Common use of Qualifying Termination Clause in Contracts

Qualifying Termination. Upon a Qualifying Termination, the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) nine (9) months of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The Severance will be paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and (ii) If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.

Qualifying Termination. Upon If, during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Executive will receive Company (the Accrued Payments and, provided “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Executive remains in Termination Date and Executive’s continued compliance with the terms provisions of this Agreement and has met the requirements of the Release ObligationSection 6 hereof, the Company shall pay or provide to Executive the following severance benefits (in addition to the “Severance Benefits”Accrued Obligations): (ai) The Company shall provide the Executive, as severance, the following benefits: (i) nine (9) months of the continue to pay to Executive amounts equal to Executive’s then-current Base Salary (disregarding any which, in the event of a resignation by Executive for Good Reason due to a material reduction that may have given rise in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to Good Reasonsuch reduction) (the “Cash Continued Salary Severance”). The Severance will be paid in equal bi-weekly installments as a continuation ) during the period commencing on the Employer’s regular payroll for a period Termination Date and ending on the last day of nine (9) months the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning no later than of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly-regularly scheduled Company payroll date following occurring in the sixtieth (60th) day latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Executive’s Separation from ServiceRelease becomes effective and irrevocable (in either case, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and“First Payroll Date”)). (ii) If The Company shall pay to Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums a lump sum payment (the “COBRA Lump Sum Severance”) for Executive and Executive’s eligible dependents directly equal to the insurer until the earliest of (A) two (2) times the end of the period immediately following Executive’s Qualifying Termination that is Average Compensation less (B) an amount equal to the Severance Period (Continued Salary Severance, payable in a single lump sum cash payment on the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentFirst Payroll Date. For purposes of this SectionAgreement, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under “Average Compensation” is the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 average of the Public Health Service Act), the Company will instead pay Executive on the last day sum of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings Executive’s actual (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause x) Base Salary (andwhich, in the case event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Special Severance Payment, Base Salary in effect immediately prior to such payment will be to Executivereduction) and (y) Annual Bonus, in a lump sumeach case, for the three (3) equal fiscal years ending immediately prior to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year fiscal year in which the Executive’s Qualifying Termination occurs. For the avoidance of doubt, in no event shall the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date sum of the Executive’s Qualifying Termination Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsAverage Compensation.

Qualifying Termination. Upon If the Executive's employment is terminated in a Qualifying TerminationTermination during the Protection Period, then the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, be entitled to the following benefits: (i) nine a pro rata portion (9based on the number of calendar days that have elapsed before the Executive's Date of Termination) months of the Executive’s then-current Base Salary (disregarding any reduction 's plan/target annual incentive award in effect for the fiscal year in which the Date of Termination occurs; provided that, if the Executive is entitled to receive a retention/stay bonus in connection with the Change in Control that may have given rise is payable with respect to Good Reason) (the “Cash Severance”). The Severance will be paid fiscal year in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after which the Executive’s Separation from Service's Qualifying Termination occurs, provided the Executive has fulfilled shall receive the Release Obligation. The Severance will greater of the applicable stay or retention bonus or the pro rata plan/target bonus provided herein, but the Executive shall not be subject entitled to all applicable withholding both the retention/stay bonus and deductions; andthe pro rata plan/target bonus provided herein; (ii) If in lieu of any further salary payments to the Executive is eligible for periods subsequent to the Date of Termination and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Terminationother severance benefits, the Company will shall pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until Executive a lump sum severance payment in an amount equal to two (2) times the earliest sum of (A) the end higher of (I) the period Executive's annual base salary in effect immediately following before the event or circumstance upon which the Notice of Termination is based or (II) the Executive’s Qualifying Termination that is equal to 's annual base salary in effect immediately before the Severance Period (the “COBRA Payment Period”), Change in Control and (B) the expiration higher of Executive’s eligibility for continuation coverage under COBRA, or (Cx) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment highest award paid or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth Company's annual incentive plan for each of the two measuring periods completed immediately before the event or circumstance upon which the Notice of Termination is based (determined without reference to any guaranteed annual bonus under any retention/stay bonus program of the Company but taking into account the amount of any such annual bonus that would have been paid to the Executive based on actual performance but for any such guarantee) or (y) the Executive's plan/target bonus opportunity for the fiscal year in which Executive's Qualifying Termination occurs, without giving effect to any reduction in the Executive's plan/target annual incentive bonus opportunity on or after a Change in Control; (iii) $10,000 for two years of tax and financial planning services; (iv) full and immediate vesting of all options, awards of restricted stock and any other equity or equity-based awards held by the Executive. All options held by the Executive will be exercisable for the applicable period specified in the relevant option agreement. To be eligible to receive benefits under this Section 4(d), the Executive shall be required to execute and deliver a valid, binding and irrevocable general release in substantially the form attached hereto as Exhibit A (which the Company shall deliver to the Executive promptly after the date of his Qualifying Termination). The payments provided for in this Section 4(d) shall be made not later than the date the release described above becomes binding and irrevocable under applicable law; provided, however, that, if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 2.21274(b)(2)(B) of the Internal Revenue Code of 1986, subject as amended (the "Code"), as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. If the estimated payments exceed the amount subsequently determined to all applicable deductions be due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). When payments are made under this Section, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and withholdingsthe basis for such calculations including, without limitation, any opinions or other advice the Company has received from outside counsel, auditors or consultants (and any such written opinions or advice shall be attached to the statement).

Qualifying Termination. Upon a Qualifying Termination, the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”Notwithstanding Section 5(a): (a) The Company shall provide the Executive, as severance, the following benefits: (i) nine (9) months With respect to the TRSUs, in the event of the ExecutiveParticipant’s then-current Base Salary Qualifying Termination prior to the vesting of all tranches of the TRSUs (disregarding any reduction that may have given rise i.e, prior to Good Reason) (January 1st of the third calendar year following the Effective Date), all unvested TRSUs shall automatically and immediately vest as of the Termination Date. In such case, such number of TRSUs shall be deemed vested in full and settled pursuant to Section 4(a), with the “Cash Severance”). The Severance will be paid in equal bi-weekly installments as a continuation on Vesting Date” meaning the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; andTermination Date. (ii) If Executive is eligible for and timely elects continued group health plan coverage With respect to the PRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the PRSUs which may be earned under the Consolidated Omnibus Budget Reconciliation Act Award will become earned, with the actual number of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) Earned PRSUs determined based on actual performance through the end of the period month immediately following Executive’s Qualifying preceding the Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with measured against the balance of the payments paid thereafter Performance Component based on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following actual performance through the end of the Bonus Year month immediately preceding the Termination Date. The number of Earned PRSUs calculated in accordance with this Section which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive become vested will receive a Bonus, as so determined by the Board and be pro-rated based on the date number of days in the Performance Period completed prior to the Termination Date, and such pro-rated number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Vesting Date” being the Termination Date. All other PRSUs and PRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the ExecutiveTermination Date. (iii) With respect to the PRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period, but prior to the last Vesting Date applicable to the Earned PRSUs under the Award (i.e., prior to January 1, 20[ ]), all unvested Earned PRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the PRSUs shall remain outstanding until the Determination Date, the number of Earned PRSUs, if any, shall be determined in accordance with Section 2(b), and all Earned PRSUs shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned PRSUs (and any associated PRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the “Bonus Severance”)Vesting Date” being the Termination Date or the Determination Date, as applicable. (iv) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination prior to the completion of the Performance Period, a portion of the OPRSUs which may be earned and granted under the Award will become earned and granted no later than immediately prior to the Participant’s Qualifying Termination, with the actual number of Earned OPRSUs determined based on actual performance through the end of the calendar quarter immediately preceding the Termination Date, measured against the Performance Component based on actual performance through the end of the calendar quarter immediately preceding the Termination Date. The Bonus Severance number of Earned OPRSUs calculated in accordance with this Section which become vested will be paid pro-rated based on the number of days in the Performance Period completed prior to the Executive Termination Date, and such pro-rated number of Earned OPRSUs (and any associated Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to Section 4(a), with the payment timing provisions set forth “Vesting Date” being the Termination Date. All other rights to earn and/or be granted OPRSUs or OPRSU Dividend Equivalent Amounts shall be forfeited automatically and without further action as of the Termination Date. (v) With respect to the OPRSUs, in the event of the Participant’s Qualifying Termination as of or after the completion of the Performance Period (but for purposes of this sentence, Qualifying Termination shall include Retirement), but prior to the last Vesting Date applicable to the Earned OPRSUs under the Award (i.e., January 1, 20[ ]), all unvested Earned OPRSUs shall automatically and immediately vest as of the Termination Date; provided, however, that if such Qualifying Termination occurs prior to the Determination Date, then the number of Earned OPRSUs, if any, shall be determined as of the Determination Date in accordance with Section 2.22(c), subject and all Earned OPRSUs, if any, shall be granted and shall automatically and immediately vest as of the Determination Date. In such case, such number of Earned OPRSUs (and any associated OPRSU Dividend Equivalent Amount) shall be deemed vested in full and settled pursuant to all applicable deductions and withholdingsSection 4(a), with the “Vesting Date” being the Termination Date or the Determination Date, as applicable.

Qualifying Termination. Upon If, during the Term, (i) Executive resigns for Good Reason or (ii) the Bank terminates Executive’s employment other than for Cause or Disability (each, a “Qualifying Termination”), then, subject to Section 6 hereof: (1) the Bank shall pay to Executive in a lump sum in cash within thirty (30) days after the date of termination, the Executive will receive exact payment date to be determined by the Accrued Payments andBank, provided Executive’s Base Salary through the Executive remains in compliance with date of termination to the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits extent not theretofore paid (the “Severance BenefitsAccrued Salary”):), (ii) any earned and unpaid Annual Bonus for any year prior to the year in which the date of termination occurs, and (iii) any unreimbursed business expenses incurred by Executive on or before the date of termination; (a2) The Company Executive shall provide be entitled to receive a pro rata portion of the ExecutiveAnnual Bonus for the year in which the date of termination occurs, as severance, the following benefits: equal to (i) nine the Annual Bonus, if any, that would have been earned by Executive for such year if he had remained employed on such payment date, based on actual performance under applicable financial metrics, multiplied by (9ii) months a fraction, the numerator of which is the number of days worked by Executive during such final year and the denominator of which is 365 (the “Final Year Pro Rata Bonus”), and such Final Year Pro Rata Bonus shall be paid a single lump sum cash payment at the time such bonus awards are normally paid for such plan year; (3) the Bank shall pay to Executive an amount equal to the sum of (x) Executive’s then-current Base Salary plus (disregarding any reduction that may have given rise to Good Reasony) the average of the Annual Bonuses earned by Executive for each of the three (3) calendar years immediately preceding the year in which the date of termination occurs (the “Cash SeveranceNon-CIC Severance Payment”); provided, however, that if such Qualifying Termination occurs during the period beginning three months prior to, and ending eighteen (18) months after the closing of, a Change in Control (as defined in Exhibit A attached hereto), then the Bank shall pay to Executive an amount equal to one and five-tenths (1.5) times the sum of (i) Executive’s then-current Base Salary plus (ii) the average of the Annual Bonuses earned by Executive for each of the three calendar years immediately preceding the year in which the date of termination occurs (the “CIC Severance Payment”). The Subject to Sections 6 and 11 hereof, the Non-CIC Severance will Payment or the CIC Severance Payment, as applicable, shall be paid in equal bia single lump sum in cash within sixty (60) days following the date of termination (except that the excess of the CIC Severance Payment over the non-weekly installments as a continuation CIC Severance Payment on the Employerdate of the Qualifying Termination shall be paid within sixty (60) days following the date of the closing of the relevant Change in Control if the termination of employment occurs during the period beginning three months prior to and ending on the date of the Change in Control), the exact payment date to be determined by the Bank. For the avoidance of doubt, Executive shall not be entitled to receive both the CIC Severance Payment and the Non-CIC Severance Payment; (4) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s regular payroll eligible dependents would be entitled under Section 4980B of the Code (COBRA), then for eighteen (18) months following the date of termination (the “COBRA Reimbursement Period”), the Bank shall pay to Executive monthly payments (the “COBRA Payments”) of an amount equal to the excess of (a) the COBRA cost of such coverage over (b) the amount that Executive would have had to pay for such coverage if he had remained employed during the COBRA Reimbursement Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items; provided, however, that (i) if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise, the Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; and (ii) the COBRA Reimbursement Period shall only run for the period during which Executive is eligible to elect health coverage under COBRA and timely elects such coverage; (5) the Bank shall continue to pay (no less frequently than monthly) Executive’s long-term disability premiums and life insurance premiums for Executive for a period of nine twelve (912) months (the “Severance PeriodOther Premium Payments”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and (ii6) If to the extent not theretofore paid or provided, the Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible for to receive under any plan, program, policy or practice or contract or agreement of the Bank and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect its affiliated companies (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (such other amounts and benefits shall be hereinafter referred to as the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment PeriodOther Benefits”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.

Qualifying Termination. Upon In the event an Eligible Executive’s employment with the Company and, as applicable, each of its Affiliates, ends due to a Qualifying Termination, the such Eligible Executive will shall be entitled to receive the Accrued Payments andAmounts, provided and so long as such Eligible Executive satisfies the Executive remains in compliance with Release Requirement and abides by the terms of this Agreement Sections 7, 8, 9, 10 and has met the requirements of the Release Obligation11 below, the following severance benefits (the “Severance Benefits”): (a) The Company such Eligible Executive shall provide the Executive, as severance, the following benefitsalso be entitled to receive: (i) nine A lump sum severance payment to such Eligible Executive in an amount equal to the Severance Amount, payable on or prior to the Company’s first regularly scheduled pay date that on or after the date that is 60 days after such Eligible Executive’s Date of Termination; (9ii) months The Prior Year Annual Bonus, if applicable, payable in a lump sum at the time annual bonuses for such prior fiscal year are paid to executives of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The Severance will be paid Company, but in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no event later than the first regularlyApplicable March 15; (iii) A Pro-scheduled payroll date following Rata Annual Bonus for the sixtieth (60th) day after fiscal year of the Executive’s Separation from ServiceCompany in which the Date of Termination occurs, provided payable in a lump sum at the Executive has fulfilled time annual bonuses for such fiscal year are paid to executives of the Release Obligation. The Severance will be subject to all applicable withholding and deductionsCompany, but in no event later than the Applicable March 15; and (iiiv) If such Eligible Executive is timely and properly elects to continue coverage for such Eligible Executive and such Eligible Executive’s spouse and eligible for and timely elects continued dependents, if any, under the Company’s group health plan plans pursuant to COBRA, similar in the amounts and types of coverage provided under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Company’s group health plans to such Eligible Executive prior to such Eligible Executive’s Qualifying Date of Termination, then during the COBRA Continuation Period (as defined below), the Company will shall provide a subsidy, which subsidy shall be paid directly to the applicable COBRA administrator, on a monthly basis for the difference between the amount such Eligible Executive pays to effect and continue such coverage and the employee contribution amount that active executive employees of the Company pay Executive’s COBRA for the same or similar coverage under such group health insurance premiums plans (the “COBRA SeveranceBenefit”). Notwithstanding anything in the preceding provisions of this Section 5(a)(iv) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of contrary, (A) the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage will remain such Eligible Executive’s sole responsibility, and the Company will assume no obligation for payment of any such premiums relating to such COBRA continuation coverage and (B) if the provision of the benefit described in this Section 5(a)(iv) cannot be provided in the manner described above without penalty, tax, or other adverse impact on the Company, then the Company and such Eligible Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide a substantially equivalent benefit to such Eligible Executive without such adverse impact on the Company. If such Eligible Executive has not become eligible to be covered under a group health plan sponsored by another employer by the earlier of end of the period immediately COBRA Continuation Period or December 1 of the calendar year following the calendar year in which such Eligible Executive’s Qualifying Date of Termination that is equal to the Severance Period occurs (such earlier date being the “COBRA Payment PeriodTrigger Date”), then, on the Company’s first regularly scheduled pay date following the COBRA Payment Trigger Date (but in no event later than December 31 of the calendar year following the calendar year in which the such Eligible Executive’s Date of Termination occurs), the Company shall pay to Executive a lump sum cash payment equal to (A) the difference between the amount such Eligible Executive paid to effect and continue coverage for such Eligible Executive and his or her spouse and eligible dependents and the employee contribution amount that active executive employees of the Company pay for the same or similar coverage under such group health plans, if any, under the Company’s group health plan for the complete calendar month next preceding the COBRA Payment Trigger Date, multiplied by (B) the expiration number of complete calendar months remaining in such Eligible Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Applicable Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.

