Common use of Qualifying Termination Clause in Contracts

Qualifying Termination. If, during the Term, Executive’s employment is terminated as a result of a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”) (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) 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 payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; (ii) the date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if 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 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 2016 Stock Award and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full term.

Qualifying Termination. If, during the Term, Executive’s If your employment is terminated during the Term without Cause (as a result of a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery by the Company or by you for “Good Reason” (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”as defined below) (the period between the each, a “Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodTermination”), Executive the Company shall be entitled pay you (or cause to receive occur, as applicable) each of the following: (aA) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“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 lump sum payment equal to two pro-rated cash Performance Bonus, calculated as follows: the product of (2x) times Executive's Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, 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. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid within sixty (60) days following such termination; provided that, if to you no later than the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in January 15th day of the second taxable yearthird month immediately following the fiscal year in which the Qualifying Termination has occurred; (bC) if Executive the Company will continue to pay the cost (and his dependentsto the same extent that the Company was doing so immediately before the Termination Date) timely elects to continue health care for all group employee benefit coverage continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group 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, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: . You agree (i) at any time either before or during the eighteen period of time you are receiving benefits under this subsection (18) month anniversary of C), to inform the Qualifying Termination; (ii) the date on which Executive becomes Company promptly in writing if you become eligible for to receive group health care coverage from a subsequent another employer; and (iiiii) that you may not increase the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingnumber of your designated dependents, if Flagstar’s making payments under any, during this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (the “ACA”), or result in the imposition time unless you do so at your own expense. The period 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 ACAsuch COBRA Benefits shall be considered part of your COBRA coverage entitlement period; and (cD) notwithstanding the terms “Accrued Obligations” (defined below) as of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”)Termination Date. For avoidance of doubt, the Company 2006 Equity Incentive Planpayments 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, as amended, then no payments or any applicable award documents, all benefits will otherwise be provided again under either one of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termthese subsections.

Qualifying Termination. If, during the Term, Executive’s If your employment is terminated during the Term without Cause (as a result of a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery by the Company or by you for “Good Reason” (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”as defined below) (the period between the each, a “Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodTermination”), Executive the Company shall be entitled pay you (or cause to receive occur, as applicable) each of the following: (aA) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“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 lump sum payment equal to two pro-rated cash Performance Bonus, calculated as follows: the product of (2x) times Executive's Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, 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. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid within sixty (60) days following such termination; provided that, if to you no later than the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in January 15th day of the second taxable yearthird month immediately following the fiscal year in which the Qualifying Termination has occurred; (bC) if Executive the Company will continue to pay the cost (and his dependentsto the same extent that the Company was doing so immediately before the Termination Date) timely elects to continue health care for all group employee benefit coverage continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group 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, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: . You agree (i) at any time either before or during the eighteen period of time you are receiving benefits under this subsection (18) month anniversary of C), to inform the Qualifying Termination; (ii) the date on which Executive becomes Company promptly in writing if you become eligible for to receive group health care coverage from a subsequent another employer; and (iiiii) that you may not increase the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingnumber of your designated dependents, if Flagstar’s making payments under any, during this Section 2.1(c) would violate the nondiscrimination rules applicable 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 non-grandfathered plans under the Affordable Care Act or any 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 ACAyou; and (cD) notwithstanding the terms “Accrued Obligations” (defined below) as of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”)Termination Date. For avoidance of doubt, the Company 2006 Equity Incentive Planpayments 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, as amended, then no payments or any applicable award documents, all benefits will otherwise be provided again under either one of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termthese subsections.

Qualifying Termination. If, during the Term, Executive’s If your employment is terminated during the Term without Cause (as a result of a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery by the Company or by you for “Good Reason” (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”as defined below) (the period between the each, a “Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodTermination”), Executive the Company shall be entitled pay you (or cause to receive occur, as applicable) each of the following: (aA) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“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 lump sum payment equal to two pro-rated cash Performance Bonus, calculated as follows: the product of (2x) times Executive's Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, 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. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid within sixty (60) days following such termination; provided that, if to you no later than the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in January 15th day of the second taxable yearthird month immediately following the fiscal year in which the Qualifying Termination has occurred; (bC) if Executive the Company will continue to pay the cost (and his dependentsto the same extent that the Company was doing so immediately before the Termination Date) timely elects to continue health care for all group employee benefit coverage continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group 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, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: . You agree (i) at any time either before or during the eighteen period of time you are receiving benefits under this subsection (18) month anniversary of C), to inform the Qualifying Termination; (ii) the date on which Executive becomes Company promptly in writing if you become eligible for to receive group health care coverage from a subsequent another employer; and (iiiii) that you may not increase the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingnumber of your designated dependents, if Flagstar’s making payments under any, during this Section 2.1(c) would violate the nondiscrimination rules applicable 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 non-grandfathered plans under the Affordable Care Act or any 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 ACAyou; and (cD) notwithstanding the terms “Accrued Obligations” (defined below) as of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”)Termination Date. For avoidance of doubt, the Company 2006 Equity Incentive Planpayments 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, as amended, then no payments or any applicable award documents, all benefits will otherwise be provided again under either one of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termthese subsections.

