agrees that any Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned due the Executive under this Agreement shall be payable, in the discretion a joint obligation of the Boards or Corporation and the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relatesSavings Bank, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsrequired by applicable law or regulation.

Incentive Compensation. The Executive shall be eligible to participate in any short-term receive cash incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) compensation as may be established determined by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee or the Board, taking into consideration the CEO’s recommendation, if applicable, from time to time (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). ThresholdFor each fiscal year beginning with the fiscal year ending December 31, target2024, superior and maximum corporate performance levels may the Executive’s target annual Incentive Compensation shall be established 60% of the Base Salary (referred to herein as the “Target Bonus”), subject to increase as determined by the Boards CEO or the Board or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics in their sole discretion. Except as determined by the Boards or the may be set forth in any applicable Incentive Compensation Committee plan and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and any required approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion of the Boards Board or the Compensation Committee, in cash including pursuant to applicable law, rule, regulation, national securities exchange listing standards or shares of Holding Company common stock (requirements, or a combination thereof) by no later than March 15 the Charter of the year following Compensation Committee, the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended actual amount to be exempt frompaid to the Executive as Incentive Compensation, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employersif any, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, determined in the sole discretion of the Boards CEO, the Board, and/or the Compensation Committee, applying corporate performance targets and other criteria substantially similar to the targets and other criteria applied when determining incentive compensation for the Company’s other executive officers, which criteria shall include, without limitation, corporate financial performance and individual performance measurements or evaluations. Except as may be provided by the Board or the Compensation Committee, or as may otherwise be set forth in cash any applicable Incentive Compensation plan or shares this Agreement, the Executive will not be deemed to have earned, and will not be paid, any Incentive Compensation in respect of Holding a bonus for a fiscal period unless the Executive is actively employed by the Company common stock (or a combination thereof) by no later than March 15 on the date on which the Company is paying its other senior executives under such bonus program. The parties agree that the Executive’s bonus in respect of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices Incentive Compensation for the payment of Longfiscal year ended December 31, 2023 shall be Sixty-Term Incentive Compensation Five Thousand and 00/100 Dollars (or otherwise in a manner intended $65,000.00), which bonus shall be paid to be exempt fromExecutive by March 1, or comply with2024, Code Section 409A). To be entitled subject to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer the Executive’s continued active employment with the Company on the last day date of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termspayment.

Incentive Compensation. Executive shall be eligible have the opportunity annually to participate earn incentive compensation in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established amounts determined by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee of the Board (respectivelythe "Committee") in accordance with the applicable plan(s) of the Company as in effect from time to time; provided, “Short-Term however, that Executive shall have the opportunity to earn annually, beginning in 2003, up to the "Annual Incentive Compensation” Amount" (as defined below) as incentive compensation pursuant to, and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of and conditions of, the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change Company's Management Incentive Compensation Plan as in effect from time to time. Entitlement to and payment of ; provided, however, that (i) if no Management Incentive Compensation Plan is subject in effect at any relevant time, or if such plan, as in effect at any relevant time, does not provide a reasonable opportunity for Executive to earn annually the discretion and approval Annual Incentive Amount as incentive compensation, then the Company shall provide such reasonable opportunity to Executive independently of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payablesuch plan, (ii) Executive may in the discretion of the Boards Committee or the Board receive additional incentive compensation; (iii) subject to clause (iv) below, Executive's annual opportunity for incentive compensation shall be based on achievement of pre-set performance goals, with the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 Committee to determine the nature of the performance goals, which may include quantitative and/or qualitative goals, and other award terms in its discretion; and (iv) Executive's annual opportunity for incentive compensation shall, for each year, be on terms and conditions at least as favorable to Executive as the most favorable terms and conditions for incentive compensation offered to any other employee of the Company for such year. The "Annual Incentive Amount" shall be $1 million in each of 2003, 2004 and 2005, and thereafter shall be equal to the Base Salary in effect in the such year following (after giving effect to the calendar increase in Base Salary for such year provided in which the STIP award is earned, Section 4(a)) Any incentive compensation payable to Executive shall be paid in accordance with Employers’ normal the Company's usual practices for the with respect to payment of Short-Term Incentive Compensation (or otherwise in a manner intended incentive compensation to be exempt fromits other senior executives, or except that the Company shall make available to comply with Code Section 409A). To be entitled Executive an opportunity to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day defer receipt of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or incentive compensation under a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsdeferred compensation plan.