Qualifying Termination. Upon The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to a Qualifying Termination, the Executive then you will be eligible to receive the Accrued Payments and, provided the Executive remains in items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the terms date of this Agreement a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and has met the requirements President between July 1 and September 15 of the Release Obligationa given fiscal year, the following severance benefits Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Severance BenefitsEarned Bonus”):); (aii) The Company shall provide pay you a pro rata portion of any bonus payable pursuant to Section 3(b) above in respect of the Executivefiscal year in which the Termination Date occurs, as severanceif any, pro-rated for the number of days in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following benefits: your Termination Date (ithe ​ ​ ​ “Severance Period”) nine (9) months of equal in the Executive’s then-aggregate to your then current annual Base Salary (disregarding prior to any reduction that may have given giving rise to Good Reason) (pro-rated for the “Cash Severance”)Severance Period. The Severance will cash payments provided by this subpart (iii) shall be paid to you in substantially equal bi-weekly installments as a continuation on payable under regular payroll practices over the EmployerSeverance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) The Company shall continue to pay the Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular payroll for a period practices) the same portion (if any) of nine the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (9and/or reimbursement payments) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductionsin this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (iiv) If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this SectionAgreement, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time you may resign your employment from the Company determines, in its sole discretion, as CEO and President for “Good Reason” within ninety (90) days after the date that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 any one of the Public Health Service Act), following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company will instead pay Executive on has not cured or remedied the last day Good Reason event within thirty (30) days after its receipt of each remaining month your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the COBRA Payment Period, initial existence of a fully taxable cash payment equal Good Reason event. Failure to timely provide such written notice to the COBRA premiums Company or failure to timely resign your employment for Good Reason means that monthyou will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to applicable tax withholdings (such amount, the terms of this Agreement. “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.Good Reason” means:

Qualifying Termination. Upon In the event of a Qualifying Termination, the Executive will receive the Accrued Payments and, provided the Executive remains in compliance then subject to you (i) continuing to comply with the terms of this your obligations under your Employee Confidential Information and Inventions Assignment Agreement and has met (ii) delivering to the requirements Company (and not revoking) an effective, general release of claims in a form and manner acceptable to the Release Obligation, the following severance benefits Company (the “Severance BenefitsRelease”) with such Release becoming effective (and non-revocable) no later than sixty (60) days following your termination of employment (collectively, the “CIIAA/Release Requirements”): (a1) The Company shall provide With respect to any Tranche for which the Executiveapplicable 60-Day Price Milestone has not been met prior to your Qualifying Termination or would otherwise be deemed met pursuant to Section 1(c)(i) above, as severancesuch Tranche will vest if such 60-Day Price Milestone is met during the 12-month period following your Qualifying Termination or, if earlier, by the last day of the Performance Period (such measurement period, the following benefits: (i) nine (9) months of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash SeveranceQualifying Termination Period”). The Severance effective date of any such vesting will be paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll later of the applicable Certification Date for a period such Tranche or the effective date of nine the Release (9) months (such effective date of vesting, the “Severance PeriodQualifying Termination Vesting Date”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject In order to all applicable withholding and deductions; and (ii) If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar give effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer intent of this Section 1(c)(iii)(1), if this Section 1(c)(iii)(1) is applicable, then such Tranche will remain outstanding and will not terminate until the earliest of following: (Ax) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”if such Tranche does not vest in accordance with this Section 1(c)(iii)(1), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Qualifying Termination Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings ; or (y) if such amountTranche does vest in accordance with this Section 1(c)(iii)(1), the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness term of the Separation AgreementOption (as determined in accordance with Section 3 below). (2) With respect to any Tranche for which the applicable 60-Day Price Milestone has been achieved prior to a Qualifying Termination or would otherwise be deemed met pursuant to Section 1(c)(i) above, but in either case, the Company applicable Earliest Vesting Date has not occurred, then (i) if you satisfy the CIIAA/Release Requirements, such Tranche (x) will make the first payment to the insurer under this clause (and, in the case vest as of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the effective date of the Executive’s Release and (y) will not terminate until the expiration of the term of the Option (as determined in accordance with Section 3 below); or (ii) if you do not satisfy the CIIAA/Release Requirements and your Continuous Service terminates upon such Qualifying Termination (the “Bonus Severance”)Termination, such portion will terminate automatically upon such Qualifying Termination. The Bonus Severance will be paid In order to give effect to the Executive pursuant to intent of this Section 1(c)(iii)(2), if this Section 1(c)(iii)(2) is applicable, then such portion will remain outstanding and will not terminate until the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingslatest potential effective date of the Release.

Qualifying Termination. Upon If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Executive will receive the Accrued Payments andCompany shall pay you (or cause to occur, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements as applicable) each of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefitsfollowing: (iA) nine cash severance installment payments in an aggregate amount equal to one hundred percent (9100%) months of the Executive’s then-current your annual Base Salary as in effect on your Termination Date (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”)) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date; (B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of Worldwide Cinema of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. The Severance will This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning to you no later than the first regularly-scheduled payroll date 15th day of the third month immediately following the sixtieth (60th) day after fiscal year in which the Executive’s Separation from Service, provided the Executive Qualifying Termination has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; andoccurred; (iiC) If Executive is eligible the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for and timely elects continued all group health plan employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executiveto the same extent provided by the Company’s Qualifying Terminationgroup plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, the Company will pay Executive’s whichever occurs first, provided that you timely elect COBRA group health insurance premiums coverage (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment PeriodBenefits”), . You agree (Bi) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time either before or during the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 period of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall ceasebe considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and (bD) If, following the end “Accrued Obligations” (defined below) as of the Bonus Year in which the Executive’s Qualifying Termination occursDate. For avoidance of doubt, the Board determines in good faith payments and benefits that the applicable Bonus objectives may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and milestones for that Bonus Year have been achievedif payments and benefits are provided under either one of these subsections, Executive then no payments or benefits will receive a Bonus, as so determined by the Board and pro-rated based on the date otherwise be provided again under either one of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsthese subsections.

Qualifying Termination. Upon If, during the Term, Executive’s employment is terminated as a result of a Qualifying Termination, the Executive will shall be entitled to receive the Accrued Payments Amounts (defined below) and, provided subject to Executive's timely execution and delivery (and non-revocation) of a general release and waiver of claims in substantially the Executive remains form set forth in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits Exhibit A (the “Severance BenefitsRelease”):) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution Period”), Executive shall be entitled to receive the following: (a) The Company a lump sum payment equal to two (2) times Executive's Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for the fiscal year in which the Qualifying Termination occurs, which shall provide be paid within sixty (60) days following such termination; provided that, if the ExecutiveRelease Execution Period begins in one taxable year and ends in another taxable year, as severance, payment shall not be made until the following benefits:first payroll period in January of the second taxable year; (ib) nine if Executive (9and his dependents) months of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The Severance will be paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and (ii) If Executive is eligible for and timely elects continued group to continue health plan care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination), the Company will pay Executive’s reimburse Executive (and his dependents) monthly for COBRA group health insurance healthcare continuation premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of earlier of: (Ai) the end eighteen (18) month anniversary of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period Termination; (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (Cii) the date when on which Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under the CodeMedicare. Notwithstanding the foregoing, if at Flagstar’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any time successor law (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the Parties agree to reform this Section 2.1(c) in a manner as is necessary to comply with the ACA; and (c) notwithstanding the terms of the Company determines, in its sole discretion, that it cannot pay 2016 Stock Award and Incentive Plan (the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act“2016 Plan”), the Company will instead pay Executive on the last day 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, then-outstanding unvested stock shall become fully vested and exercisable for the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date remainder of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingstheir full term.

Qualifying Termination. Upon If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Executive will receive the Accrued Payments andCompany shall pay you (or cause to occur, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements as applicable) each of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefitsfollowing: (iA) nine cash severance installment payments in an aggregate amount equal to one hundred percent (9100%) months of the Executive’s then-current your annual Base Salary as in effect on your Termination Date (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”)) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date; (B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of Consumer Electronics of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. The Severance will This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning to you no later than the first regularly-scheduled payroll date 15th day of the third month immediately following the sixtieth (60th) day after fiscal year in which the Executive’s Separation from Service, provided the Executive Qualifying Termination has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; andoccurred; (iiC) If Executive is eligible the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for and timely elects continued all group health plan employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executiveto the same extent provided by the Company’s Qualifying Terminationgroup plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, the Company will pay Executive’s whichever occurs first, provided that you timely elect COBRA group health insurance premiums coverage (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment PeriodBenefits”), . You agree (Bi) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time either before or during the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 period of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall ceasebe considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and (bD) If, following the end “Accrued Obligations” (defined below) as of the Bonus Year in which the Executive’s Qualifying Termination occursDate. For avoidance of doubt, the Board determines in good faith payments and benefits that the applicable Bonus objectives may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and milestones for that Bonus Year have been achievedif payments and benefits are provided under either one of these subsections, Executive then no payments or benefits will receive a Bonus, as so determined by the Board and pro-rated based on the date otherwise be provided again under either one of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsthese subsections.

Qualifying Termination. Upon If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Executive will receive the Accrued Payments andCompany shall pay you (or cause to occur, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements as applicable) each of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefitsfollowing: (iA) nine cash severance installment payments in an aggregate amount equal to one hundred percent (9100%) months of the Executive’s then-current your annual Base Salary as in effect on your Termination Date (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”)) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date; (B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as Chief Financial Officer and Chief Operating Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. The Severance will This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning to you no later than the first regularly-scheduled payroll date 15th day of the third month immediately following the sixtieth (60th) day after fiscal year in which the Executive’s Separation from Service, provided the Executive Qualifying Termination has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; andoccurred; (iiC) If Executive is eligible the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for and timely elects continued all group health plan employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executiveto the same extent provided by the Company’s Qualifying Terminationgroup plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, the Company will pay Executive’s whichever occurs first, provided that you timely elect COBRA group health insurance premiums coverage (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment PeriodBenefits”), . You agree (Bi) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time either before or during the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 period of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall cease, be considered part of your COBRA coverage entitlement period; and (bD) If, following the end “Accrued Obligations” (defined below) as of the Bonus Year in which the Executive’s Qualifying Termination occursDate. For avoidance of doubt, the Board determines in good faith payments and benefits that the applicable Bonus objectives may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and milestones for that Bonus Year have been achievedif payments and benefits are provided under either one of these subsections, Executive then no payments or benefits will receive a Bonus, as so determined by the Board and pro-rated based on the date otherwise be provided again under either one of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsthese subsections.

Qualifying Termination. Upon If, during the Term, you are no longer serving as the Chief Executive Officer of the Company because either (1) the Company has terminated your employment as Chief Executive Officer without “Cause” (defined below), or (2) you resign as Chief Executive Officer for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Executive will receive the Accrued Payments andCompany shall pay you (or cause to occur, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements as applicable) each of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefitsfollowing: (iA) nine cash severance installment payments in an aggregate amount equal to two hundred percent (9200%) months of the Executive’s then-current your annual Base Salary as in effect on your “Qualifying Termination Date” (disregarding any reduction that may have given rise to Good Reasonas defined below) (the “Cash Severance”). The ) with the first installment of Cash Severance will be (in an amount equal to three months of Base Salary) being paid on the 90th day after the Termination Date and with the remaining amount of Cash Severance being paid in equal bimonthly pro-weekly rata installments as a continuation commencing four months after the Termination Date such that the last installment is paid on the Employersecond anniversary of the Termination Date; (B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as Chief Executive Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s regular payroll fiscal year prior to the Qualifying Termination Date and the denominator of which is 365 days. You shall also be eligible for a period discretionary bonus (as determined by the Board or a compensation committee of nine the Board) for the portion of the year served through the Qualifying Termination Date. The pro-rated Performance Bonus and any such discretionary bonus described in this clause (9d)(i)(B) months (the collectively, a “Severance PeriodPro-Rated Bonus”), beginning ) shall be paid to you no later than the first regularly-scheduled payroll date 15th day of the third month immediately following the sixtieth (60th) day after fiscal year in which the Executive’s Separation from Service, provided the Executive Qualifying Termination has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; andoccurred; (iiC) If Executive is eligible the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) for and timely elects continued all group health plan employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executiveto the same extent provided by the Company’s group plans immediately before the Qualifying TerminationTermination Date for eighteen (18) months after the Qualifying Termination Date provided that you are not an employee of the Company after the Qualifying Termination Date, or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). In addition, to the extent that you are no longer an employee of the Company after the Qualifying Termination Date, the Company will continue to pay Executive’s COBRA group health insurance premiums the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) of all other benefits being provided to you immediately prior to the Qualifying Termination Date (the “COBRA SeveranceOther Benefits”), for eighteen (18) for Executive months after the Qualifying Termination Date. If you remain as an employee of the Company after a Qualifying Termination Date, the benefits provided by the Company to you under this Section 3(d)(i)(C) shall begin to be payable to you from the Termination Date (as determined with reference to your employment with the Company which continued after the Qualifying Termination) and Executive’s eligible dependents directly to the insurer shall be paid until the earliest earlier of (Ax) eighteen (18) months after such Termination Date; or (y) you become eligible to receive group health coverage from another employer. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; (D) the portion of the “Options” (defined below), including any additional stock options and other equity compensation incentives granted to you during the Term (collectively, the “Equity Incentives”), that would have vested (assuming that your employment had continued and where vesting is based solely on continued employment) through the twenty-four (24) month period following the Qualifying Termination Date, shall automatically vest and become exercisable on the Qualifying Termination Date. In addition, in the event that any portion of the Equity Incentives vest based on continued employment on an annual or “cliff” basis and the date of any such annual or cliff vesting is outside of the twenty-four (24) month forward vesting period mentioned in the preceding sentence (each, a “Cliff Vesting Award”), then the portion of the Cliff Vesting Award that, but for such Qualifying Termination, would have vested from the date of grant of the Cliff Vesting Award through the twenty-four (24) month period following such Qualifying Termination if the Cliff Vesting Award vested on a monthly basis over its vesting period rather than 100% at the end of the period immediately following Executive’s vesting period, shall automatically vest and become exercisable as of the Qualifying Termination that is equal Date. If and to the Severance Period extent any portion of the Equity Incentives are performance-based and/or are subject to any vesting conditions other than the passage of time (including without limitation the “COBRA Payment PeriodPerformance Options”, defined below) (collectively, the “Performance Awards”), then such Equity Incentives shall vest and become exercisable based on the terms set forth in the applicable Performance Award Agreement, it being understood that the Company shall structure the Performance Awards to include the concept of twenty-four (B24) month forward vesting with respect to time-based vesting requirements after the Qualifying Termination Date and a measurement of the performance standard as of the Qualifying Termination Date, on a pro-rated basis with reference to the Qualifying Termination Date or in any other manner determined by the Company. The vested Equity Incentives as of the Qualifying Termination Date (including any Options that were subject to accelerated vesting pursuant to this clause (D)) shall be exercisable by you until the earliest to occur of (x) twelve (12) months following the date on which the Equity Incentives vest pursuant to the terms of this clause (D); (y) the scheduled expiration date of Executive’s eligibility for continuation coverage under COBRA, the Options or other equity incentives; or (Cz) the date when Executive becomes eligible for substantially equivalent health insurance coverage on which the Options are canceled (and not substituted or assumed) pursuant to a Change in connection with new employment Control (defined below) or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under merger or acquisition or similar transaction involving the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, Company; and (bE) If, following the end “Accrued Obligations” (defined below) as of the Bonus Year in which the Executive’s Qualifying Termination occursDate. For avoidance of doubt, the Board determines in good faith payments and benefits that the applicable Bonus objectives may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and milestones for that Bonus Year have been achievedif payments and benefits are provided under either one of these subsections, Executive then no payments or benefits will receive a Bonus, as so determined by the Board and pro-rated based on the date otherwise be provided again under either one of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsthese subsections.

Qualifying Termination. Upon If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Executive will receive the Accrued Payments andCompany shall pay you (or cause to occur, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements as applicable) each of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefitsfollowing: (iA) nine cash severance installment payments in an aggregate amount equal to one hundred percent (9100%) months of the Executive’s then-current your annual Base Salary as in effect on your Termination Date (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”)) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date; (B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. The Severance will This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning to you no later than the first regularly-scheduled payroll date 15th day of the third month immediately following the sixtieth (60th) day after fiscal year in which the Executive’s Separation from Service, provided the Executive Qualifying Termination has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; andoccurred; (iiC) If Executive is eligible the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for and timely elects continued all group health plan employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executiveto the same extent provided by the Company’s Qualifying Terminationgroup plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, the Company will pay Executive’s whichever occurs first, provided that you timely elect COBRA group health insurance premiums coverage (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment PeriodBenefits”), . You agree (Bi) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time either before or during the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 period of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall ceasebe considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and (bD) If, following the end “Accrued Obligations” (defined below) as of the Bonus Year in which the Executive’s Qualifying Termination occursDate. For avoidance of doubt, the Board determines in good faith payments and benefits that the applicable Bonus objectives may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and milestones for that Bonus Year have been achievedif payments and benefits are provided under either one of these subsections, Executive then no payments or benefits will receive a Bonus, as so determined by the Board and pro-rated based on the date otherwise be provided again under either one of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsthese subsections.

Qualifying Termination. Upon If, during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Executive will receive Company (the Accrued Payments and, provided “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Executive remains in Termination Date and Executive’s continued compliance with the terms provisions of this Agreement and has met the requirements of the Release ObligationSection 6 hereof, the Company shall pay or provide to Executive the following severance benefits (in addition to the “Severance Benefits”Accrued Obligations): (ai) The Company shall provide the Executive, as severance, the following benefits: (i) nine (9) months of the continue to pay to Executive amounts equal to Executive’s then-current Base Salary (disregarding any which, in the event of a resignation by Executive for Good Reason due to a material reduction that may have given rise in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to Good Reasonsuch reduction) (the “Cash Continued Salary Severance”). The Severance will be paid in equal bi-weekly installments as a continuation ) during the period commencing on the Employer’s regular payroll for a period Termination Date and ending on the last day of nine (9) months the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning no later than of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly-regularly scheduled Company payroll date following occurring in the sixtieth (60th) day latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Executive’s Separation from ServiceRelease becomes effective and irrevocable (in either case, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and“First Payroll Date”)). (ii) If The Company shall pay to Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums a lump sum payment (the “COBRA Lump Sum Severance”) for Executive and Executive’s eligible dependents directly equal to the insurer until the earliest of (A) three (3) times the end of the period immediately following Executive’s Qualifying Termination that is Average Compensation less (B) an amount equal to the Severance Period (Continued Salary Severance, payable in a single lump sum cash payment on the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentFirst Payroll Date. For purposes of this SectionAgreement, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under “Average Compensation” is the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 average of the Public Health Service Act), the Company will instead pay Executive on the last day sum of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings Executive’s actual (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause x) Base Salary (andwhich, in the case event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Special Severance Payment, Base Salary in effect immediately prior to such payment will be to Executivereduction) and (y) Annual Bonus, in a lump sumeach case, for the three (3) equal fiscal years ending immediately prior to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year fiscal year in which the Executive’s Qualifying Termination occurs. For the avoidance of doubt, in no event shall the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date sum of the Executive’s Qualifying Termination Lump Sum Severance plus the Continued Salary Severance exceed three (3) times the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsAverage Compensation.