Qualifying Termination. If, during the Term, Executive’s you are no longer serving as the Chief Executive Officer of the Company because either (1) the Company has terminated your employment is terminated as a result of a Qualifying Termination, Chief Executive shall be entitled to receive the Accrued Amounts Officer without “Cause” (defined below), or (2) and, subject to Executive's timely execution and delivery you resign as Chief Executive Officer for “Good Reason” (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”as defined below) (the period between the each, a “Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodTermination”), Executive the Company shall be entitled pay you (or cause to receive occur, as applicable) each of the following: (aA) a lump sum payment cash severance installment payments in an aggregate amount equal to two hundred percent (2200%) times Executive's of your annual Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program as in effect on your “Qualifying Termination Date” (as defined below) (“AIPCash Severance”) for with the first installment of Cash Severance (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 monthly pro-rata installments commencing four months after the Termination Date such that the last installment is paid on the second 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 occursoccurred, 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 fiscal year prior to the Qualifying Termination Date and the denominator of which is 365 days. You shall also be eligible for a discretionary bonus (as determined by the Board or a compensation committee of 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 (d)(i)(B) (collectively, a “Pro-Rated Bonus”) shall be paid within sixty (60) days following such termination; provided that, if to you no later than the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in January 15th day of the second taxable yearthird month immediately following the fiscal year in which the Qualifying Termination has occurred; (bC) if Executive the Company will continue to pay the cost (and his dependentsto the same extent that the Company was doing so immediately before the Qualifying Termination Date) timely elects to continue health care for all group employee benefit coverage continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Qualifying Termination 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 reimburse Executive continue to pay the cost (and his dependentsto the same extent that the Company was doing so immediately before the Qualifying Termination Date) monthly of all other benefits being provided to you immediately prior to the Qualifying Termination Date (the “Other Benefits”), for COBRA healthcare continuation premiums until the earlier of: (i) the 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 continued after the Qualifying Termination) and shall be paid until the earlier of (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 “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 anniversary 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 vesting period, shall automatically vest and become exercisable as of the Qualifying TerminationTermination Date. 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 (including without limitation the “Performance 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 (24) 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); (iiy) the scheduled expiration date of the Options or other equity incentives; or (z) the date on which Executive becomes eligible for health care coverage from the Options are canceled (and not substituted or assumed) pursuant to a subsequent employer; and Change in Control (iiidefined below) or merger or acquisition or similar transaction involving the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if 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 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 ACACompany; and (cE) notwithstanding the terms “Accrued Obligations” (defined below) as of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”)Termination Date. For avoidance of doubt, the Company 2006 Equity Incentive Planpayments 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, as amended, then no payments or any applicable award documents, all benefits will otherwise be provided again under either one of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termthese subsections.

Qualifying Termination. IfExcept as applies under paragraph 4(b), during if prior to the Termexpiration of the Employment Period (without regard to any early termination of the Employment Period as set forth in this paragraph 4), Executive’s employment by the Company is terminated as without Cause or by Executive pursuant to a result of a Qualifying Constructive Termination, or the Company gives Executive notice pursuant to paragraph 1 of this Agreement that it is not renewing the Employment Period, then (i) the Employment Period shall be deemed to have ended as of the date of the termination of employment or the end of the Employment Period in the case of non-renewal (the “Termination Date”), and (ii) Executive shall be entitled to receive (A) all earned and accrued Base Salary through the Accrued Amounts (defined below) Termination Date, any then accrued and unpaid Bonus for any fiscal year of the Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date, and, subject to Executive's the timely execution and delivery (and non-revocation) submission of a general release and waiver required documentation, all unpaid, reimbursable Expenses as of claims in substantially the form set forth in Exhibit A Termination Date (the “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodAccrued Obligations”), Executive shall be entitled and subject to receive the following: Executive’s continued compliance with paragraphs 6, 7 and 8 hereof, (aB) a lump sum payment an amount equal to two the the product of (2x) times one (1) and (y) the sum of Executive's ’s (I) Base Salary and target bonus from (II) Target Bonus in effect on the Termination Date, payable in equal monthly installments, in accordance with the Company’s Annual Incentive Program or such successor plan or program normal payroll practices in effect on the Termination Date, for the twelve (12) month period following the Termination Date, (C) an amount (the “AIPPro-Rata Amount”) equal to the product of (p) the percentage of the days in the applicable calendar year that Executive is employed by the Company and (q) Executive’s annual Bonus for such full year if Executive’s employment had not terminated (without regard to any subjective performance goals), payable in accordance with paragraph 3(b) hereof, (D) continued Benefits during the fiscal year in which period beginning on 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 Date and ends in another taxable year, payment shall not be made until ending on the first payroll period in January to occur of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; (iixx) the date twelve (12) months after the Termination Date and (yy) the first date after the date hereof on which Executive becomes eligible for health care coverage accepts employment from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if 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 company or any 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 other entity other than a manner as is necessary to comply with the ACA; and (c) notwithstanding the terms member of the Company 2016 Stock Award Group, and Incentive Plan (E) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of services commonly provided to a person in a position comparable to Executive’s then-outstanding unvested stock shall become fully vested position with the Company, subject, in each case, to withholding and exercisable for the remainder of their full termother appropriate deductions.