Incentive Compensation. Executive (i) In addition to Employee’s Base Compensation, Employee shall be eligible to participate in any short-term incentive plan receive additional compensation (“STIPIncentive Compensation”) in the form of an annual cash bonus and a long-term incentive plan compensation payment of up to a total of 100% of Employee’s Base Compensation then in effect. The amount of the annual cash bonus will be based on a formula weighted approximately 20% Employee’s performance and 80% Employer’s company-wide performance. The amount of the long-term incentive payment will be based on a formula weighted among achievement of strategic objectives, absolute total shareholder return (“LTIPTSR”) (orand the Company’s supplemental performance measure, in each case, successor plans or arrangements) as approved by the Board of Directors for purposes of assessing management performance. These formulas may be established modified from time to time by Employers for senior executives Employer, following consultation with Employee. (ii) Incentive Compensation may, at levels comparable to those offered to other comparable senior executivesthe election of Employer, with award opportunities established for each applicable performance period by take the Boards form of cash or equity or equity-based awards in Municipal Mortgage & Equity, LLC, the Compensation Committee Employer’s parent company (respectively, the “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive CompensationCompany”). ThresholdTo the extent Employee’s Incentive Compensation consists of such equity awards, target, superior and maximum corporate performance levels such awards may be established by the Boards or the Compensation Committee for each performance period based on earnings growthgranted under Employer’s employee share incentive plans as in effect from time to time, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall may be subject to the terms approval of the specific plan Company’s Compensation Committee. Employee understands and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment agrees that the equity component of Incentive Compensation is subject to may be awarded on a deferred basis and may vest and be issued over time in multiple installments. Incentive Compensation for any given calendar year shall be determined no later than 60 days after the discretion last day of Employer’s calendar year and approval paid on March 5 of the Boards or following calendar year; in the Compensation Committeecase of awards with delayed vesting, each installment shall be paid within thirty days of the vesting date. Any Short-Term Incentive Compensation shall be payablepro-rated for any partial calendar years. Other than as specifically set forth herein, in the discretion if this Agreement is terminated for any reason during any fiscal year for which Employee is eligible for Incentive Compensation, no Incentive Compensation shall be payable to Employee for that calendar year. (iii) This Agreement shall not affect Employee’s eligibility for incentive compensation under that certain consulting agreement with Employee dated November 10, 2006, except that Employee shall be eligible only for 5/12ths of the Boards or amounts set forth therein representing the Compensation Committeeperiod from January 1, in cash or shares 2007, through the Effective Date of Holding Company common stock (or a combination thereof) by this Agreement. Employee’s consulting agreement shall terminate on the Effective Date of this Agreement; provided, however that such termination shall have no later than March 15 of the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled impact on Employee’s rights to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on compensation or benefits accruing during the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided such agreement was in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termseffect.