Qualifying Termination. Upon If Executive’s Termination Date occurs prior to December 31, 2015 by reason of a Qualifying TerminationTermination and if the Release Requirements (as defined Paragraph 4(d)) are satisfied as of the sixtieth (60th) day following the Termination Date (which sixtieth (60th) day shall be referred to as the “Payment Date”), then, in addition to the payments and benefits to which Executive is entitled under Paragraph 4(a), Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, be entitled to the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following payments and benefits: (i) nine Company shall pay Executive a cash severance payment in a gross amount equal to six (96) months of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reasondetermined as of the Termination Date) (the “Cash SeveranceSeverance Payment”). The Any Severance Payment to which Executive is entitled under this Paragraph 4(b)(i) will commence on the first regular payroll date after the Payment Date and shall continue to be paid in substantially equal bi-weekly payroll by payroll period installments as a continuation on the Employer’s regular payroll for a period of nine six (96) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; andthereafter. (ii) If Executive is eligible for entitled to and timely elects continued continuation coverage under Company’s group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect plans pursuant to “COBRA” (“COBRACOBRA Coverage”), Company shall continue to pay on behalf of Executive and his eligible dependents the same level of employer contribution that is provided by Company for corresponding coverage for similarly-situated active employees for the lesser of (1) six (6) months following Executive’s Qualifying Termination, Termination Date or (2) the Company will pay Executive’s date on which COBRA group health insurance premiums Coverage terminates by its terms (the “COBRA SeverancePost-Termination Coverage Benefit”). Company shall have no obligations under this Paragraph 4(b)(ii) for Executive if the Post-Termination Coverage Benefit would subject Company or any of its affiliates to tax penalties or materially increase the cost to Company and its affiliates of providing group EXECUTIVE EMPLOYMENT AGREEMENT medical coverage to employees generally. For the period commencing on Executive’s eligible dependents directly to Termination Date and ending on the insurer until Payment Date, the earliest of (A) the end of the period immediately following COBRA Coverage shall be provided at Executive’s Qualifying Termination that is expense and, if the Release Requirements are satisfied on the Payment Date, Executive shall be entitled to a lump sum payment in an amount equal to the Severance Period Post-Termination Coverage Benefit that would have been provided to Executive for the period beginning on the Termination Date and ending on the Payment Date, which lump sum payment shall be made on the Payment Date or the next scheduled payroll date. (the “COBRA Payment Period”), (Biii) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums Company shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration 5/12 of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness amount of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments Annual Bonus that the Company Executive would have paid through such date had such payments instead commenced on received for the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year bonus year in which the Executive’s Qualifying Termination occursDate occurs had his Termination Date not occurred, based on actual Company performance, payable at the Board determines same time as the annual bonus is paid to similarly-situated active named executive officer employees in good faith that accordance with the terms of the applicable Bonus objectives and milestones for that Bonus Year have been achievedbonus plan of Company. If the Release Requirements are not satisfied on the Payment Date, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”shall not be entitled to any payments or benefits under this Paragraph 4(b). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.

Qualifying Termination. Upon If the Executive's employment is terminated in a Qualifying TerminationTermination during the Protection Period, then the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, be entitled to the following benefits: (i) nine a pro rata portion (9based on the number of calendar days that have elapsed before the Executive's Date of Termination) months of the Executive’s then-current Base Salary (disregarding any reduction 's plan/target annual incentive award in effect for the fiscal year in which the Date of Termination occurs; provided that, if the Executive is entitled to receive a retention/stay bonus in connection with the Change in Control that may have given rise is payable with respect to Good Reason) (the “Cash Severance”). The Severance will be paid fiscal year in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after which the Executive’s Separation from Service's Qualifying Termination occurs, provided the Executive has fulfilled shall receive the Release Obligation. The Severance will greater of the applicable stay or retention bonus or the pro rata plan/target bonus provided herein, but the Executive shall not be subject entitled to all applicable withholding both the retention/stay bonus and deductions; andthe pro rata plan/target bonus provided herein; (ii) If in lieu of any further salary payments to the Executive is eligible for periods subsequent to the Date of Termination and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Terminationother severance benefits, the Company will shall pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until Executive a lump sum severance payment in an amount equal to two (2) times the earliest sum of (A) the end higher of (I) the period Executive's annual base salary in effect immediately following before the event or circumstance upon which the Notice of Termination is based or (II) the Executive’s Qualifying Termination that is equal to 's annual base salary in effect immediately before the Severance Period (the “COBRA Payment Period”), Change in Control and (B) the expiration higher of Executive’s eligibility for continuation coverage under COBRA, or (Cx) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment highest award paid or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth Company's annual incentive plan for each of the two measuring periods completed immediately before the event or circumstance upon which the Notice of Termination is based (determined without reference to any guaranteed annual bonus under any retention/stay bonus program of the Company but taking into account the amount of any such annual bonus that would have been paid to the Executive based on actual performance but for any such guarantee) or (y) the Executive's threshold bonus opportunity for the fiscal year in which Executive's Qualifying Termination occurs, without giving effect to any reduction in the Executive's threshold annual incentive bonus opportunity on or after a Change in Control; (iii) $10,000 for two years of tax and financial planning services; (iv) full and immediate vesting of all options, awards of restricted stock and any other equity or equity-based awards held by the Executive. All options held by the Executive will be exercisable for the applicable period specified in the relevant option agreement. To be eligible to receive benefits under this Section 4(d), the Executive shall be required to execute and deliver a valid, binding and irrevocable general release in substantially the form attached hereto as Exhibit A (which the Company shall deliver to the Executive promptly after the date of his Qualifying Termination). The payments provided for in this Section 4(d) shall be made not later than the date the release described above becomes binding and irrevocable under applicable law; provided, however, that, if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 2.21274(b)(2)(B) of the Internal Revenue Code of 1986, subject as amended (the "Code"), as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. If the estimated payments exceed the amount subsequently determined to all applicable deductions be due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). When payments are made under this Section, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and withholdingsthe basis for such calculations including, without limitation, any opinions or other advice the Company has received from outside counsel, auditors or consultants (and any such written opinions or advice shall be attached to the statement).

Qualifying Termination. Upon a Qualifying Termination, the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) nine twelve (912) months of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The Severance will be paid in equal bia single lump-weekly installments as a continuation sum cash payment on the Employer’s or Employer’s successor’s first regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled date on which the Release ObligationObligation has been fulfilled. The Severance will be subject to all applicable withholding and deductions; and (ii) If Executive is eligible for and timely elects continued group health plan coverage under a lump-sum cash amount, on Employer’s or Employer’s successor’s first regular payroll date following the date on which the Release Obligation has been fulfilled, equal to the product of twelve (12) months, multiplied by the grossed-up monthly premium pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect 1985, as amended (“COBRA”) following ), that Executive would be required to pay to continue the group health coverage in effect on the Separation Date for Executive and any of Executive’s Qualifying Termination, eligible dependents (which amount will be based on the Company will pay Executive’s premium for the first month of COBRA group health insurance premiums coverage) (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, ; and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.”

Qualifying Termination. Upon Should you incur a Qualifying Termination (as defined below) you will be eligible for the following payments and benefits, provided that you remain in compliance with your obligations under the terms of this agreement, including, but not limited to the provisions regarding non-competition, non-solicitation, and non-disparagement, and the Release (as defined below). Should you fail to comply with your obligations under this Agreement or the Release, the Company may, in addition to any other available remedies, cease making any payment or benefit provided for herein. SEPARATION PAYMENT: A separation payment, before applicable deductions, equal to one (1) times the sum of your base salary as in effect as of your termination of employment, plus in the event of a Qualifying Termination under subparagraphs (3) or (4) as set forth in the definition below of Qualifying Termination, an amount equal to the average annual cash bonuses received by you during the three year period ending prior to the year in which the Change in Control occurs (the "Separation Payment"). If you have executed and returned the Release described below within thirty days after the date of your Qualifying Termination, the Executive will receive Separation Payment shall be paid as follows: 50% of the Accrued Payments andSeparation Payment shall be paid to you within ten business days of your execution of the Release, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) nine (9) months of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise remaining 50% to Good Reason) (the “Cash Severance”). The Severance will be paid in equal bi-weekly installments as a continuation installments, without interest, commencing on the Employer’s regular Company's second regularly scheduled payroll for a period following your execution of nine (9) months the Release and ending with the Company's regularly scheduled payroll one year later (the “Severance "Separation Pay Period”"), beginning no provided that if the ten business day period would end in a later calendar year than the first regularly-scheduled payroll date following of the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and (ii) If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, no part of the Separation Payment shall be paid until the first business day of the subsequent calendar year. In the event of a change in payroll practice during the Separation Pay Period, the Company will pay Executive’s COBRA group health insurance premiums (may adjust the “COBRA Severance”) for Executive and Executive’s eligible dependents directly amounts of such installments as necessary to ensure that the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that total amount paid is equal to the Severance Period (the “COBRA Payment Period”)Separation Payment, (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Codeas defined above. Notwithstanding the foregoing, if at any time in the Company determinesevent of a Qualifying Termination within one year following a Change in Control, the Separation Payment shall be paid in its sole discretion, that it cannot pay a single lump sum within ten (10) business days following the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 effective date of the Public Health Service Act)Qualifying Termination, again provided that if the Company will instead pay Executive on the last ten business day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, period would end in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on later calendar year than the date of the Executive’s Qualifying Termination (Termination, no part of the “Bonus Severance”). The Bonus Severance will Separation Payment shall be paid to during the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsearlier calendar year.

Qualifying Termination. Upon a Qualifying TerminationNotwithstanding Section 7(a) above, if the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms termination of this Agreement and has met the requirements of the Release ObligationEmployee’s employment hereunder constitutes a Qualifying Termination (as defined below), the following severance benefits (the “Severance Benefits”): (athen, in addition to Employee’s Accrued Obligations and subject to Section 7(c) The Company shall provide the Executive, as severance, the following benefitsbelow: (i) nine the Company shall be obligated to pay to Employee a severance payment (9the “Severance Payment”) months equal to the sum of the Executive(A) one (1) year of Employee’s then-current Base Salary (disregarding any reduction that may have given rise at the rate in effect on the Termination Date) plus (B) one (1) times the amount of the Annual Bonus paid to Good Reason) Employee in the prior fiscal year (collectively, the “Cash SeveranceSeverance Payment”). The Severance will Payment shall be paid to Employee in equal bi-weekly installments as a continuation lump sum on the Employer’s next regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll Company pay date following the sixtieth (60th) 60th day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductionsTermination Date; and (ii) If Executive is eligible for and if Employee timely elects continued to continue and maintain group health plan coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect 1985, as amended (“COBRA”) following Executive’s Qualifying Termination), the Company will pay Executive’s reimburse Employee for a portion of the healthcare continuation payments under COBRA group health insurance premiums (actually paid by Employee for the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to coverage period ending on the insurer until the earliest earlier of (A) the end one (1) year anniversary of the period immediately following Executive’s Qualifying Termination that is Date, and (B) the date Employee becomes eligible to obtain healthcare coverage from a new employer (“COBRA Assistance Period”), which portion will be equal to (x) the Severance amount of the monthly health care premium payment under COBRA actually paid by Employee for COBRA coverage during the COBRA Assistance Period, less (y) the amount Employee would have been required to contribute toward health insurance coverage during the COBRA Assistance Period if Employee had remained an active employee of the Company (the “COBRA Payment PeriodAssistance”). Employee agrees to immediately inform the Company if he becomes eligible to obtain alternate healthcare coverage from a new employer prior to the one (1) year anniversary of the Termination Date. Employee also agrees to remit to the Company, on a monthly basis and within thirty (B30) the expiration days of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible of payment by Employee, paid invoices for substantially equivalent health insurance each such monthly COBRA premium for which Employee seeks reimbursement pursuant to this Section 7(b)(ii) and such reimbursement (to the extent required pursuant to this Section 7(b)(ii)) shall be made to Employee within thirty (30) days following the Company’s receipt of each such invoice. Employee understands that if he wishes to continue to obtain COBRA coverage in connection with new employment or self-employment. For purposes after the one (1) year anniversary of this Sectionthe Termination Date, references to Employee will not receive reimbursement form the Company for any portion of the cost of such additional COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Codecoverage. Notwithstanding anything set forth herein to the foregoingcontrary, if at any time and to the extent that the Company determines, in its sole discretion, that it canmay not pay the provide such COBRA premiums Assistance without potentially incurring financial costs tax penalties or penalties under applicable law (including, without limitation, Section 2716 violating any requirement of the Public Health Service Act)law, the Company will instead pay Executive on shall use its commercially reasonable best efforts to provide to Employee substantially similar assistance in an alternative manner provided that the last day cost of each remaining month of doing so does not exceed the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments cost that the Company would have paid through such date incurred had such payments instead commenced on the Separation Date, with COBRA Assistance been provided in the balance of the payments paid thereafter on the schedule manner described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occursAs used herein, the Board determines in good faith that following terms shall have the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions respective meaning set forth in Section 2.2, subject to all applicable deductions and withholdings.below:

Qualifying Termination. Upon a Qualifying Termination, the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) nine twelve (912) months of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The Severance will be paid in equal bia single lump-weekly installments as a continuation sum cash payment on Employer’s or the Employer’s successor’s first regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled date on which the Release ObligationObligation has been fulfilled. The Severance will be subject to all applicable withholding and deductions; and (ii) If Executive is eligible for and timely elects continued group health plan coverage under a lump-sum cash amount, on Employer’s first regular payroll date following the date on which the Release Obligation has been fulfilled, equal to the product of twelve (12) months, multiplied by the grossed-up monthly premium pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect 1985, as amended (“COBRA”) following ), that Executive would be required to pay to continue the group health coverage in effect on the Separation Date for Executive and any of Executive’s Qualifying Termination, eligible dependents (which amount will be based on the Company will pay Executive’s premium for the first month of COBRA group health insurance premiums coverage) (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, ; and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.”

Qualifying Termination. Upon If an Eligible Executive’s employment with the Company and, as applicable, each of its Affiliates, ends due to a Qualifying Termination, the then such Eligible Executive will shall be entitled to receive the Accrued Payments andAmounts, provided and so long as such Eligible Executive satisfies the Executive remains in compliance with Release Requirement, abides by the terms of this Agreement Section 7 below and has met continues to abide by the requirements terms of all other written agreements between such Eligible Executive and any member of the Release ObligationCompany Group, including the following severance benefits (restrictive covenants set forth in the “Severance Benefits”): (a) The award agreements entered into between the Company shall provide and such Eligible Executive pursuant to the Executive2017 Incentive Plan and the 2020 Incentive Plan, as severanceapplicable, the following benefitssuch Eligible Executive shall also be entitled to receive: (i) nine (9) months of A cash payment equal to the ExecutiveSeverance Amount payable in a lump-sum on or prior to the Company’s then-current Base Salary (disregarding any reduction first regularly scheduled pay date that may have given rise to Good Reason) (occurs on or after the “Cash Severance”). The Severance will be paid 14th day following the Release Consideration Period, but in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no event later than the first regularly-scheduled payroll date 75 days following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; andDate of Termination; (ii) If the Prior Year Annual Bonus has not yet been paid to the Eligible Executive, the Prior Year Annual Bonus, payable in a lump sum at the time annual bonuses for such prior fiscal year of are paid to executives of the Company, but in no event later than the Applicable March 15; and (iii) If such Eligible Executive is timely and properly elects to continue coverage for such Eligible Executive and such Eligible Executive’s spouse and eligible for and timely elects continued dependents, if any, under the Company’s group health plan plans pursuant to COBRA, then the Company shall promptly reimburse the Eligible Executive for the amount by which the premiums paid to effectuate such coverage during the COBRA Continuation Period exceeds the amount of the employee contribution that active executive employees of the Company pay for the same or similar coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA such group health insurance premiums plans during the same period, less applicable taxes and withholdings (the “COBRA SeveranceBenefit”) for Executive and Executive’s eligible dependents directly ). Each payment of the COBRA Benefit shall be paid to the insurer until Eligible Executive on the earliest Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which the Eligible Executive submits to the Company documentation of the applicable premium payment having been paid by the Eligible Executive, which documentation shall be submitted by the Eligible Executive to the Company within 30 days following the date on which the applicable premium payment is paid. Notwithstanding anything in the preceding provisions of this Section 5(a)(iii) to the contrary, (A) the end election of COBRA continuation coverage and the period immediately following payment of any premiums due with respect to such COBRA continuation coverage will remain such Eligible Executive’s Qualifying Termination that is equal sole responsibility, and the Company will assume no obligation for payment of any such premiums relating to the Severance Period (the “such COBRA Payment Period”), continuation coverage and (B) if the expiration provision of Executive’s eligibility for continuation coverage under COBRAthe benefit described in this Section 5(a)(iii) cannot be provided in the manner described above without penalty, tax, or (C) other adverse impact on the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this SectionCompany, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time then the Company determines, and such Eligible Executive shall negotiate in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal good faith to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year determine an alternative manner in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Company may provide a substantially equivalent benefit to such Eligible Executive will receive a Bonus, as so determined by the Board and pro-rated based without such adverse impact on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsCompany.

Qualifying Termination. Upon If, during the Term, (i) Executive resigns for Good Reason or (ii) the Bank terminates Executive’s employment other than for Cause or Disability (each, a “Qualifying Termination”), then, subject to Section 6 hereof: (1) the Bank shall pay to Executive in a lump sum in cash within thirty (30) days after the date of termination, the Executive will receive exact payment date to be determined by the Accrued Payments andBank, provided Executive’s Base Salary through the Executive remains in compliance with date of termination to the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits extent not theretofore paid (the “Severance BenefitsAccrued Salary”):), (ii) any earned and unpaid Annual Bonus for any year prior to the year in which the date of termination occurs, and (iii) any unreimbursed business expenses incurred by Executive on or before the date of termination; (a2) The Company Executive shall provide be entitled to receive a pro rata portion of the ExecutiveAnnual Bonus for the year in which the date of termination occurs, as severance, the following benefits: equal to (i) nine the Annual Bonus, if any, that would have been earned by Executive for such year if he had remained employed on such payment date, based on actual performance under applicable financial metrics, multiplied by (9ii) months a fraction, the numerator of which is the number of days worked by Executive during such final year and the denominator of which is 365 (the “Final Year Pro Rata Bonus”), and such Final Year Pro Rata Bonus shall be paid a single lump sum cash payment at the time such bonus awards are normally paid for such plan year; (3) the Bank shall pay to Executive an amount equal to the sum of (x) Executive’s then-current Base Salary plus (disregarding any reduction that may have given rise to Good Reasony) the average of the Annual Bonuses earned by Executive for each of the three (3) calendar years immediately preceding the year in which the date of termination occurs (the “Cash SeveranceNon-CIC Severance Payment”); provided, however, that if such Qualifying Termination occurs during the period beginning three months prior to, and ending eighteen (18) months after the closing of, a Change in Control (as defined in Exhibit A attached hereto), then the Bank shall pay to Executive an amount equal to two (2) times the sum of (i) Executive’s then-current Base Salary plus (ii) the average of the Annual Bonuses earned by Executive for each of the three calendar years immediately preceding the year in which the date of termination occurs (the “CIC Severance Payment”). The Subject to Sections 6 and 11 hereof, the Non-CIC Severance will Payment or the CIC Severance Payment, as applicable, shall be paid in equal bia single lump sum in cash within sixty (60) days following the date of termination (except that the excess of the CIC Severance Payment over the non-weekly installments as a continuation CIC Severance Payment on the Employerdate of the Qualifying Termination shall be paid within sixty (60) days following the date of the closing of the relevant Change in Control if the termination of employment occurs during the period beginning three months prior to and ending on the date of the Change in Control), the exact payment date to be determined by the Bank. For the avoidance of doubt, Executive shall not be entitled to receive both the CIC Severance Payment and the Non-CIC Severance Payment; (4) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s regular payroll eligible dependents would be entitled under Section 4980B of the Code (COBRA), then for twenty-four (24)months following the date of termination (the “COBRA Reimbursement Period”), the Bank shall pay to Executive monthly payments (the “COBRA Payments”) of an amount equal to the excess of (a) the COBRA cost of such coverage over (b) the amount that Executive would have had to pay for such coverage if he had remained employed during the COBRA Reimbursement Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items; provided, however, that (i) if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise, the Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; and (ii) the COBRA Reimbursement Period shall only run for the period during which Executive is eligible to elect health coverage under COBRA and timely elects such coverage; (5) the Bank shall continue to pay (no less frequently than monthly) Executive’s long-term disability premiums and life insurance premiums for Executive for a period of nine twelve (912) months (the “Severance PeriodOther Premium Payments”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and (ii6) If to the extent not theretofore paid or provided, the Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible for to receive under any plan, program, policy or practice or contract or agreement of the Bank and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect its affiliated companies (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (such other amounts and benefits shall be hereinafter referred to as the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment PeriodOther Benefits”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.

Qualifying Termination. Upon If (1) the Company terminates the Executive’s employment for any reason other than for Cause, Disability or death or (2) the Executive terminates employment for Good Reason (each, a “Qualifying Termination”), in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the 2018 Equity Incentive Plan of Columbia Banking System, Inc. and including, for the avoidance of doubt, the Executive will receive Merger): (i) the Accrued Payments and, provided Company shall pay to the Executive remains in compliance a lump sum in cash within 30 days after the Date of Termination the aggregate of (1) the Executive’s accrued Annual Base Salary and any accrued vacation pay through the Date of Termination, (2) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the terms applicable Company policy, and (3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of this Agreement and Termination occurs if such bonus has met the requirements been determined but not paid as of the Release ObligationDate of Termination (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); (ii) subject to Section 4(e), the following Company shall pay to the Executive a cash severance benefits benefit in an amount equal to two times the Executive’s Annual Base Salary (the “Severance Benefits”): (a) ). The Company shall provide pay the Executive, as severanceSeverance Benefits in substantially equal installments in accordance with the Company’s normal payroll policies over the two-year period following the Date of Termination; provided that the first payment shall be made on the 60th day following the Date of Termination and shall include all installments otherwise payable within such 60-day period; (iii) subject to Section 4(e), the Company shall pay to the Executive in a lump sum in cash a pro rata portion of any Annual Bonus earned for the year in which the Date of Termination occurs (with proration determined based on the number of months in the fiscal year in which the Executive is employed with the Company). The Company shall pay the prorated Annual Bonus at the same time as the Company pays annual bonuses to active employees (and no later than March 15 of the year following benefits:the fiscal year to which the Annual Bonus relates); (iiv) nine subject to Section 4(e), a pro rata portion of any long-term incentive awards granted to the Executive shall vest as follows: (91) a pro rata portion of any long-term incentive award that is not subject to performance-based vesting conditions shall vest as of the Date of Termination (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company) and (2) a pro rata portion of any long-term incentive award that is subject to performance-based vesting conditions shall vest as of the regularly scheduled vesting date based on actual performance (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company), and, in each case, any payment or delivery shall be made in respect of such awards within 60 days following vesting subject to compliance with Section 409A of the Code. For illustrative purposes only, if the Executive holds 96 restricted shares that are scheduled to vest over a four-year period (the “Illustrative Vesting Period”) and that are not subject to performance vesting, and the Executive’s then-current Base Salary employment terminates 15.5 months after the beginning of the Illustrative Vesting Period, then 16/48 of the restricted shares (disregarding any reduction that may have given rise to Good Reason32 restricted shares) (the “Cash Severance”). The Severance will be paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after vest upon the Executive’s Separation from Servicetermination (regardless of the vesting schedule set forth in the award and without duplication of any previous vesting) subject to Section 4(e) and the remaining 64 restricted shares will be forfeited; (v) subject to Section 4(e), for the 24-month period immediately following the Date of Termination, the Company shall continue the health and welfare benefits provided to the Executive has fulfilled and his dependents at the Release Obligation. The Severance will be subject levels provided to all active employees; provided that, if the Company determines that such continuation is not feasible without the payment of taxes or penalties or is not permissible under applicable withholding law, the Company and deductionsthe Executive shall cooperate in good faith to modify this section in such a manner that does not materially increase the cost to the Company (collectively, the “Welfare Benefits”); and (iivi) If to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible for and timely elects continued group health plan coverage to receive under the Consolidated Omnibus Budget Reconciliation Act any plan, program, policy, practice, contract or agreement of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment PeriodOther Benefits”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage . As used in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer term “affiliated companies” shall include any company controlled by, controlling or under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, common control with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsCompany.

Qualifying Termination. Upon In the event of a Qualifying Termination, the Executive will shall receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) nine Payment of all Accrued Obligations in a lump sum on the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation or incentive compensation shall be determined and paid in accordance with the terms of the relevant plan as applicable to the Executive, (9ii) months Payment in a lump sum on the Date of Termination of a pro rata cash bonus for the year in which the Date of Termination occurs, determined and paid in accordance with the terms of the then current annual bonus plan applicable to the Executive, (iii) Payment in a lump sum on the Date of Termination of a salary replacement amount equal to three hundred percent (300%) of the annual base salary required to be paid to Executive pursuant to Paragraph 3(a) above, or if greater, the rate of annual salary as in effect immediately prior to the Date of Termination, 5 (iv) Payment in a lump sum on the Date of Termination of a bonus replacement amount equal to three hundred percent (300%) of the highest of the annual bonus paid or payable to the Executive for the three (3) years preceding the year in which the Date of Termination occurs or, if greater, the Executive’s target bonus for year in which the Date of Termination occurs, (v) Payment in a lump sum on the Date of Termination of a retirement replacement amount equal to 300% of the sum of the Member Investment and Stock Ownership Plan, Retirement Income Plan and Unfunded Deferred Compensation Plan contributions made or credited by the Corporation for the benefit of the Executive for the plan year of each such plan during which the Date of Termination occurs or, if greater, for the plan year of each such plan (or any successor or replacement plan) immediately preceding the plan year in which the Effective Date occurs, (vi) Continuation, for a period of three (3) years after the Date of Termination, of the following employee benefits on terms at least as favorable to the Executive as those which would have been provided if the Executive’s employment had continued for that time pursuant to this Agreement, with the cost of such benefits to be paid by the Corporation: medical and dental benefits, life and disability insurance, and executive physical examinations (“Corporation-Paid Coverage”). Corporation-Paid Coverage shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. Notwithstanding the foregoing, if the Executive is a “specified employee” (as described in Section 7 below) on the date of the Executive’s then-current Base Salary “separation from service” (disregarding any reduction that may have given rise to Good Reason) (as described in Section 7 below), continued coverage under the “Cash Severance”). The Severance will disability and life insurance plans shall be paid in equal bi-weekly installments as a continuation solely at the expense of the Executive for the period beginning on the Employer’s regular payroll for a period date of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Serviceseparation and ending six (6) months thereafter. On the date six (6) months and one (1) day following his or her separation (or, in the event of his or her death, at such earlier time as provided in Section 7 below), the Corporation shall reimburse the Executive has fulfilled for the Release ObligationCorporation-Paid Coverage under the disability and life insurance plans portion of such expense in a lump sum cash payment. The Severance Thereafter, Corporation-Paid Coverage under the disability and life insurance plans shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. To the extent the Corporation is unable to provide comparable insurance for reasons other than cost, the Corporation may provide a lesser level or no coverage and compensate the Executive for the difference in coverage through a cash lump sum payment grossed up for taxes, payable on the Date of Termination. This payment will be subject tied to all applicable withholding the cost of an individual insurance policy if it were assumed to be available. Upon the expiration of the coverage provided under this paragraph (vi), the Executive and deductions; and (ii) If Executive is eligible for and timely elects continued group health plan coverage under the Executive’s dependents will be entitled to elect Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Terminationcontinuation coverage on the same basis as would be extended with respect to an employee whose employment terminated at the time of such expiration and for purposes of Title X of COBRA, the Company will pay Executive’s COBRA group health insurance premiums (date of the “COBRA Severance”) qualifying event” for the Executive and Executive’s eligible dependents directly shall be the date upon which the Corporation-Paid Coverage terminates, (vii) Outplacement services, at the expense of the Corporation, from a provider reasonably selected by the Executive, provided however, to the insurer until extent the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan outplacement services are taxable under the Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on expenses must be incurred before the last day of each remaining month the second year following separation from service and the reimbursement must be made before the last day of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date third year following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall ceaseseparation from service, and (bviii) If, following Tax preparation services for the end of the Bonus Year Executive’s taxable year in which the Executive’s Qualifying Date of Termination occurs, provided at the Board determines in good faith that expense of the applicable Bonus objectives and milestones for that Bonus Year have been achievedCorporation, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date same basis as provided to Executive immediately prior to the Effective Date provided however, to the extent the tax preparation services are taxable under the Internal Revenue Code, the expenses must be incurred before the last day of the Executive’s Qualifying Termination (second year following separation from service and the “Bonus Severance”)reimbursement must be made before the last day of the third year following separation from service. The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.6

Qualifying Termination. Upon If the Executive's employment is terminated in a Qualifying TerminationTermination during the Protection Period, then the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, be entitled to the following benefits: (i) nine a pro rata portion (9based on the number of calendar days that have elapsed before the Executive's Date of Termination) months of the Executive’s then-current Base Salary (disregarding any reduction 's plan/target annual incentive award in effect for the fiscal year in which the Date of Termination occurs; provided that, if the Executive is entitled to receive a retention/stay bonus in connection with the Change in Control that may have given rise is payable with respect to Good Reason) (the “Cash Severance”). The Severance will be paid fiscal year in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after which the Executive’s Separation from Service's Qualifying Termination occurs, provided the Executive has fulfilled shall receive the Release Obligation. The Severance will greater of the applicable stay or retention bonus or the pro rata plan/target bonus provided herein, but the Executive shall not be subject entitled to all applicable withholding both the retention/stay bonus and deductions; andthe pro rata plan/target bonus provided herein; (ii) If in lieu of any further salary payments to the Executive is eligible for periods subsequent to the Date of Termination and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Terminationother severance benefits, the Company will shall pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until Executive a lump sum severance payment in an amount equal to three (3) times the earliest sum of (A) the end higher of (I) the period Executive's annual base salary in effect immediately following before the event or circumstance upon which the Notice of Termination is based or (II) the Executive’s Qualifying Termination that is equal to 's annual base salary in effect immediately before the Severance Period (the “COBRA Payment Period”), Change in Control and (B) the expiration higher of Executive’s eligibility for continuation coverage under COBRA, or (Cx) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment highest award paid or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth Company's annual incentive plan for each of the two measuring periods completed immediately before the event or circumstance upon which the Notice of Termination is based (determined without reference to any guaranteed annual bonus under any retention/stay bonus program of the Company but taking into account the amount of any such annual bonus that would have been paid to the Executive based on actual performance but for any such guarantee) or (y) the Executive's plan/target bonus opportunity for the fiscal year in which Executive's Qualifying Termination occurs, without giving effect to any reduction in the Executive's plan/target annual incentive bonus opportunity on or after a Change in Control; (iii) $10,000 for two years of tax and financial planning services; (iv) full and immediate vesting of all options, awards of restricted stock and any other equity or equity-based awards held by the Executive. All options held by the Executive will be exercisable for the applicable period specified in the relevant option agreement. To be eligible to receive benefits under this Section 4(d), the Executive shall be required to execute and deliver a valid, binding and irrevocable general release in substantially the form attached hereto as Exhibit A (which the Company shall deliver to the Executive promptly after the date of his Qualifying Termination). The payments provided for in this Section 4(d) shall be made not later than the date the release described above becomes binding and irrevocable under applicable law; provided, however, that, if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 2.21274(b)(2)(B) of the Internal Revenue Code of 1986, subject as amended (the "Code"), as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. If the estimated payments exceed the amount subsequently determined to all applicable deductions be due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). When payments are made under this Section, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and withholdingsthe basis for such calculations including, without limitation, any opinions or other advice the Company has received from outside counsel, auditors or consultants (and any such written opinions or advice shall be attached to the statement).

Qualifying Termination. Upon In the event of a Qualifying Termination, the Executive will shall receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) nine Payment of all Accrued Obligations in a lump sum on the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation or incentive compensation shall be determined and paid in accordance with the terms of the relevant plan as applicable to the Executive, (9ii) months Payment in a lump sum on the Date of Termination of a pro rata cash bonus for the year in which the Date of Termination occurs, determined and paid in accordance with the terms of the then current annual bonus plan applicable to the Executive, (iii) Payment in a lump sum on the Date of Termination of a salary replacement amount equal to three hundred percent (300%) of the annual base salary required to be paid to Executive pursuant to Paragraph 3(a) above, or if greater, the rate of annual salary as in effect immediately prior to the Date of Termination, (iv) Payment in a lump sum on the Date of Termination of a bonus replacement amount equal to three hundred percent (300%) of the highest of the annual bonus paid or payable to the Executive for the three (3) years preceding the year in which the Date of Termination occurs or, if greater, the Executive’s target bonus for year in which the Date of Termination occurs, (v) Payment in a lump sum on the Date of Termination of a retirement replacement amount equal to 300% of the sum of the Member Investment and Stock Ownership Plan, Retirement Income Plan and Unfunded Deferred Compensation Plan contributions made or credited by the Corporation for the benefit of the Executive for the plan year of each such plan during which the Date of Termination occurs or, if greater, for the plan year of each such plan (or any successor or replacement plan) immediately preceding the plan year in which the Effective Date occurs, (vi) Continuation, for a period of three (3) years after the Date of Termination, of the following employee benefits on terms at least as favorable to the Executive as those which would have been provided if the Executive’s employment had continued for that time pursuant to this Agreement, with the cost of such benefits to be paid by the Corporation: medical and dental benefits, life and disability insurance, and executive physical examinations (“Corporation-Paid Coverage”). Corporation-Paid Coverage shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. Notwithstanding the foregoing, if the Executive is a “specified employee” (as described in Section 7 below) on the date of the Executive’s then-current Base Salary “separation from service” (disregarding any reduction that may have given rise to Good Reason) (as described in Section 7 below), continued coverage under the “Cash Severance”). The Severance will disability and life insurance plans shall be paid in equal bi-weekly installments as a continuation solely at the expense of the Executive for the period beginning on the Employer’s regular payroll for a period date of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Serviceseparation and ending six (6) months thereafter. On the date six (6) months and one (1) day following his or her separation (or, in the event of his or her death, at such earlier time as provided in Section 7 below), the Corporation shall reimburse the Executive has fulfilled for the Release ObligationCorporation-Paid Coverage under the disability and life insurance plans portion of such expense in a lump sum cash payment. The Severance Thereafter, Corporation-Paid Coverage under the disability and life insurance plans shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. To the extent the Corporation is unable to provide comparable insurance for reasons other than cost, the Corporation may provide a lesser level or no coverage and compensate the Executive for the difference in coverage through a cash lump sum payment grossed up for taxes, payable on the Date of Termination. This payment will be subject tied to all applicable withholding the cost of an individual insurance policy if it were assumed to be available. Upon the expiration of the coverage provided under this paragraph (vi), the Executive and deductions; and (ii) If Executive is eligible for and timely elects continued group health plan coverage under the Executive’s dependents will be entitled to elect Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Terminationcontinuation coverage on the same basis as would be extended with respect to an employee whose employment terminated at the time of such expiration and for purposes of Title X of COBRA, the Company will pay Executive’s COBRA group health insurance premiums (date of the “COBRA Severance”) qualifying event” for the Executive and Executive’s eligible dependents directly shall be the date upon which the Corporation-Paid Coverage terminates, (vii) Outplacement services, at the expense of the Corporation, from a provider reasonably selected by the Executive, provided however, to the insurer until extent the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan outplacement services are taxable under the Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on expenses must be incurred before the last day of each remaining month the second year following separation from service and the reimbursement must be made before the last day of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date third year following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall ceaseseparation from service, and (bviii) If, following Tax preparation services for the end of the Bonus Year Executive’s taxable year in which the Executive’s Qualifying Date of Termination occurs, provided at the Board determines in good faith that expense of the applicable Bonus objectives and milestones for that Bonus Year have been achievedCorporation, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date same basis as provided to Executive immediately prior to the Effective Date provided however, to the extent the tax preparation services are taxable under the Internal Revenue Code, the expenses must be incurred before the last day of the Executive’s Qualifying Termination (second year following separation from service and the “Bonus Severance”). The Bonus Severance will reimbursement must be paid to made before the Executive pursuant to last day of the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsthird year following separation from service.