Incentive Compensation. During the Term, the Executive shall be eligible entitled to participate in any short-term all incentive plan compensation plans and programs of the Company that are generally available to its executive officers (“STIP”) and long-term incentive plan (“LTIP”) (or, as currently in each case, successor plans effect or arrangements) as may hereafter be established by Employers for senior executives at levels comparable to those offered to other comparable senior executivesestablished, with award opportunities established for each applicable performance period by the Boards amended or the Compensation Committee (respectivelyin effect), “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms and conditions of such plans and programs. The performance factors, measures, goals or targets, the specific plan award levels, the amounts and the other terms and conditions of any award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and payment of Incentive Compensation is subject to the discretion and approval of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, determined in the discretion of the Boards Board of Directors or a committee thereof; provided, however, that during the Compensation CommitteeTerm other than the initial stock-based award described in the next paragraph, the maximum award level of each cash incentive compensation award granted to the Executive shall be 100% of his Base Salary and the maximum award level of each stock-based incentive compensation award granted to the Executive also shall be 100% of his Base Salary. The Company shall grant a cash incentive compensation award opportunity of $100,000 to the Executive under the Company’s 2007 Executive Incentive Plan, as currently in cash effect or as may be hereafter amended (the “2007 Incentive Plan”), for the performance period ending on December 31, 2008. In addition, the Company shall grant to the Executive a stock-based incentive compensation award opportunity of 240,000 shares of Holding Company restricted common stock (of the Company under the 2007 Incentive Plan for the 2008-2010 performance period. The Executive’s ability to earn each of such awards shall be conditioned upon and subject to the Company satisfying the performance measures, goals or targets and other terms and conditions for the awards established by the Board of Directors or a combination thereof) committee thereof and the Executive being employed by no later than March 15 the Company at the end of each performance period and on the year following the calendar year in which the STIP award is earned, in accordance with Employers’ normal practices for the date of payment of Short-Term Incentive Compensation (or otherwise in each award. As a manner intended condition to be exempt fromthe issuance of such award of restricted common stock, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, the Executive must be employed by an Employer on execute a restricted stock award agreement relating to such shares. The performance factors, measures, goals or targets, the last day award levels, the amounts and the other terms and conditions of any award to the applicable Executive under the 2007 Incentive Plan for future performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned periods shall be payable, determined in the discretion of the Boards or the Compensation Committee, in cash or shares Board of Holding Company common stock (Directors or a combination committee thereof) by no later than March 15 , subject to a maximum award of 100% of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices Executive’s Base Salary for the payment of Longeach cash award and each stock-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsbased award.

Incentive Compensation. (i) The Company shall pay to Executive shall be eligible for each calendar year ending during the CEO Term and, if the CEO Term ends on December 16, 2009, for the 2009 calendar year, an incentive compensation award in an amount determined pursuant to participate in any short-term the terms and conditions of the Amended and Restated Countrywide Financial Corporation Annual Incentive Plan, or such other annual incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) as may be established designated by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, the “Short-Term Annual Incentive Compensation” Plan”) based on the Company’s Return on Equity and “Long-Term Net Income (as such terms are defined for purposes of the Company’s Annual Incentive Compensation” and together “Incentive Compensation”Plan). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee The incentive compensation award opportunity for each year described herein shall have a target value of $4,000,000 and a maximum value of $10,000,000. The specific Return on Equity and Net Income performance period based on earnings growth, profitability, asset quality and/or other performance metrics as targets for each calendar year during the CEO Term shall be determined by the Boards or the Compensation Committee and shall be subject to in accordance with the terms of the specific plan Annual Incentive Plan. For calendar year 2007, the Compensation Committee has established performance goals such that the annual incentive opportunity will be equal to the amount of the Net Income (“NI”) shown in the column of the table shown below with respect to the corresponding levels of the Company Return on Equity (“R▇▇”); provided, however that the maximum payout value of Executive’s annual incentive award for 2007 and for any other calendar year during the CEO Term shall not exceed $10,000,000. The Company’s total equity value for purposes of Executive’s 2007 incentive compensation award agreement (opportunity shall be determined as of December 31, 2006. In the event that an acquisition, reorganization, merger, consolidation, share repurchase or other similar documentation). Specific STIP transaction occurs during the CEO Term, or in the event of any other material non-recurring or unanticipated event during the CEO Term, the Committee shall adjust the Return on Equity and LTIP criteria may change from time Net Income targets in the table above to time. Entitlement to and payment preserve (but not increase) the potential value of Incentive Compensation is subject to Executive’s incentive compensation award, provided that such adjustment shall only be made if the discretion and approval Committee reasonably determines, after consultation with Executive, that the adjustment will not affect the deductibility of the Boards incentive compensation award under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). (ii) Any amount payable under this Section 4(b) that would exceed the applicable limit for performance-based compensation under the Annual Incentive Plan or that the Compensation Committee. Any Short-Term Incentive Compensation Company otherwise reasonably determines not to be deductible for federal income tax purposes under Section 162(m) of the Code shall be payabledeferred as set forth in Section 4(g) hereof. (iii) In the event that Executive’s employment hereunder shall terminate during the CEO Term, in the discretion of the Boards other than (a) pursuant to Section 6(d) (Cause) below or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereofb) by no later than March 15 reason of the year following Executive’s resignation without Good Reason, Executive or his estate shall be entitled to receive an incentive compensation payment for such portion of the calendar year in which the STIP award Employment Termination Date occurs on the same terms as set forth in the foregoing provisions of this Section 4(b) except that the amount payable hereunder shall be adjusted by multiplying it by a fraction, the numerator of which is earned, in accordance with Employers’ normal practices for the payment number of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, days during such year that Executive must be was employed by an Employer on the last day Company and the denominator of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsis 365.