Qualifying Termination. Upon If, during the Term, Executive’s employment is terminated as a result of a Qualifying Termination, the Executive will shall be entitled to receive the Accrued Payments Amounts (defined below) and, provided subject to Executive’s timely execution and delivery (and non-revocation) of a general release and waiver of claims in substantially the Executive remains form set forth in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits Exhibit A (the “Severance BenefitsRelease”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) nine (9) months of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The Severance will be paid in equal bi-weekly installments as a continuation on period between the Employer’s regular payroll for a period of nine (9) months (Qualifying Termination and the date that the Release becomes effective, the “Severance Release Execution Period”), beginning no later than Executive shall be entitled to receive the following: a. a lump sum payment equal to two (2) times Executive’s Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for the fiscal year in which the Qualifying Termination occurs, which shall be paid within sixty (60) days following such termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first regularly-scheduled payroll date following period in January of the sixtieth second taxable year; b. if Executive (60thand his dependents) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and (ii) If Executive is eligible for and timely elects continued group to continue health plan care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination), the Company will pay Executive’s reimburse Executive (and his dependents) monthly for COBRA group health insurance healthcare continuation premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of earlier of: (Ai) the end eighteen (18) month anniversary of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period Termination; (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (Cii) the date when on which Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under the CodeMedicare. Notwithstanding the foregoing, if at Flagstar’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any time successor law (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the Parties agree to reform this Section 2.1(c) in a manner as is necessary to comply with the ACA; and c. notwithstanding the terms of the Company determines, in its sole discretion, that it cannot pay 2016 Stock Award and Incentive Plan (the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act“2016 Plan”), the Company will instead pay Executive on the last day 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, then-outstanding unvested stock shall become fully vested and exercisable for the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date remainder of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingstheir full term.

Qualifying Termination. Upon In addition, if Executive experiences a Qualifying TerminationTermination then, the Executive will receive the Accrued Payments and, provided the Executive remains in subject to Section 2(e) hereof and Executive’s continued compliance with the terms of this Agreement and has met the requirements of the Release Obligationhis obligations under Sections 4 - 7 hereof, the following severance benefits (the “Severance Benefits”): (a) The Company Executive shall provide the Executive, as severance, the following benefitsbe entitled to receive: (i) nine (9) months of an amount in cash equal to the Executive’s then-current Base Salary (Salary, disregarding any reduction that may have given in salary giving rise to Good Reason, payable in substantially equal installments in accordance with the Company’s normal payroll procedures (but not less frequently than monthly) over the 12-month period following the Date of Termination (the “Cash Salary Severance”). The ; provided, that such Salary Severance will be paid in equal bi-weekly installments as a continuation payments shall commence on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after effective date of the Executive’s Separation from ServiceRelease, provided and amounts otherwise payable prior to such first payroll date shall be paid on the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; andfirst payroll date without interest thereon; (ii) If a pro-rata portion of Executive’s Annual Bonus for the calendar year in which the Date of Termination occurs, had Executive is eligible remained employed through the payment date and based on the achievement of any applicable performance goals or objectives, pro-rated based on the number of days during such calendar year that Executive was employed by the Company, payable in a single cash lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the Date of Termination occurs; (iii) subject to Executive’s valid and timely elects continued election to continue healthcare coverage under Code Section 4980B and the regulations thereunder, the Company shall pay Executive after such termination of employment, on a monthly basis, an amount equal to the monthly amount of the COBRA continuation coverage premium for such month, at the same level and cost to Executive as immediately preceding the Date of Termination, under the Company group health plan coverage under in which Executive participated immediately preceding the Consolidated Omnibus Budget Reconciliation Act Date of 1985 or any state law Termination, less the amount of similar effect (“COBRA”) following Executive’s Qualifying portion of such monthly premium as in effect immediately preceding the Date of Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest earlier of (A) 18 months after the end Date of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), Termination; and (B) the date on which Executive and his family have obtained other substantially similar healthcare coverage; provided, however, that if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of Executive’s eligibility for the period of continuation coverage to be, exempt from the application of Code Section 409A under COBRATreasury Regulation Section 1.409A-1(a)(5), or (Cy) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references Company is otherwise unable to COBRA premiums shall not include any amounts payable by continue to cover Executive under a Section 125 its group health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums plans without potentially incurring financial costs or penalties under applicable law (including, including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, each remaining premium payment under this this sentence shall thereafter be paid to Executive in substantially equal monthly installments over the period specified in subsections (A) and (B) (or the remaining portion thereof); (iv) except as otherwise explicitly set forth in an individual award agreement evidencing a Time-Based Equity Award, each outstanding Time-Based Equity Award held by Executive as of the Date of Termination shall vest and, as applicable, become exercisable with respect to the number of shares underlying the Time-Based Equity Award that would otherwise have vested had Executive remained in continuous employment with the Company will instead pay through the 12-month anniversary of the Date of Termination, and assuming that the vesting schedule applicable to such Time-Based Equity Award is in substantially equal monthly installments through the vesting period. Each outstanding Equity Award held by Executive as of the Date of Termination that is not a Time-Based Equity Award shall be treated in accordance with the terms and conditions of the applicable award agreement and the Plan; and (v) any outstanding stock options covering the Class A common stock of HoldCo held by Executive on the last day Date of each remaining month of the COBRA Payment PeriodTermination, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier extent vested as of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or selfthe Qualifying Termination, shall remain exercisable until the three-employment. On the first payroll date following the effectiveness year anniversary of the Separation AgreementDate of Termination, but in no event beyond the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the outside expiration date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingseach such stock option.

Qualifying Termination. Upon In addition, if Executive experiences a Qualifying TerminationTermination then, the Executive will receive the Accrued Payments and, provided the Executive remains in subject to Section 2(e) hereof and Executive’s continued compliance with the terms of this Agreement and has met the requirements of the Release Obligationhis obligations under Sections 4 - 7 hereof, the following severance benefits (the “Severance Benefits”): (a) The Company Executive shall provide the Executive, as severance, the following benefitsbe entitled to receive: (i) nine (9) months of an amount in cash equal to the Executive’s then-current Base Salary (Salary, disregarding any reduction that may have given in salary giving rise to Good Reason, payable in substantially equal installments in accordance with the Company’s normal payroll procedures (but not less frequently than monthly) over the 12-month period following the Date of Termination (the “Cash Salary Severance”). The ; provided, that such Salary Severance will be paid in equal bi-weekly installments as a continuation payments shall commence on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after effective date of the Executive’s Separation from ServiceRelease, provided and amounts otherwise payable prior to such first payroll date shall be paid on the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; andfirst payroll date without interest thereon; (ii) If a pro-rata portion of Executive’s Annual Bonus for the calendar year in which the Date of Termination occurs, had Executive is eligible remained employed through the payment date and based on the achievement of any applicable performance goals or objectives, pro-rated based on the number of days during such calendar year that Executive was employed by the Company, payable in a single cash lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the Date of Termination occurs; (iii) subject to Executive’s valid and timely elects continued election to continue healthcare coverage under Code Section 4980B and the regulations thereunder, the Company shall pay Executive after such termination of employment, on a monthly basis, an amount equal to the monthly amount of the COBRA continuation coverage premium for such month, at the same level and cost to Executive as immediately preceding the Date of Termination, under the Company group health plan coverage under in which Executive participated immediately preceding the Consolidated Omnibus Budget Reconciliation Act Date of 1985 or any state law Termination, less the amount of similar effect (“COBRA”) following Executive’s Qualifying portion of such monthly premium as in effect immediately preceding the Date of Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest earlier of (A) 18 months after the end Date of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), Termination; and (B) the date on which Executive and his family have obtained other substantially similar healthcare coverage; provided, however, that if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of Executive’s eligibility for the period of continuation coverage to be, exempt from the application of Code Section 409A under COBRATreasury Regulation Section 1.409A-1(a)(5), or (Cy) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references Company is otherwise unable to COBRA premiums shall not include any amounts payable by continue to cover Executive under a Section 125 its group health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums plans without potentially incurring financial costs or penalties under applicable law (including, including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, each remaining premium payment under this sentence shall thereafter be paid to Executive in substantially equal monthly installments over the period specified in subsections (A) and (B) (or the remaining portion thereof); (iv) except as otherwise explicitly set forth in an individual award agreement evidencing a Time-Based Equity Award, each outstanding Time-Based Equity Award held by Executive as of the Date of Termination shall vest and, as applicable, become exercisable with respect to the number of shares underlying the Time-Based Equity Award that would otherwise have vested had Executive remained in continuous employment with the Company will instead pay through the 12-month anniversary of the Date of Termination, and assuming that the vesting schedule applicable to such Time-Based Equity Award is in substantially equal monthly installments through the vesting period. Each outstanding Equity Award held by Executive as of the Date of Termination that is not a Time-Based Equity Award shall be treated in accordance with the terms and conditions of the applicable award agreement and the Plan; and (v) any outstanding stock options covering the Class A common stock of HoldCo held by Executive on the last day Date of each remaining month of the COBRA Payment PeriodTermination, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier extent vested as of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or selfthe Qualifying Termination, shall remain exercisable until the three-employment. On the first payroll date following the effectiveness year anniversary of the Separation AgreementDate of Termination, but in no event beyond the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the outside expiration date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingseach such stock option.

Qualifying Termination. Upon In the event an Eligible Executive’s employment with the Company and, as applicable, each of its Affiliates, ends due to a Qualifying Termination, the such Eligible Executive will shall be entitled to receive the Accrued Payments andAmounts, provided and so long as such Eligible Executive satisfies the Executive remains in compliance with Release Requirement and abides by the terms of this Agreement Sections 7, 8, 9, 10 and has met the requirements of the Release Obligation11 below, the following severance benefits (the “Severance Benefits”): (a) The Company such Eligible Executive shall provide the Executive, as severance, the following benefitsalso be entitled to receive: (i) nine A lump sum severance payment to such Eligible Executive in an amount equal to the Severance Amount, payable on or prior to the Company’s first regularly scheduled pay date that on or after the date that is 60 days after such Eligible Executive’s Date of Termination; (9ii) months The Prior Year Annual Bonus, if applicable, payable in a lump sum at the time annual bonuses for such prior fiscal year are paid to executives of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The Severance will be paid Company, but in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no event later than the first regularlyApplicable March 15; (iii) A Pro-scheduled payroll date following Rata Annual Bonus for the sixtieth (60th) day after fiscal year of the Executive’s Separation from ServiceCompany in which the Date of Termination occurs, provided payable in a lump sum at the Executive has fulfilled time annual bonuses for such fiscal year are paid to executives of the Release Obligation. The Severance will be subject to all applicable withholding and deductionsCompany, but in no event later than the Applicable March 15; and (iiiv) If such Eligible Executive is timely and properly elects to continue coverage for such Eligible Executive and such Eligible Executive’s spouse and eligible for and timely elects continued dependents, if any, under the Company’s group health plan plans pursuant to COBRA, similar in the amounts and types of coverage provided under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Company’s group health plans to such Eligible Executive prior to such Eligible Executive’s Qualifying Date of Termination, then during the COBRA Continuation Period (as defined below), the Company will shall provide a subsidy, which subsidy shall be paid directly to the applicable COBRA administrator, on a monthly basis for the difference between the amount such Eligible Executive pays to effect and continue such coverage and the employee contribution amount that active executive employees of the Company pay Executive’s COBRA for the same or similar coverage under such group health insurance premiums plans (the “COBRA SeveranceBenefit”). Notwithstanding anything in the preceding provisions of this Section 5(a)(iv) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of contrary, (A) the end election of COBRA continuation coverage and the period immediately following payment of any premiums due with respect to such COBRA continuation coverage will remain such Eligible Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”)sole responsibility, (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), and the Company will instead pay Executive on the last day assume no obligation for payment of each remaining month of the any such premiums relating to such COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance continuation coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.

Qualifying Termination. Upon If, during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution of a settlement agreement in a form prescribed by the Company, which shall be in full and final settlement of all and any rights and claims which the Executive will receive has or may have against the Accrued Payments andCompany and any of its subsidiaries and affiliates, provided and any of its or their directors, officers, employees and shareholders, arising from or in connection with his employment or directorships and / or their termination (including both contractual and statutory employment claims in the Executive remains UK) (the “Release”) which becomes effective as soon as reasonably practicable following the Termination Date, but in no event later than five (5) days following the Termination Date and Executive’s continued compliance with the terms provisions of this Agreement and has met the requirements of the Release ObligationSection 6 hereof, the Company shall pay or provide to Executive the following severance benefits (in addition to the “Severance Benefits”Accrued Obligations): (ai) The Company shall provide the Executive, as severance, the following benefits: (i) nine (9) months of the continue to pay to Executive amounts equal to Executive’s then-current Base Salary (disregarding any which, in the event of a resignation by Executive for Good Reason due to a material reduction that may have given rise in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to Good Reasonsuch reduction) (the “Cash Continued Salary Severance”). The Severance will be paid in equal bi-weekly installments as a continuation ) during the period commencing on the Employer’s regular payroll for a period Termination Date and ending on the last day of nine (9) months the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning no later than of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly-regularly scheduled Company payroll date following occurring in the sixtieth (60th) day latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Executive’s Separation from ServiceRelease becomes effective and irrevocable (in either case, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and“First Payroll Date”)). (ii) If The Company shall pay to Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums a lump sum payment (the “COBRA Lump Sum Severance”) for Executive and Executive’s eligible dependents directly equal to the insurer until the earliest of (A) two (2) times the end of the period immediately following Executive’s Qualifying Termination that is Average Compensation less (B) an amount equal to the Severance Period (Continued Salary Severance, payable in a single lump sum cash payment on the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentFirst Payroll Date. For purposes of this SectionAgreement, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under “Average Compensation” is the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 average of the Public Health Service Act), the Company will instead pay Executive on the last day sum of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings Executive’s actual (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or selfx) EU-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause DOCS\45887982.1 Base Salary (andwhich, in the case event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Special Severance Payment, Base Salary in effect immediately prior to such payment will be to Executivereduction) and (y) Annual Bonus, in a lump sumeach case, for the three (3) equal fiscal years ending immediately prior to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year fiscal year in which the Executive’s Qualifying Termination occurs. For the avoidance of doubt, in no event shall the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date sum of the Executive’s Qualifying Termination Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsAverage Compensation.

Qualifying Termination. Upon a Qualifying TerminationIf, at any time during the Vesting Period, the Executive will receive Participant ceases to be employed by the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits Corporation or its Subsidiaries (the date of such termination of employment is referred to as the Participant’s “Severance BenefitsDate”): (a) The Company shall provide the Executive, as severance, the following benefits: a result of (i) nine (9) months of the ExecutiveParticipant’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The Severance will be paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and death or Disability or (ii) If Executive is eligible a termination of employment by the Corporation or one of its Subsidiaries without Cause or by Participant for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect Good Reason (“COBRA”) following Executive’s Qualifying Terminationeach as defined herein), the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly then, subject to the insurer following paragraph and the release requirement set forth in the last paragraph of this Section 8(a), (x) the Performance LTIP Units will remain outstanding during the remainder of the Vesting Period and will remain subject to Section 3, and (y) the Participant will vest with respect to the number of Performance LTIP Units that would have vested in accordance with Section 3, if any, had the Participant remained employed until the earliest of (A) the end of the period immediately following ExecutiveVesting Period. In the event that the Participant’s Qualifying Termination that is equal to employment terminates in the circumstances described in the preceding paragraph and the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, Date occurs on or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on before the last day of each remaining month the second year of the COBRA Payment Performance Period and on or before the Severance Date, or after the Severance Date and before the last day of the second year of the Performance Period, a fully taxable cash payment equal an Interim Date (as defined in Exhibit A) has been or is established with respect to Peer Group I (as such term is defined in Exhibit A), the Performance Period with respect to Peer Group I will end on such Interim Date (in the event there has been more than one Interim Date on or prior to the COBRA premiums Severance Date, the most recent Interim Date on or prior to the Severance Date; and in the event that there has been an Interim Date on or prior to the Severance Date, any new Interim Date after the Severance Date shall be disregarded) and there will be no new or additional measurement period with respect to Peer Group I after such Interim Date as otherwise provided for in Exhibit A. In such circumstances, the determination as to whether the Corporation has attained the performance goals set forth in Exhibit A with respect to Peer Group I for the Performance Period shall be made by the Committee based solely on performance through such applicable Interim Date, such determination to be made no later than March 15 of the year that month, subject follows the later of the Severance Date or the applicable Interim Date as to applicable tax withholdings Peer Group I (such amountdetermination to be the Committee Determination as to Peer Group I). In such circumstances, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment any Performance LTIP Units corresponding to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments Peer Group I that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based are not vested on the date of such Committee Determination (after giving effect to such Committee Determination) shall be cancelled and forfeited. No additional Performance LTIP Units will vest pursuant to Section 8(b) or Exhibit A with respect to performance after, or a Change in Control Event that occurs after, the Executive’s Qualifying Termination (the “Bonus Severance”)applicable Interim Date. The Bonus Severance will be paid Any benefit to the Executive Participant pursuant to the payment timing provisions set forth preceding paragraphs of this Section 8 (other than in Section 2.2, connection with the Participant’s death) is subject to all the condition that (i) the Participant has fully executed a valid and effective release (in the form attached to the Severance Plan or, if such release is executed on or after a Change in Control Event, in the form attached to the CIC Severance Plan, or in either case such other form as the Committee may reasonably require in the circumstances, which other form shall be substantially similar to the form attached to the Severance Plan or the CIC Severance Plan, as the case may be, that would otherwise apply in the circumstances but with such changes as the Committee may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable deductions laws), (ii) such executed release is delivered by the Participant to the Corporation so that it is received by the Corporation in the time period specified below, and withholdings(iii) such release is not revoked by the Participant (pursuant to any revocation rights afforded by applicable law). In order to satisfy the requirements of this paragraph, the Participant’s release referred to in the preceding sentence must be delivered by the Participant to the Corporation so that it is received by the Corporation no later than twenty-five (25) calendar days after the Participant’s Severance Date (or such later date as may be required for an enforceable release of the Participant’s claims under the United States Age Discrimination in Employment Act of 1967, as amended (“ADEA”), to the extent the ADEA is applicable in the circumstances, in which case the Participant will be provided with either twenty-one (21) or forty-five (45) days, depending on the circumstances of the termination, to consider the release). In addition, the Corporation may require that the Participant’s release be executed no earlier than the Participant’s Severance Date.