Incentive Compensation. During the term of Executive’s employment under this Agreement, Executive shall will be eligible to participate in any short-term incentive plan the 2020 Omnibus Equity Compensation Plan (the “STIPPlan”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) receive awards thereunder as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards Board or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change “Committee” from time to time. Entitlement The Committee will review and determine equity grants to Executive under the Plan annually with the intent to grant awards after 2021 in line with the grants described in Sections 2.03 and payment of Incentive Compensation is subject 2.04 above, assuming the Company’s performance goals are achieved or exceeded (such annually determined grants are intended to the discretion and approval be a part of the Boards or Company’s long term incentive program approved by the Compensation Committee. Any Short-Term Incentive Compensation shall be payable, in the discretion Committee from time to time that is generally applicable to senior executives of the Boards or Company and are referred to herein as the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of “LTI Grants”). With respect to awards granted under the year Plan as LTI Grants to Executive following the calendar year Effective Date (including the Restricted Stock and PSUs), such LTI Grants shall have the same terms as are applicable generally in which the STIP award is earnedsuch long term incentive program, except that Executive’s LTI Grants shall also (a) vest automatically upon his death, and (b) continue to vest and be settled in accordance with Employersthe original vesting and settlement schedule and terms (including those terms requiring attainment of performance goals following the termination of Executive’s employment due to Executive’s “Retirement” (as defined below); provided that if Executive breaches his obligations under Section 5 of this Agreement, all such LTI Grants, to the extent unvested, shall be immediately terminated and forfeited. “Retirement” as used in this Section 2.05 means a resignation by Executive (other than for Good Reason) after his sixty-sixth birthday and that is effective after providing six months’ normal practices notice of such resignation to the Company; provided that the Company has not terminated Executive’s employment for Cause prior to the payment effective date of Short-Term Incentive Compensation (or otherwise such resignation. For the avoidance of doubt, in a manner intended to be exempt from, or to comply with Code Section 409A). To no event will Executive be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except treat a termination as otherwise provided in Agreements paragraph 6 both a Retirement resignation and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsGood Reason resignation under this Agreement.

Incentive Compensation. Executive shall You will be eligible entitled to participate an annual cash bonus in any short-term incentive plan (“STIP”) accordance with and long-term incentive plan (“LTIP”) (orsubject to your achievement of the Critical Success Factors, in each caseplus other objectives, successor plans or arrangements) as may to be established by Employers for senior executives at levels comparable to those offered to other comparable senior executivesdeveloped and mutually agreed upon, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan 2006 Profit Sharing and award agreement (or other similar documentation). Specific STIP Incentive Bonus Plan Term Sheet and LTIP criteria may change from time to time. Entitlement to and the Board of Directors authorizing the payment of Incentive Compensation is subject to such bonus for the discretion and approval given year. The amount of the Boards or the Compensation Committee. Any Short-Term Incentive Compensation your annual cash bonus shall be payablea percentage of your W-2 earnings less various deductions as outlined in the bonus plan term sheet. For fiscal year 2006, in the applicable percentage is currently 40%. The percentage may be changed at the discretion of the Boards or Corporation’s Board of Directors (the Compensation Committee, in cash or shares of Holding Company common stock (“Board”) or a combination thereof) by no later than March 15 of the year following the calendar year Committee thereof as determined from time-to-time in which the STIP award is earnedits sole discretion, subject to and in accordance with Employers’ normal practices the terms and provisions of such plan’s terms under which an annual bonus payment will be made. The bonus payment for fiscal year 2006 shall be prorated from the payment closing of Shortthe Transaction until December 31, 2006. You will also be eligible to participate in the Corporation’s Long-Term term Incentive Compensation Plan; which includes an equity award of performance share units and stock options as the Corporation’s Board of Directors (“Board”) or otherwise a Committee thereof shall determine from time-to-time in its sole discretion, subject to and in accordance with the terms and provisions of such plans. Annually, you may be granted non-qualified employee stock options (the “Options”) to purchase shares of the Corporation’s $0.01 par value per share Common Stock (the “Stock”) and awarded performance share units (the “Units”) representing the right to receive shares of the Stock. The Options and Units (i) shall be granted under the Serologicals Corporation 2005 Incentive Plan (the “Incentive Plan”); (ii) shall have a manner intended value, determined in accordance with the Corporation’s standard