Qualifying Termination. Upon Should you incur a Qualifying Termination (as defined below) you will be eligible for the following payments and benefits, provided that you remain in compliance with your obligations under the terms of this agreement, including, but not limited to the provisions regarding non-competition, non-solicitation, and non-disparagement, and the Release (as defined below). Should you fail to comply with your obligations under this Agreement or the Release, the Company may, in addition to any other available remedies, cease making any payment or benefit provided for herein. SEPARATION PAYMENT: A separation payment, before applicable deductions, equal to one and one-half (1.5) times the sum of your base salary as in effect as of your termination of employment, plus in the event of a Qualifying Termination under subparagraphs (3) or (4) as set forth in the definition below of Qualifying Termination, an amount equal to the average annual cash bonuses received by you during the three year period ending prior to the year in which the Change in Control occurs (the "Separation Payment"). If you have executed and returned the Release described below within thirty days after the date of your Qualifying Termination, the Executive will receive Separation Payment shall be paid as follows: 50% of the Accrued Payments andSeparation Payment shall be paid to you within ten business days of your execution of the Release, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) nine (9) months of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise remaining 50% to Good Reason) (the “Cash Severance”). The Severance will be paid in equal bi-weekly installments as a continuation installments, without interest, commencing on the Employer’s regular Company's second regularly scheduled payroll for a period following your execution of nine (9) months the Release and ending with the Company's regularly scheduled payroll one year later (the “Severance "Separation Pay Period”"), beginning no provided that if the ten business day period would end in a later calendar year than the first regularly-scheduled payroll date following of the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and (ii) If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, no part of the Separation Payment shall be paid until the first business day of the subsequent calendar year. In the event of a change in payroll practice during the Separation Pay Period, the Company will pay Executive’s COBRA group health insurance premiums (may adjust the “COBRA Severance”) for Executive and Executive’s eligible dependents directly amounts of such installments as necessary to ensure that the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that total amount paid is equal to the Severance Period (the “COBRA Payment Period”)Separation Payment, (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Codeas defined above. Notwithstanding the foregoing, if at any time in the Company determinesevent of a Qualifying Termination within one year following a Change in Control, the Separation Payment shall be paid in its sole discretion, that it cannot pay a single lump sum within ten (10) business days following the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 effective date of the Public Health Service Act)Qualifying Termination, again provided that if the Company will instead pay Executive on the last ten business day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, period would end in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on later calendar year than the date of the Executive’s Qualifying Termination (Termination, no part of the “Bonus Severance”). The Bonus Severance will Separation Payment shall be paid to during the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsearlier calendar year.

Qualifying Termination. Upon If, during the Term, you are no longer serving as the Chief Executive Officer of the Company because either (1) the Company has terminated your employment as Chief Executive Officer without “Cause” (defined below), or (2) you resign as Chief Executive Officer for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Executive will receive the Accrued Payments andCompany shall pay you (or cause to occur, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements as applicable) each of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefitsfollowing: (iA) nine cash severance installment payments in an aggregate amount equal to two hundred percent (9200%) months of the Executive’s then-current your annual Base Salary as in effect on your “Qualifying Termination Date” (disregarding any reduction that may have given rise to Good Reasonas defined below) (the “Cash Severance”). The ) with the first installment of Cash Severance will be (in an amount equal to three months of Base Salary) being paid on the 90th day after the Termination Date and with the remaining amount of Cash Severance being paid in equal bimonthly pro-weekly rata installments as a continuation commencing four months after the Termination Date such that the last installment is paid on the Employersecond anniversary of the Termination Date; (B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as Chief Executive Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s regular payroll fiscal year prior to the Qualifying Termination Date and the denominator of which is 365 days. You shall also be eligible for a period discretionary bonus (as determined by the Board or a compensation committee of nine the Board) for the portion of the year served through the Qualifying Termination Date. The pro-rated Performance Bonus and any such discretionary bonus described in this clause (9d)(i)(B) months (the collectively, a “Severance PeriodPro-Rated Bonus”), beginning ) shall be paid to you no later than the first regularly-scheduled payroll date 15th day of the third month immediately following the sixtieth (60th) day after fiscal year in which the Executive’s Separation from Service, provided the Executive Qualifying Termination has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; andoccurred; (iiC) If Executive is eligible the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) for and timely elects continued all group health plan employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executiveto the same extent provided by the Company’s group plans immediately before the Qualifying Termination, Termination Date for eighteen (18) months after the Qualifying Termination Date provided that you are not an employee of the Company will pay Executive’s after the Qualifying Termination Date, or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA group health insurance premiums coverage (the “COBRA SeveranceBenefits”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”); provided, (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoinghowever, if at any time the Company determines, in its sole discretion, that it cannot pay for the COBRA premiums Benefits without potentially incurring financial costs cost or penalties under applicable law (including, including without limitation, Section 2716 of the Public Health Service Act), then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the COBRA Benefits, in monthly installments over the same time period, which payment shall be made regardless of whether you elect health care continuation coverage. In addition, to the extent that you are no longer an employee of the Company after the Qualifying Termination Date, the Company will instead ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ March 25, 2015 continue to pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal cost (to the COBRA premiums for same extent that month, subject the Company was doing so immediately before the Qualifying Termination Date) of all other benefits being provided to applicable tax withholdings you immediately prior to the Qualifying Termination Date (such amount, the “Special Severance PaymentOther Benefits”), for eighteen (18) months after the Qualifying Termination Date. If you remain as an employee of the Company after a Qualifying Termination Date, the benefits provided by the Company to you under this Section 3(d)(i)(C) shall begin to be payable to you from the Termination Date (as determined with reference to your employment with the Company which payments continued after the Qualifying Termination) and shall continue be paid until the earlier of expiration (x) eighteen (18) months after such Termination Date; or (y) you become eligible to receive group health coverage from another employer. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; (D) the portion of the COBRA Payment Period or stock options granted to you prior to the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new Qualifying Termination Date (“Options”) and any other equity compensation incentives granted to you prior to the Qualifying Termination Date (collectively, the “Equity Incentives”), that would have vested (assuming that your employment or selfhad continued and where vesting is based solely on continued employment) through the twenty-employment. On the first payroll date four (24) month period following the effectiveness of Qualifying Termination Date, shall automatically vest and become exercisable on the Separation Agreement, the Company will make the first payment to the insurer under this clause (andQualifying Termination Date. In addition, in the case event that any portion of the Special Severance PaymentEquity Incentives vest based on continued employment on an annual or “cliff” basis and the date of any such annual or cliff vesting is outside of the twenty-four (24) month forward vesting period mentioned in the preceding sentence (each, a “Cliff Vesting Award”), then the portion of the Cliff Vesting Award that, but for such payment will be to ExecutiveQualifying Termination, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such vested from the date had such payments instead commenced on the Separation Date, with the balance of grant of the payments paid thereafter Cliff Vesting Award through the twenty-four (24) month period following such Qualifying Termination if the Cliff Vesting Award vested on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following a monthly basis over its vesting period rather than 100% at the end of the Bonus Year in which vesting period, shall automatically vest and become exercisable as of the Executive’s Qualifying Termination occursDate. If and to the extent any portion of the Equity Incentives are performance-based and/or are subject to any vesting conditions other than the passage of time (collectively, the Board determines “Performance Awards”), then such Equity Incentives shall vest and become exercisable based on the terms set forth in good faith the applicable Performance Award Agreement, it being understood that the applicable Bonus objectives Company shall structure the Performance Awards to include the concept of twenty-four (24) month forward vesting with respect to time-based vesting requirements after the Qualifying Termination Date and milestones for that Bonus Year have been achieveda measurement of the performance standard as of the Qualifying Termination Date, Executive will receive on a Bonus, as so pro-rated basis with reference to the Qualifying Termination Date or in any other manner determined by the Board and pro-rated based Company. The vested Equity Incentives as of the Qualifying Termination Date (including any Options that were subject to accelerated vesting pursuant to this clause (D)) shall be exercisable by you until the earliest to occur of (x) twelve (12) months following the date on which the Equity Incentives vest pursuant to the terms of this clause (D); (y) the scheduled expiration date of the Executive’s Qualifying Termination Options or other equity incentives; or (z) the date on which the Options are canceled (and not substituted or assumed) pursuant to a Change in Control (defined below) or merger or acquisition or similar transaction involving the Company; and (E) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections. For avoidance of doubt, any Cash Severance benefits provided under Sections 3(d)(i) above or 3(d)(ii) below shall be calculated prior to giving effect to any reduction in Base Salary or target Performance Bonus Severance”)that would give rise to your right to terminate for Good Reason. The Bonus Additionally, any Cash Severance will benefits provided under Sections 3(d)(i) above or 3(d)(ii) below shall be paid calculated prior to giving effect to any elected or agreed upon temporary forbearance from payment of the Executive pursuant to the payment timing provisions set forth in Section 2.2▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ March 25, subject to all applicable deductions and withholdings2015 Page 5 Base Salary or Performance Bonus.

Qualifying Termination. Upon In the event of a Qualifying Termination, the Executive will shall receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) nine Payment of all Accrued Obligations in a lump sum on the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation or incentive compensation shall be determined and paid in accordance with the terms of the relevant plan as applicable to the Executive. (9ii) months Payment in a lump sum on the Date of Termination of a pro rata cash bonus for the year in which the Date of Termination occurs, determined and paid in accordance with the terms of the then current annual bonus plan applicable to the Executive; provided, however, that such pro rata amount shall not be less than the pro rata amount determined using the greater of (A) the full year’s bonus to which Executive would have been entitled based on the Corporation’s performance for the year, or (B) the greater of the Executive’s then-current target bonus (x) for such year under such plan or (y) for the year in which the Effective Date of this Agreement occurs based on the annual bonus plan as in effect and applicable to Executive immediately prior to the Effective Date. 5 (iii) Payment in a lump sum on the Date of Termination of a salary replacement amount equal to three hundred percent (300%) of the Annual Base Salary (disregarding any reduction that may have given rise required to Good Reason) (the “Cash Severance”). The Severance will be paid to Executive pursuant to Paragraph 3(a) above, or if greater, the rate of Annual Base Salary as in equal bi-weekly installments as effect immediately prior to the Date of Termination. (iv) Payment in a continuation lump sum on the EmployerDate of Termination of a bonus replacement amount equal to three hundred percent (300%) of the highest of the annual bonus paid or payable to the Executive for the three (3) years preceding the year in which the Date of Termination occurs or, if greater, the greater of (A) Executive’s regular payroll target bonus for year in which the Date of Termination occurs or (B) Executive’s target bonus for the year in which the Effective Date occurs under the terms of the annual bonus plan in effect immediately prior to the Effective Date. (v) Payment in a lump sum on the Date of Termination of a long-term incentive compensation bonus replacement amount equal to three hundred percent (300%) of the highest of the long-term incentive compensation bonus paid or payable to the Executive during the three (3) years preceding the year in which the Date of Termination occurs or, if greater, the highest of the Executive’s target long-term incentive compensation award opportunity for any award cycle ending during or after the year in which the Effective Date occurs. (vi) Payment in a lump sum on the Date of Termination of a retirement replacement amount equal to 300% of the sum of the Retirement Savings Plan and Executive Benefit Plan contributions made or credited by the Corporation for the benefit of the Executive for the plan year of each such plan during which the Date of Termination occurs or, if greater, for the plan year of each such plan (or any successor or replacement plan) immediately preceding the plan year in which the Effective Date occurs. (vii) Continuation, for a period of nine three (93) months (years after the “Severance Period”)Date of Termination, beginning no later than of the first regularly-scheduled payroll date following employee benefits on terms at least as favorable to the sixtieth (60th) day after Executive as those which would have been provided if the Executive’s Separation from Serviceemployment had continued for that time pursuant to this Agreement, provided with the cost of such benefits to be paid by the Corporation: medical and dental benefits, life and disability insurance, and executive physical examinations (“Corporation-Paid Coverage”). Corporation-Paid Coverage shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. Notwithstanding the foregoing, if the Executive has fulfilled is a “specified employee” (as described in Section 7 below) on the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and date of the Executive’s “separation from service” (ii) If Executive is eligible for and timely elects as described in Section 7 below), continued group health plan coverage under the disability and life insurance plans shall be solely at the expense of the Executive for the period beginning on the date of the Executive’s separation and ending six (6) months thereafter. On the date six (6) months and one (1) day following his or her separation (or, in the event of his or her death, at such earlier time as provided in Section 7 below), the Corporation shall reimburse the Executive for the Corporation-Paid Coverage under the disability and life insurance plans portion of such expense in a lump sum cash payment. Thereafter, Corporation-Paid Coverage under the disability and life insurance plans shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. To the extent the Corporation is unable to provide comparable insurance for reasons other than cost; the Corporation may provide a lesser level or no coverage and compensate the Executive for the difference in coverage through a cash lump sum payment grossed up for taxes, payable on the Date of Termination. This payment will be tied to the cost of an individual insurance policy if it were assumed to be available. Upon the expiration of the coverage provided under this paragraph (vii), the Executive and Executive’s dependents will be entitled to elect Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Terminationcontinuation coverage on the same basis as would be extended with respect to an employee whose employment terminated at the time of such expiration and for purposes of Title X of COBRA, the Company will pay Executive’s COBRA group health insurance premiums (date of the “COBRA Severance”) qualifying event” for the Executive and Executive’s eligible dependents directly shall be the date upon which the Corporation-Paid Coverage terminates. 6 (viii) Outplacement services, at the expense of the Corporation, from a provider reasonably selected by the Executive; provided however, to the insurer until extent the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan outplacement services are taxable under the Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on expenses must be incurred before the last day of each remaining month the second year following separation from service and the reimbursement must be made before the last day of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date third year following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, andseparation from service. (bix) If, following Tax preparation services for the end of the Bonus Year Executive’s taxable year in which the Executive’s Qualifying Date of Termination occurs, provided at the Board determines in good faith that expense of the applicable Bonus objectives and milestones for that Bonus Year have been achievedCorporation, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date same basis as provided to Executive immediately prior to the Effective Date; provided however, to the extent the tax preparation services are taxable under the Internal Revenue Code, the expenses must be incurred before the last day of the Executive’s Qualifying Termination (second year following separation from service and the “Bonus Severance”). The Bonus Severance will reimbursement must be paid to made before the Executive pursuant to last day of the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsthird year following separation from service.

Qualifying Termination. Upon If (1) the Company terminates the Executive’s employment for any reason other than for Cause, Disability or death or (2) the Executive terminates employment for Good Reason (each, a “Qualifying Termination”), in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the 2018 Equity Incentive Plan of Columbia Banking System, Inc. and including, for the avoidance of doubt, the Executive will receive Merger): (i) the Accrued Payments and, provided Company shall pay to the Executive remains in compliance a lump sum in cash within 30 days after the Date of Termination the aggregate of (1) the Executive’s accrued Annual Base Salary and any accrued vacation pay through the Date of Termination, (2) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the terms applicable Company policy, and (3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of this Agreement and Termination occurs if such bonus has met the requirements been determined but not paid as of the Release ObligationDate of Termination (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”); (ii) subject to Section 4(e), the following Company shall pay to the Executive a cash severance benefits benefit in an amount equal to two times the Executive’s Annual Base Salary (the “Severance Benefits”): (a) ). The Company shall provide pay the Executive, as severanceSeverance Benefits in substantially equal installments in accordance with the Company’s normal payroll policies over the two-year period following the Date of Termination; provided that the first payment shall be made on the 60th day following the Date of Termination and shall include all installments otherwise payable within such 60-day period; (iii) subject to Section 4(e), the Company shall pay to the Executive in a lump sum in cash a pro rata portion of any Annual Bonus earned for the year in which the Date of Termination occurs (with proration determined based on the number of months in the fiscal year in which the Executive is employed with the Company). The Company shall pay the prorated Annual Bonus at the same time as the Company pays annual bonuses to active employees (and no later than March 15 of the year following benefits:the fiscal year to which the Annual Bonus relates); (iiv) nine subject to Section 4(e), a pro rata portion of any long-term incentive awards granted to the Executive shall vest as follows: (91) a pro rata portion of any long-term incentive award that is not subject to performance-based vesting conditions shall vest as of the Date of Termination (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company) and (2) a pro rata portion of any long-term incentive award that is subject to performance-based vesting conditions shall vest as of the regularly scheduled vesting date based on actual performance (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company), and, in each case, any payment or delivery shall be made in respect of such awards within 60 days following vesting subject to compliance with Section 409A of the Code. For illustrative purposes only, if the Executive holds 96 restricted shares that are scheduled to vest over a four-year period (the “Illustrative Vesting Period”) and that are not subject to performance vesting, and the Executive’s then-current Base Salary employment terminates 15.5 months after the beginning of the Illustrative Vesting Period, then 16/48 of the restricted shares (disregarding any reduction that may have given rise to Good Reason32 restricted shares) (the “Cash Severance”). The Severance will be paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after vest upon the Executive’s Separation from Service, provided termination (regardless of the Executive has fulfilled vesting schedule set forth in the Release Obligation. The Severance award and without duplication of any previous vesting) subject to Section 4(e) and the remaining 64 restricted shares will be forfeited; (v) subject to all applicable withholding and deductions; and (ii) If Executive is eligible Section 4(e), for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act 24-month period immediately following the Date of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group shall continue the health insurance premiums (and welfare benefits 4844-0817-3566 v.6 provided to the “COBRA Severance”) for Executive and Executive’s eligible his dependents directly at the levels provided to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoingactive employees; provided that, if at any time the Company determines, in its sole discretion, determines that it cansuch continuation is not pay feasible without the COBRA premiums without potentially incurring financial costs payment of taxes or penalties or is not permissible under applicable law (including, without limitation, Section 2716 of the Public Health Service Act)law, the Company will instead pay and the Executive on shall cooperate in good faith to modify this section in such a manner that does not materially increase the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal cost to the COBRA premiums for that month, subject to applicable tax withholdings Company (such amountcollectively, the “Special Severance PaymentWelfare Benefits”); and (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage . As used in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation this Agreement, the Company will make the first payment to the insurer term “affiliated companies” shall include any company controlled by, controlling or under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, common control with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsCompany.