valuation methodology, equal to a percentage of your Base Salary; and (iii) shall be exempt fromissued pursuant to award agreements entered into by you and the Corporation, the provisions of which shall be determined in the sole discretion of the Board or to comply with Code Section 409A)a committee thereof. To be entitled to any payment The Options shall have a term of Short-Term Incentive Compensation from Employersseven years and, Executive must be so long as you are then employed by an Employer the Corporation, the right to exercise the Options shall vest and be fully exercisable at the rate of twenty-five percent (25%) per year commencing on the first anniversary of the award. The Units will vest on the last day of the applicable Corporation’s performance period as identified in award agreement subject to which your continued employment with the ShortCorporation on such date and the Corporation’s achievement of specified performance targets. You may be awarded additional annual equity-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in based incentives at the discretion of the Boards Board or a Committee thereof; provided, however, that you shall be awarded these equity-based incentives on the Compensation Committeesame basis as other subsidiary president-level employees. You shall also be eligible to participate in such other bonus and long-term incentive compensation plans of the Corporation, if any, in cash or shares which other subsidiary officer-level employees of Holding Company common stock (the Corporation are generally eligible to participate, as the Board or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year periodCommittee thereof shall determine from time-to-time in its sole discretion, subject to and in accordance with Employers’ normal practices for the payment terms and provisions of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termssuch plans.

Incentive Compensation. During the Term, the Executive shall be eligible to participate in any short-term receive cash incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) compensation as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period determined by the Boards Board or the Compensation Committee in its discretion. Commencing on the Employment Commencement Date (respectivelyand including the 2025 fiscal year), the Executive’s target annual incentive compensation shall be one hundred percent (100%) of the Executive’s Base Salary (the “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Target Incentive Compensation”), with the opportunity to earn up to one hundred and fifty percent (150%) of the Executive’s Base Salary. ThresholdThe actual amount of the Executive’s annual incentive compensation, targetif any, superior and maximum corporate performance levels may shall be established by determined in the Boards sole discretion of the Board or the Compensation Committee for each performance period based on earnings growthCommittee, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific any applicable incentive compensation plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria that may change be in effect from time to time. Entitlement ; provided, that the determination of the level of performance as to performance metrics that apply to each of the Executive and payment of Incentive Compensation is subject to the discretion and approval executive leadership team of the Boards Company shall be determined uniformly. Except as otherwise provided herein or in any applicable incentive compensation plan, to earn any incentive compensation in respect of a given calendar year, the Executive must be employed by the Company in good standing on the day such incentive compensation is paid; provided, however, that the requirement to be employed on the date of payment is waived if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) below or the Compensation CommitteeExecutive terminates the Executive’s employment for Good Reason as provided in Section 3(e) below. Any Short-Term Incentive Compensation Subject to the foregoing, annual incentive compensation in respect of a given calendar year shall be payable, in paid to the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by Executive no later than March 15 of the year following the calendar year to which such annual incentive compensation relates. Notwithstanding the foregoing, in the event of a Change in Control during the Term, the Company shall pay to the Executive, if then employed by the Company, a pro-rata portion of the greater of the Target Incentive Compensation or the actual amount of the Executive’s annual bonus based on actual performance determined under the terms of the Company’s annual incentive program as then in effect, in each case with such pro-rata portion calculated by multiplying such incentive for the year in which the STIP award Change in Control occurs by a number: (x) the numerator of which is earned, in accordance with Employers’ normal practices for the payment number of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, days worked by the Executive must be employed by an Employer on the last day between and including January 1 of the applicable performance period to fiscal year in which the Short-Term Incentive Compensation relates except as otherwise provided Change in Agreements paragraph 6 Control occurs and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer date on the last day of the applicable performance period to which the Long-Term Incentive Compensation relatesChange in Control occurs, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP terms(y) the denominator of which is three hundred sixty five (365).