Qualifying Termination. Upon a Qualifying Termination, the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) nine twelve (912) months of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The Severance will be paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine twelve (912) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and (ii) If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, ; and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.

Qualifying Termination. Upon If, during the Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Executive will receive Company (the Accrued Payments and, provided “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Executive remains in Termination Date and Executive’s continued compliance with the terms provisions of this Agreement and has met the requirements of the Release ObligationSection 6 hereof, the Company shall pay or provide to Executive the following severance benefits (in addition to the “Severance Benefits”Accrued Obligations): (ai) The Company shall provide the Executive, as severance, the following benefits: (i) nine (9) months of the continue to pay to Executive amounts equal to Executive’s then-current Base Salary (disregarding any which, in the event of a resignation by Executive for Good Reason due to a material reduction that may have given rise in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to Good Reasonsuch reduction) (the “Cash Continued Salary Severance”). The Severance will be paid in equal bi-weekly installments as a continuation ) during the period commencing on the Employer’s regular payroll for a period Termination Date and ending on the last day of nine (9) months the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments ||| shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning no later than of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly-regularly scheduled Company payroll date following occurring in the sixtieth (60th) day latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Executive’s Separation from ServiceRelease becomes effective and irrevocable (in either case, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and“First Payroll Date”)). (ii) If The Company shall pay to Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums a lump sum payment (the “COBRA Lump Sum Severance”) for Executive and Executive’s eligible dependents directly equal to the insurer until the earliest of (A) two (2) times the end of the period immediately following Executive’s Qualifying Termination that is Average Compensation less (B) an amount equal to the Severance Period (Continued Salary Severance, payable in a single lump sum cash payment on the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentFirst Payroll Date. For purposes of this SectionAgreement, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under “Average Compensation” is the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 average of the Public Health Service Act), the Company will instead pay Executive on the last day sum of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings Executive’s actual (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause x) Base Salary (andwhich, in the case event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Special Severance Payment, Base Salary in effect immediately prior to such payment will be to Executivereduction) and (y) Annual Bonus, in a lump sumeach case, for the three (3) equal fiscal years ending immediately prior to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year fiscal year in which the Executive’s Qualifying Termination occurs. For the avoidance of doubt, in no event shall the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date sum of the Executive’s Qualifying Termination Lump Sum Severance plus the Continued Salary Severance exceed two (2) times the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsAverage Compensation.

Qualifying Termination. Upon If, during the Term, (i) Executive resigns for Good Reason or (ii) the Bank terminates Executive’s employment other than for Cause or Disability (each, a “Qualifying Termination”), then, subject to Section 6 hereof: (1) the Bank shall pay to Executive in a lump sum in cash within thirty (30) days after the date of termination, the Executive will receive exact payment date to be determined by the Accrued Payments andBank, provided Executive’s Base Salary through the Executive remains in compliance with date of termination to the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits extent not theretofore paid (the “Severance BenefitsAccrued Salary”):), (ii) any earned and unpaid Annual Bonus for any year prior to the year in which the date of termination occurs, and (iii) any unreimbursed business expenses incurred by Executive on or before the date of termination; (a2) The Company Executive shall provide be entitled to receive a pro rata portion of the ExecutiveAnnual Bonus for the year in which the date of termination occurs, as severance, the following benefits: equal to (i) nine the Annual Bonus, if any, that would have been earned by Executive for such year if he had remained employed on such payment date, based on actual performance under applicable financial metrics, multiplied by (9ii) months a fraction, the numerator of which is the number of days worked by Executive during such final year and the denominator of which is 365 (the “Final Year Pro Rata Bonus”), and such Final Year Pro Rata Bonus shall be paid a single lump sum cash payment at the time such bonus awards are normally paid for such plan year; (3) the Bank shall pay to Executive an amount equal to the sum of (x) Executive’s then-current Base Salary plus (disregarding any reduction that may have given rise to Good Reasony) the average of the Annual Bonuses earned by Executive for each of the three (3) calendar years immediately preceding the year in which the date of termination occurs (the “Cash SeveranceNon-CIC Severance Payment”); provided, however, that if such Qualifying Termination occurs during the period beginning three months prior to, and ending eighteen (18) months after the closing of, a Change in Control (as defined in Exhibit A attached hereto), then the Bank shall pay to Executive an amount equal to two (2) times the sum of (i) Executive’s then-current Base Salary plus (ii) the average of the Annual Bonuses earned by Executive for each of the three calendar years immediately preceding the year in which the date of termination occurs (the “CIC Severance Payment”). The Subject to Sections 6 and 12 hereof, the Non-CIC Severance will Payment or the CIC Severance Payment, as applicable, shall be paid in equal bia single lump sum in cash within sixty (60) days following the date of termination (except that the excess of the CIC Severance Payment over the non-weekly installments as a continuation CIC Severance Payment on the Employerdate of the Qualifying Termination shall be paid within sixty (60) days following the date of the closing of the relevant Change in Control if the termination of employment occurs during the period beginning three months prior to and ending on the date of the Change in Control), the exact payment date to be determined by the Bank. For the avoidance of doubt, Executive shall not be entitled to receive both the CIC Severance Payment and the Non-CIC Severance Payment; (4) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s regular payroll eligible dependents would be entitled under Section 4980B of the Code (COBRA), then for twelve (12) months following the date of termination (the “COBRA Reimbursement Period”), the Bank shall pay to Executive monthly payments (the “COBRA Payments”) of an amount equal to the excess of (a) the COBRA cost of such coverage over (b) the amount that Executive would have had to pay for such coverage if he had remained employed during the COBRA Reimbursement Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items; provided, however, that (i) if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise, the Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; and (ii) the COBRA Reimbursement Period shall only run for the period during which Executive is eligible to elect health coverage under COBRA and timely elects such coverage; (5) the Bank shall continue to pay (no less frequently than monthly) Executive’s long-term disability premiums and life insurance premiums for Executive for a period of nine twelve (912) months (the “Severance PeriodOther Premium Payments”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and (ii6) If to the extent not theretofore paid or provided, the Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible for to receive under any plan, program, policy or practice or contract or agreement of the Bank and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect its affiliated companies (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (such other amounts and benefits shall be hereinafter referred to as the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment PeriodOther Benefits”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.

Qualifying Termination. Upon In addition, if Executive experiences a Qualifying TerminationTermination then, the Executive will receive the Accrued Payments and, provided the Executive remains in subject to Section 2(e) hereof and Executive’s continued compliance with the terms of this Agreement and has met the requirements of the Release Obligationhis obligations under Sections 4 - 7 hereof, the following severance benefits (the “Severance Benefits”): (a) The Company Executive shall provide the Executive, as severance, the following benefitsbe entitled to receive: (i) nine (9) months of an amount in cash equal to the Executive’s then-current Base Salary (Salary, disregarding any reduction that may have given in salary giving rise to Good Reason, payable in substantially equal installments in accordance with the Company’s normal payroll procedures (but not less frequently than monthly) over the 18-month period following the Date of Termination (the “Cash Salary Severance”). The ; provided, that such Salary Severance will be paid in equal bi-weekly installments as a continuation payments shall commence on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after effective date of the Executive’s Separation from ServiceRelease, provided and amounts otherwise payable prior to such first payroll date shall be paid on the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; andfirst payroll date without interest thereon; (ii) If a pro-rata portion of Executive’s Annual Bonus for the calendar year in which the Date of Termination occurs, had Executive is eligible remained employed through the payment date and based on the achievement of any applicable performance goals or objectives, pro-rated based on the number of days during such calendar year that Executive was employed by the Company, payable in a single cash lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the Date of Termination occurs; (iii) subject to Executive’s valid and timely elects continued election to continue healthcare coverage under Code Section 4980B and the regulations thereunder, the Company shall pay Executive after such termination of employment, on a monthly basis, an amount equal to the monthly amount of the COBRA continuation coverage premium for such month, at the same level and cost to Executive as immediately preceding the Date of Termination, under the Company group health plan coverage under in which Executive participated immediately preceding the Consolidated Omnibus Budget Reconciliation Act Date of 1985 or any state law Termination, less the amount of similar effect (“COBRA”) following Executive’s Qualifying portion of such monthly premium as in effect immediately preceding the Date of Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest earlier of (A) 18 months after the end Date of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), Termination; and (B) the date on which Executive and his family have obtained other substantially similar healthcare coverage; provided, however, that if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of Executive’s eligibility for the period of continuation coverage to be, exempt from the application of Code Section 409A under COBRATreasury Regulation Section 1.409A-1(a)(5), or (Cy) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references Company is otherwise unable to COBRA premiums shall not include any amounts payable by continue to cover Executive under a Section 125 its group health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums plans without potentially incurring financial costs or penalties under applicable law (including, including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, each remaining premium payment under this this sentence shall thereafter be paid to Executive in substantially equal monthly installments over the period specified in subsections (A) and (B) (or the remaining portion thereof); (iv) except as otherwise explicitly set forth in an individual award agreement evidencing a Time-Based Equity Award, each outstanding Time-Based Equity Award held by Executive as of the Date of Termination, other than any outstanding restricted stock units granted pursuant to that certain Restricted Stock Unit Award Agreement, by and between Executive and HoldCo dated December 27, 2017 (the “▇▇▇▇ ▇▇▇ Agreement” and such restricted stock units, the “2017 RSUs”), shall vest and, as applicable, become exercisable with respect to the number of shares underlying the Time-Based Equity Award that would otherwise have vested had Executive remained in continuous employment with the Company will instead pay through the 18-month anniversary of the Date of Termination, and assuming that the vesting schedule applicable to such Time-Based Equity Award is in substantially equal monthly installments through the vesting period. Each outstanding Equity Award held by Executive as of the Date of Termination that is not a Time-Based Equity Award shall be treated in accordance with the terms and conditions of the applicable award agreement and the Plan; and (v) any outstanding stock options covering the Class A common stock of HoldCo held by Executive on the last day Date of each remaining month of the COBRA Payment PeriodTermination, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier extent vested as of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or selfthe Qualifying Termination, shall remain exercisable until the three-employment. On the first payroll date following the effectiveness year anniversary of the Separation AgreementDate of Termination, but in no event beyond the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the outside expiration date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingseach such stock option.

Qualifying Termination. Upon Subject to Section 3(b) below and your continued compliance with the Confidentiality Agreement (as defined below), if your employment is terminated due to a Qualifying Termination, the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligationthen, the following severance benefits Company will provide you with: (i) payment of any Base Salary that is earned, due and payable to you up to and including the last day of employment; (ii) payment of any Performance Bonus that was earned, but not yet paid, on the date of termination; (iii) an amount equal to 12 months of your Base Salary then in effect (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) nine (9) months of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The Severance will be paid , payable in substantially equal biinstallments in accordance with the Company’s normal payroll practices over the 12-weekly installments as a continuation on month period following the Employer’s regular payroll for a period termination of nine (9) months your employment (the “Severance Period”), beginning no later than with such installments commencing on the first regularly-scheduled regular payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled effective date of the Release Obligation. The Severance will (as defined below), and amounts otherwise payable prior to such first payroll date shall be paid on such date without interest thereon; (iv) subject to all applicable withholding insurer approval and deductions; and (ii) If Executive is eligible for and timely elects any required exclusions, continued group health plan coverage participation under the Consolidated Omnibus Budget Reconciliation Act Company benefits plans for the minimum period required pursuant to applicable employment or labour standards legislation; (v) the minimum amount of 1985 vacation pay as may then be required to be paid to your pursuant to applicable employment or labour standards legislation; (vi) all outstanding Time Vesting Awards (as defined below) shall, to the extent then-unvested, vest (and, as applicable, become exercisable) on an accelerated basis as of the Termination Date with respect to the number of shares underlying the award that would have vested had you remained in continuous employment during the 24-month period following the Termination Date; provided, however, that, with respect to any state law of similar effect (“COBRA”) following Executive’s Qualifying TerminationTime Vesting Award that vests on a quarterly basis, the Company will pay Executive’s COBRA group health insurance premiums number of Parent shares that become vested in accordance with the foregoing shall be calculated assuming that the vesting schedule for such award is monthly (rather than quarterly) over the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to vesting period from the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Codeapplicable vesting commencement date. Notwithstanding the foregoing, if at any time in the Company determinesevent that such Qualifying Termination occurs during the 24-month period following the date on which a Change in Control is consummated, in its sole discretionall of your then-outstanding Time Vesting Awards shall, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that monthextent then-unvested, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause become fully vested (and, in the case as applicable, exercisable) on an accelerated basis as of the Special Severance PaymentTermination Date; and (vii) to the extent that the compensation and benefits set out above do not fully satisfy your entitlements under the applicable employment or labour standards legislation, such payment will and provision of any additional compensation and benefits that are then required to be paid or provided to Executivethe you to satisfy your minimum entitlements under the applicable employment or labour standards legislation. For absolute clarity, in a lump sum) equal to no case will you receive less than the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all minimum payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith benefits that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.are then

Qualifying Termination. Upon Subject to Section 4(a)(ii), if during the Term there is a Qualifying Termination, the Executive will then you shall be eligible to receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements each of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefitsfollowing: (iA) nine cash severance payments (9) months of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The ) in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date being paid, subject to Section 14 below, in eleven monthly pro-rata installments with the first installment of Cash Severance will be being paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (60th day after your Separation from Service from the “Severance Period”), beginning no later than Company and the last installment being paid on the first regularly-scheduled payroll date following anniversary of the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductionsTermination Date; and (iiB) If Executive is eligible to the extent permitted by applicable laws without incurring statutory penalties, the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for and timely elects continued all group employee health plan benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executiveto the same extent provided by the Company’s Qualifying Termination, group health plans immediately before the Company will pay Executive’s Termination Date (“COBRA Benefits”) for twelve (12) months after the Termination Date or until you become eligible for group health insurance premiums benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (the “COBRA Severance”i) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of at any time either before or during the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), of time you are receiving benefits under this subsection (B) or section 4(a)(ii)(b) below, to inform the expiration Company promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of Executive’s eligibility for continuation your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage under COBRA, or entitlement period; and (C) any equity compensation awards (including the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes Options (if granted)) previously granted to you (but excluding any portion of this Section, references any performance awards which are/were forfeited due to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under failure to achieve the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 requisite performance objectives) which are outstanding and unvested as of the Public Health Service Act), the Company will instead pay Executive Termination Date shall become incrementally vested and exercisable on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying an accelerated basis as if your Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsDate occurred one year later.

Qualifying Termination. Upon (a) The Company may terminate the Executive’s employment hereunder without Cause at any time upon written notice to the Executive. In addition, Executive’s employment hereunder will terminate upon the expiration of the Term. If the Transition Date occurs as a result of (1) the expiration of the Term, or (2) the termination of the Executive’s employment by the Company without Cause during the Term (either such termination of employment, a “Qualifying Termination”), the Executive shall be entitled to receive the Accrued Rights and any Accrued Retention Bonus. (b) In addition to the Accrued Rights and any Accrued Retention Bonus, in the event of the occurrence of the Transition Date as a result of a Qualifying Termination, subject to Section 6.5, the Executive will be entitled to receive as severance Executive’s Base Salary then in effect at the time of such termination for a period of eighteen (18) months following the Transition Date (the “Severance Period”). Such payments will be made in equal installments over the Severance Period in accordance with the Payroll Policies, Section 9 hereof and the terms of the Release (as defined below). The parties agree and acknowledge that this Section 6.3(b) of the Agreement provides Executive contractual rights to the same amount of severance payments that Executive is entitled to pursuant to Section 6.3 of the Employment Agreement. (c) Subject to Section 6.5, in the event of the occurrence of the Transition Date as a result of a Qualifying Termination, the Executive will receive also be entitled during the Accrued Payments and, provided Severance Period to payment to the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release ObligationCompany’s portion of post-employment Company-sponsored health insurance premiums under COBRA (at the same levels and costs in effect on the Transition Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) and subject to Executive’s valid election to continue healthcare coverage under COBRA, to the extent permissible under the Company’s health insurance plans, including, if permitted and still maintained by the Company and/or Benicomp (as may be amended, modified or terminated by the Company from time to time), subject to applicable taxes and withholdings; provided, that if the Executive becomes covered by the health insurance policy of any subsequent employer during the Severance Period, the following severance benefits (continuation of such health insurance coverage and premium payment by the “Severance Benefits”):Company shall cease. (ad) The Company shall provide Subject to Section 6.5, in the Executiveevent of the occurrence of the Transition Date as a result of a Qualifying Termination, as severance, the following benefits: (i) nine (9) months such a portion of the Executive’s thenoutstanding and unvested time-current Base Salary (disregarding any reduction that may have given rise based restricted stock units and stock option awards granted to Good Reason) the Executive on October 3, 2022 (the “Cash SeveranceSubject Awards”) and scheduled to vest on October 3, 2023 shall vest as if the Executive had remain continuously employed with the Company through such date (the “Equity Acceleration Benefit”). The Severance will be paid in equal bi-weekly installments Subject to Section 6.5, the Equity Acceleration Benefit shall occur as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release ObligationEffective Date (as defined below). The Severance will Subject to Section 6.5, Executive and/or his affiliated trusts shall be subject permitted to all applicable withholding and deductions; and (ii) If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that monthretain, subject to applicable tax withholdings the terms and conditions of grant documents and the Eighth Amended and Restated Agreement of Limited Partnership of Karman Topco L.P. as amended, supplemented or otherwise modified from time to time, (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be 1) all vested Common Series C Units previously granted to Executive, in and (2) all Common Series C-2 Units previously granted to Executive. Company further agrees and acknowledges that it shall not purchase such units Common Series C Units or Common Series C-2 Units by means of a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, andpromissory note. (be) If, following the end of the Bonus Year in which the Executive’s Following a Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant shall have no further rights to the payment timing provisions any compensation or any other benefits except as set forth in this Section 6.3 or as otherwise set forth in Section 2.2, subject to all applicable deductions and withholdings5.7.