Incentive Compensation. (a) (a) Subject to the following provisions of this Section 2.02, the Executive shall be eligible entitled to participate in any shortthe Company’s annual cash incentive compensation program known as the Management Incentive Compensation Plan (the “MICP”) and the annual cash incentive compensation which shall be payable to the Executive for the achievement by the Company of the targeted level of performance as established by the Compensation Committee under the MICP shall be equal to seventy five percent (75%) of the Base Salary of the Executive as in effect from time to time; provided that, with respect to the 2014 calendar year, the amount of the annual cash incentive compensation which the Executive shall be entitled to receive under the MICP shall be based on the pro-rata portion of the Executive’s Base Salary which is paid to the Executive in 2014. In connection with the Executive’s participation in the MICP, the Executive shall also be entitled to participate in and receive awards of restricted stock units under the management stock purchase plan (“MSPP”), a feature of the Gibraltar Industries, Inc. 2005 Equity Incentive Plan (the “Omnibus Plan”). (b) The Executive shall also be entitled to participate in and to receive awards under the Company’s equity based long term incentive plan (“STIP”) and long-term incentive plan (the “LTIP”), which, currently provides executives with annual awards of restricted stock units which have a time based vesting schedule and annual awards of performance stock units, which performance stock units are also subject to vesting requirements whose final value is determined by the degree to which pre-established performance goals have been met or exceeded. The aggregate value of the time based restricted stock units which shall be awarded to the Executive annually under the LTIP shall be equal to sixty percent (60%) (or, in each case, successor plans or arrangements) of the Executive’s then applicable Base Salary and the aggregate value of the performance stock units which shall be awarded to the Executive for the achievement by the Company of the targeted level of performance as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee under the LTIP shall be equal to one hundred ten percent (respectively110%) of the Executive’s then applicable Base Salary. Notwithstanding the foregoing and for the avoidance of doubt, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Thresholdwith respect to the 2014 calendar year, target, superior and maximum corporate performance levels may the aggregate value of the time based restricted stock units which shall be established by awarded to the Boards or the Compensation Committee for each performance period Executive shall be based on earnings growththe full amount of the Executive’s Base Salary (not a pro-rata portion thereof), profitability, asset quality and/or other which award of time based restricted stock units shall vest at an annual rate of twenty five percent (25%) beginning on the first anniversary of the grant date (which grant date will occur within thirty five (35) days following the date hereof) and continuing on each subsequent anniversary of the grant date; and the aggregate value of the performance metrics as determined by the Boards or the Compensation Committee and stock units which shall be subject awarded to the Executive shall be based on the pro-rata portion of the Executive’s Base Salary which is paid to the Executive in 2014 (not the full amount of such Base Salary). (c) Payment of the amount, if any, of any bonus the Executive may become entitled to receive pursuant to the terms of the specific plan MICP shall be made to the Executive in accordance with the terms of the MICP. The amount and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change from time to time. Entitlement to and timing of payment of Incentive Compensation is subject any cash compensation which the Executive may be entitled to receive as a result of his participation in the MSPP shall be determined pursuant to the discretion and approval terms of the Boards or MSPP. The issuance of shares of common stock of the Compensation Committee. Any Short-Term Incentive Compensation Company to which he may be entitled with respect to restricted stock units awarded to the Executive under the terms of the LTIP and the payment to the Executive of cash to which he may be entitled with respect performance stock units awarded to the Executive under the terms of the LTIP shall be payable, made to the Executive in accordance with the discretion terms of the Boards or applicable restricted stock unit awards and performance stock unit awards made to the Executive under the LTIP. The Executive shall also be entitled to additional bonuses which the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year following the calendar year in which the STIP award is earnedits sole discretion, in accordance with Employers’ normal practices for the payment of Short-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 may determine and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately following the end of the applicable performance year period, in accordance with Employers’ normal practices for the payment of Long-Term Incentive Compensation (or otherwise in a manner intended to be exempt from, or comply with, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on the last day of the applicable performance period to which the Long-Term Incentive Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsapprove.