Qualifying Termination. Upon In addition, if Executive experiences a Qualifying TerminationTermination then, the Executive will receive the Accrued Payments and, provided the Executive remains in subject to Section 2(e) hereof and Executive’s continued compliance with the terms of this Agreement and has met the requirements of the Release Obligationhis obligations under Sections 4 - 7 hereof, the following severance benefits (the “Severance Benefits”): (a) The Company Executive shall provide the Executive, as severance, the following benefitsbe entitled to receive: (i) nine (9) months of an amount in cash equal to the Executive’s then-current Base Salary (Salary, disregarding any reduction that may have given in salary giving rise to Good Reason, payable in substantially equal installments in accordance with the Company’s normal payroll procedures (but not less frequently than monthly) over the 15-month period following the Date of Termination (the “Cash Salary Severance”). The ; provided, that such Salary Severance will be paid in equal bi-weekly installments as a continuation payments shall commence on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after effective date of the Executive’s Separation from ServiceRelease, provided and amounts otherwise payable prior to such first payroll date shall be paid on the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; andfirst payroll date without interest thereon; (ii) If a pro-rata portion of Executive’s Annual Bonus for the calendar year in which the Date of Termination occurs, had Executive is eligible remained employed through the payment date and based on the achievement of any applicable performance goals or objectives, pro-rated based on the number of days during such calendar year that Executive was employed by the Company, payable in a single cash lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the Date of Termination occurs; (iii) subject to Executive’s valid and timely elects continued election to continue healthcare coverage under Code Section 4980B and the regulations thereunder, the Company shall pay Executive after such termination of employment, on a monthly basis, an amount equal to the monthly amount of the COBRA continuation coverage premium for such month, at the same level and cost to Executive as immediately preceding the Date of Termination, under the Company group health plan coverage under in which Executive participated immediately preceding the Consolidated Omnibus Budget Reconciliation Act Date of 1985 or any state law Termination, less the amount of similar effect (“COBRA”) following Executive’s Qualifying portion of such monthly premium as in effect immediately preceding the Date of Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest earlier of (A) 18 months after the end Date of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), Termination; and (B) the date on which Executive and his family have obtained other substantially similar healthcare coverage; provided, however, that if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of Executive’s eligibility for the period of continuation coverage to be, exempt from the application of Code Section 409A under COBRATreasury Regulation Section 1.409A-1(a)(5), or (Cy) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references Company is otherwise unable to COBRA premiums shall not include any amounts payable by continue to cover Executive under a Section 125 its group health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums plans without potentially incurring financial costs or penalties under applicable law (including, including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, each remaining premium payment under this this sentence shall thereafter be paid to Executive in substantially equal monthly installments over the period specified in subsections (A) and (B) (or the remaining portion thereof); (iv) except as otherwise explicitly set forth in an individual award agreement evidencing a Time-Based Equity Award, each outstanding Time-Based Equity Award held by Executive as of the Date of Termination shall vest and, as applicable, become exercisable with respect to the number of shares underlying the Time-Based Equity Award that would otherwise have vested had Executive remained in continuous employment with the Company will instead pay through the 15-month anniversary of the Date of Termination, and assuming that the vesting schedule applicable to such Time-Based Equity Award is in substantially equal monthly installments through the vesting period. Each outstanding Equity Award held by Executive as of the Date of Termination that is not a Time-Based Equity Award shall be treated in accordance with the terms and conditions of the applicable award agreement and the Plan; and (v) any outstanding stock options covering the Class A common stock of HoldCo held by Executive on the last day Date of each remaining month of the COBRA Payment PeriodTermination, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier extent vested as of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or selfthe Qualifying Termination, shall remain exercisable until the three-employment. On the first payroll date following the effectiveness year anniversary of the Separation AgreementDate of Termination, but in no event beyond the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the outside expiration date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingseach such stock option.

Qualifying Termination. Upon a Qualifying Termination, Notwithstanding the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefitsforegoing: (i) nine (9) months In the event of the ExecutiveParticipant’s thenQualifying Termination prior to the completion of the Performance Period applicable to an Award (and any associated Dividend Equivalent Amount), a portion of the RSUs which may be earned under the Award will become earned, with the actual number of earned RSUs determined as follows: (A) with respect to Tranches 1 and 2, based on actual performance through the most recently completed fiscal quarter measured against the Performance Components as pro-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The Severance will be paid in equal bi-weekly installments as a continuation rated based on the Employer’s regular payroll for a period number of nine fiscal quarters completed prior to the Termination Date relative to the total number of fiscal quarters in the Performance Period; and (9B) months with respect to Tranche 3, based on actual performance through the Termination Date measured against the Performance Components based on actual performance through the Termination Date; provided, that any performance criteria based on the achievement of company-wide strategic objectives or satisfaction of individual performance criteria shall be deemed achieved or satisfied at target level (the “Severance Period”as applicable), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and (ii) If Executive is eligible for The number of earned RSUs calculated in accordance with Section 3(b)(i) which become vested (and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”associated Dividend Equivalent Amount) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date number of days in the applicable Performance Period completed prior to the Termination Date, and such pro-rated number of earned RSUs under the Award shall be deemed vested in full and settled pursuant to Section 2(d), with the “Vesting Date” meaning the Termination Date. (iii) In the event of the ExecutiveParticipant’s Qualifying Termination after the completion of the Performance Period applicable to an Award, but prior to the last Vesting Date applicable to the earned RSUs granted under such Award, all such earned RSUs shall become vested as of the Termination Date. In such case, the number of earned RSUs (and any associated Dividend Equivalent Amount) under the Award shall be deemed vested in full and settled pursuant to Section 2(d), with the “Bonus Severance”). Vesting Date” meaning the Termination Date. (iv) The Bonus Severance will levels of achievement with respect to any Performance Components shall be paid adjusted from time to time by the Executive pursuant to Committee as it deems equitable and necessary in light of acquisitions, dispositions and other transactions or extraordinary or one time events that impact the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsCompany’s operations.

Qualifying Termination. Upon Subject to Section 4(a)(ii), if during the Term there is a Qualifying Termination, the Executive will then you shall be eligible to receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements each of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefitsfollowing: (iA) nine cash severance payments (9) months of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The ) in an aggregate amount equal to fifty percent (50%) of your annual Base Salary as in effect on your Termination Date being paid, subject to Section 14 below, in five monthly pro-rata installments with the first installment of Cash Severance will be being paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) 60th day after the Executive’s your Separation from Service, provided Service from the Executive has fulfilled Company and the Release Obligation. The Severance will be subject to all applicable withholding and deductionslast installment being paid on the six month anniversary of the Termination Date; and (iiB) If Executive is eligible to the extent permitted by applicable laws without incurring statutory penalties, the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for and timely elects continued all group employee health plan benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executiveto the same extent provided by the Company’s Qualifying Termination, group health plans immediately before the Company will pay Executive’s Termination Date (“COBRA Benefits”) for six (6) months after the Termination Date or until you become eligible for group health insurance premiums benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (the “COBRA Severance”i) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of at any time either before or during the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), of time you are receiving benefits under this subsection (B) or section 4(a)(ii)(b) below, to inform the expiration Company promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of Executive’s eligibility for continuation your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage under COBRA, or entitlement period; and (C) any equity compensation awards (including the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes Option (if granted)) previously granted to you (but excluding any portion of this Section, references any performance awards which are/were forfeited due to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under failure to achieve the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 requisite performance objectives) which are outstanding and unvested as of the Public Health Service Act), the Company will instead pay Executive Termination Date shall become incrementally vested and exercisable on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings an accelerated basis as if your Termination Date occurred six (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum6) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdingsmonths later.

Qualifying Termination. Upon a Qualifying TerminationIf, at any time during the Vesting Period, the Executive will receive Participant ceases to be employed by the Accrued Payments andEmployer, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the date of such termination of employment is referred to as the Participant’s “Severance BenefitsDate”): (a) The Company shall provide the Executive, as severance, the following benefits: a result of (i) nine the Participant’s death or Disability or (9ii) months a termination of employment by the Employer without Cause or by Participant for Good Reason (each as defined herein), then, subject to the following paragraph and the release requirement set forth in the last paragraph of this Section 8(a), (x) the Performance LTIP Units will remain outstanding during the remainder of the ExecutiveVesting Period and will remain subject to Section 3, and (y) the Participant will vest with respect to the number of Performance LTIP Units that would have vested in accordance with Section 3, if any, had the Participant remained employed until the end of the Vesting Period. In the event Participant’s then-current Base Salary termination of service is due to a “Qualifying Retirement” during the Performance Period (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The Severance will be paid as defined in equal bi-weekly installments Healthpeak’s Retirement Policy as a continuation in effect on the Employer’s regular payroll for a period of nine (9) months (the “Severance Period”Award Date), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance Performance LTIP Units will be subject to all applicable withholding the pro rata vesting treatment set forth in Healthpeak’s Retirement Policy (and deductions; and the requirements set forth therein). In the event that the Participant’s employment terminates in the circumstances described in the preceding paragraph (iiincluding a Qualifying Retirement) If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, Date occurs on or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on before the last day of each remaining month the fourth year of the COBRA Payment Performance Period, a fully taxable cash payment equal or after the Severance Date and before the last day of the fourth year of the Performance Period, an Interim Date (as defined in Exhibit A) has been or is established with respect to the COBRA premiums Peer Group (as such term is defined in Exhibit A), the Performance Period will end on such Interim Date (in the event there has been more than one Interim Date on or prior to the Severance Date, the most recent Interim Date on or prior to the Severance Date; and in the event that there has been an Interim Date on or prior to the Severance Date, any new Interim Date after the Severance Date shall be disregarded) and there will be no new or additional measurement period with respect to the Peer Group after such Interim Date as otherwise provided for in Exhibit A. In such circumstances, the determination as to whether the Corporation has attained the performance goals set forth in Exhibit A with respect to the Peer Group for the Performance Period shall be made by the Committee based solely on performance through such applicable Interim Date, such determination to be made no later than March 15 of the year that month, subject follows the later of the Severance Date or the applicable Interim Date as to applicable tax withholdings the Peer Group (such amount, determination to be the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment Committee Determination as to the insurer under this clause (andPeer Group). In such circumstances, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal any Performance LTIP Units corresponding to the aggregate amount of payments Peer Group that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based are not vested on the date of such Committee Determination (after giving effect to such Committee Determination) shall be cancelled and forfeited. No additional Performance LTIP Units will vest pursuant to Section 8(b) or Exhibit A with respect to performance after, or a Change in Control Event that occurs after, the Executive’s Qualifying Termination (the “Bonus Severance”)applicable Interim Date. The Bonus Severance will be paid Any benefit to the Executive Participant pursuant to the payment timing provisions preceding paragraphs of this Section 8 (including in connection with a Qualifying Retirement, but other than in connection with the Participant’s death) is subject to the condition that (i) the Participant has fully executed a valid and effective release (in the form attached to the Healthpeak Severance Plan or, if such release is executed on or after a Change in Control Event, in the form attached to the Healthpeak CIC Severance Plan, in each case for terminations governed by such severance plan, or in such other form as the Committee may reasonably require in the circumstances, including as set forth in Section 2.2Healthpeak’s Retirement Policy, subject which other form shall include the Corporation, the Partnership and their related persons as releasees and otherwise be substantially similar to all the form attached to the Healthpeak Severance Plan or the Healthpeak CIC Severance Plan, as the case may be, and in any case that would otherwise apply in the circumstances but with such changes as the Committee may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable deductions laws), (ii) such executed release is delivered by the Participant to Healthpeak and withholdingsthe Corporation, so that it is received by Healthpeak and the Corporation in the time period specified below, and (iii) such release is not revoked by the Participant (pursuant to any revocation rights afforded by applicable law). In order to satisfy the requirements of this paragraph, the Participant’s release referred to in the preceding sentence must be delivered by the Participant to Healthpeak and the Corporation so that it is received by Healthpeak and the Corporation no later than twenty-five (25) calendar days after the Participant’s Severance Date (or such later date as may be required for an enforceable release of the Participant’s claims under the United States Age Discrimination in Employment Act of 1967, as amended (“ADEA”), to the extent the ADEA is applicable in the circumstances, in which case the Participant will be provided with either twenty-one (21) or forty-five (45) days, depending on the circumstances of the termination, to consider the release). In addition, Healthpeak and the Corporation may require that the Participant’s release be executed no earlier than the Participant’s Severance Date.

Qualifying Termination. Upon If, during the Term, (i) Executive resigns for Good Reason or (ii) the Bank terminates Executive’s employment other than for Cause or Disability (each, a “Qualifying Termination”), then, subject to Section 6 hereof: (1) the Bank shall pay to Executive in a lump sum in cash within thirty (30) days after the date of termination, the Executive will receive exact payment date to be determined by the Accrued Payments andBank, provided Executive’s Base Salary through the Executive remains in compliance with date of termination to the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits extent not theretofore paid (the “Severance BenefitsAccrued Salary”):), (ii) any earned and unpaid Annual Bonus for any year prior to the year in which the date of termination occurs, and (iii) any unreimbursed business expenses incurred by Executive on or before the date of termination; (a2) The Company Executive shall provide be entitled to receive a pro rata portion of the ExecutiveAnnual Bonus for the year in which the date of termination occurs, as severance, the following benefits: equal to (i) nine the Annual Bonus, if any, that would have been earned by Executive for such year if he had remained employed on such payment date, based on actual performance under applicable financial metrics, multiplied by (9ii) months a fraction, the numerator of which is the number of days worked by Executive during such final year and the denominator of which is 365 (the “Final Year Pro Rata Bonus”), and such Final Year Pro Rata Bonus shall be paid a single lump sum cash payment at the time such bonus awards are normally paid for such plan year; (3) the Bank shall pay to Executive an amount equal to the sum of (x) Executive’s then-current Base Salary plus (disregarding any reduction that may have given rise to Good Reasony) the average of the Annual Bonuses earned by Executive for each of the three (3) calendar years immediately preceding the year in which the date of termination occurs (the “Cash SeveranceNon-CIC Severance Payment”); provided, however, that if such Qualifying Termination occurs during the period beginning three months prior to, and ending eighteen (18) months after the closing of, a Change in Control (as defined in Exhibit A attached hereto), then the Bank shall pay to Executive an amount equal to two (2) times the sum of (i) Executive’s then-current Base Salary plus (ii) the average of the Annual Bonuses earned by Executive for each of the three calendar years immediately preceding the year in which the date of termination occurs (the “CIC Severance Payment”). The Subject to Sections 6 and11 hereof, the Non-CIC Severance will Payment or the CIC Severance Payment, as applicable, shall be paid in equal bia single lump sum in cash within sixty (60) days following the date of termination (except that the excess of the CIC Severance Payment over the non-weekly installments as a continuation CIC Severance Payment on the Employerdate of the Qualifying Termination shall be paid within sixty (60) days following the date of the closing of the relevant Change in Control if the termination of employment occurs during the period beginning three months prior to and ending on the date of the Change in Control), the exact payment date to be determined by the Bank. For the avoidance of doubt, Executive shall not be entitled to receive both the CIC Severance Payment and the Non-CIC Severance Payment; (4) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s regular payroll eligible dependents would be entitled under Section 4980B of the Code (COBRA), then for twenty-four (24) months following the date of termination (the “COBRA Reimbursement Period”), the Bank shall pay to Executive monthly payments (the “COBRA Payments”) of an amount equal to the excess of (a) the COBRA cost of such coverage over (b) the amount that Executive would have had to pay for such coverage if he had remained employed during the COBRA Reimbursement Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items; provided, however, that (i) if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise, the Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; and (ii) the COBRA Reimbursement Period shall only run for the period during which Executive is eligible to elect health coverage under COBRA and timely elects such coverage; (5) the Bank shall continue to pay (no less frequently than monthly) Executive’s long-term disability premiums and life insurance premiums for Executive for a period of nine twelve (912) months (the “Severance PeriodOther Premium Payments”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and (ii6) If to the extent not theretofore paid or provided, the Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible for to receive under any plan, program, policy or practice or contract or agreement of the Bank and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect its affiliated companies (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (such other amounts and benefits shall be hereinafter referred to as the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment PeriodOther Benefits”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.

Qualifying Termination. Upon a Qualifying Termination, the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) nine twelve (912) months of the Executive’s then-current Base Salary (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”). The Severance will be paid in equal bi-weekly installments as a continuation on the Employer’s regular payroll for a period of nine twelve (912) months (the “Severance Period”), beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after the Executive’s Separation from Service, provided the Executive has fulfilled the Release Obligation. The Severance will be subject to all applicable withholding and deductions; and (ii) If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following Executive’s Qualifying Termination, the Company will pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive and Executive’s eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following Executive’s Qualifying Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Separation Agreement, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the Separation Date, with the balance of the payments paid thereafter on the schedule described above. If Executive becomes eligible for coverage under another employer’s group health plan, Executive must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease, and (b) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Bonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, subject to all applicable deductions and withholdings.