Incentive Compensation. During the term of Executive’s employment under this Agreement, subject to any approval required by applicable laws and governing regulatory agencies or authorities, and in addition to Executive’s Base Salary, Executive shall be eligible to participate in any short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”) (or, in each case, successor plans or arrangements) receive such additional Incentive Compensation as may be established by Employers for senior executives at levels comparable to those offered to other comparable senior executives, with award opportunities established for each applicable performance period by the Boards or the Compensation Committee (respectively, “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” and together “Incentive Compensation”). Threshold, target, superior and maximum corporate performance levels may be established by the Boards or the Compensation Committee for each performance period based on earnings growth, profitability, asset quality and/or other performance metrics as determined by the Boards or the Compensation Committee and shall be subject to the terms of the specific plan and award agreement (or other similar documentation). Specific STIP and LTIP criteria may change awarded from time to time. Entitlement to and payment of Incentive Compensation is subject to , by the CEO in his discretion and with the approval of the Boards boards of directors of the Bank and the Bank Holding Company. It is understood that any such Incentive Compensation to be awarded to Executive shall be based on the Bank’s attainment of certain performance goals established by the CEO. During the first quarter of each fiscal year, the CEO or the Compensation Committee. Any Short-Term Bank’s Chief Credit Officer will establish target performance criteria to determine the amount of Executive’s Incentive Compensation shall be payable, for that fiscal year. Upon Executive’s achievement of any performance goals which the Bank’s board of directors may have established in the discretion of the Boards or consultation with the Compensation Committee, in cash Executive shall be eligible to receive annual Incentive Compensation, provided that the asset quality, management, liquidity or shares of Holding Company common stock (or a combination thereof) by no later than March 15 interest rate sensitivity of the year following the calendar year in which the STIP award is earnedBank shall not be “less than satisfactory.” The Bank’s board of directors will, in accordance with Employers’ normal practices for its sole discretion, determine whether the payment asset quality, management, liquidity or interest rate sensitivity of Short-Term the Bank is “less than satisfactory.” Any Incentive Compensation (earned by Executive shall be paid on or otherwise in a manner intended to be exempt from, or to comply with Code Section 409A). To be entitled to any payment of Short-Term Incentive Compensation from Employers, Executive must be employed by an Employer on before the last fifteenth day of the applicable performance period to which the Short-Term Incentive Compensation relates except as otherwise provided in Agreements paragraph 6 and 7 herein. Any Long-Term Incentive Compensation earned shall be payable, in the discretion of the Boards or the Compensation Committee, in cash or shares of Holding Company common stock (or a combination thereof) by no later than March 15 of the year immediately third calendar month following the end of the applicable performance fiscal year period, of the Bank in accordance with Employers’ normal practices for which the payment of Long-Term Incentive Compensation is earned. Notwithstanding anything contained in this Agreement to the contrary, any increase to Executive’s Base Salary and any Incentive Compensation paid to Executive shall be (or otherwise i) in a manner intended to be exempt fromcompliance with applicable regulations, pronouncements, directives, or comply withorders issued or promulgated by any governing regulatory agency or authority and with any agreements by and between the Bank and such regulatory agencies or authorities, Code Section 409A). To be entitled to any payment of Long-Term Incentive Compensation from Employers, Executive must be employed by an Employer on (ii) consistent with the last day safe and sound operation of the applicable performance period to which Bank, and (iii) closely monitored by the Long-Term Incentive CEO, the Bank’s board of directors and the Compensation relates, except as otherwise provided in Agreements paragraphs 6 and 7 herein and subject to LTIP termsCommittee.