Qualifying Termination. If, during the Term, Executive’s 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 as a result of due to a Qualifying Termination, Executive shall then you will be entitled eligible to receive the Accrued Amounts (defined below) and, items set forth below subject to Executive's your timely execution compliance with Section 6(e) and delivery (and non-revocation) further provided that no payments for such Qualifying Termination shall be made until on or after the date of a general release “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and waiver President between July 1 and September 15 of claims in substantially a given fiscal year, the form set forth in Exhibit A 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 “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodEarned Bonus”), Executive shall be entitled to receive the following:; (aii) The Company shall pay you a lump sum payment equal pro rata portion of any bonus payable pursuant to two (2Section 3(b) times Executive's Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for above in respect of the fiscal year in which the Qualifying Termination Date occurs, if 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 your Termination Date (the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance 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 practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this Agreement, you may resign your employment from the Company as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the 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 has not cured or remedied the Good Reason event within thirty (30) days after its receipt of 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 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 payroll period in January of the second taxable year; (b) if Executive (and his dependents) initial existence of a Good Reason event. Failure to timely elects provide such written notice to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company or failure to timely resign your employment for Good Reason means that you will reimburse Executive (be deemed to have consented to and his dependents) monthly for COBRA healthcare continuation premiums until waived the earlier of: (i) Good Reason event. If the eighteen (18) month anniversary of Company does timely cure or remedy the Qualifying Termination; (ii) the date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingGood Reason event, if Flagstar’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable then you may either resign your employment without Good Reason or you may continue to non-grandfathered plans under the Affordable Care Act or any 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 remain employed subject 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 2016 Stock Award and Incentive Plan (the this Agreement. “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full term.Good Reason” means:

Qualifying Termination. If, during the Term, Executive’s If your employment is terminated during the Term without Cause (as a result of a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery by the Company or by you for “Good Reason” (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”as defined below) (the period between the each, a “Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodTermination”), Executive the Company shall be entitled pay you (or cause to receive occur, as applicable) each of the following: (aA) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“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 lump sum payment equal to two pro-rated cash Performance Bonus, calculated as follows: the product of (2x) times Executive's Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, 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. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid within sixty (60) days following such termination; provided that, if to you no later than the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in January 15th day of the second taxable yearthird month immediately following the fiscal year in which the Qualifying Termination has occurred; (bC) if Executive the Company will continue to pay the cost (and his dependentsto the same extent that the Company was doing so immediately before the Termination Date) timely elects to continue health care for all group employee benefit coverage continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group 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, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: . You agree (i) at any time either before or during the eighteen period of time you are receiving benefits under this subsection (18) month anniversary of C), to inform the Qualifying Termination; (ii) the date on which Executive becomes Company promptly in writing if you become eligible for to receive group health care coverage from a subsequent another employer; and (iiiii) that you may not increase the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingnumber of your designated dependents, if Flagstar’s making payments under any, during this Section 2.1(c) would violate the nondiscrimination rules applicable 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 non-grandfathered plans under the Affordable Care Act or any 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 ACAyou; and (cD) notwithstanding the terms “Accrued Obligations” (defined below) as of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”)Termination Date. For avoidance of doubt, the Company 2006 Equity Incentive Planpayments 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, as amended, then no payments or any applicable award documents, all benefits will otherwise be provided again under either one of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termthese subsections.

Qualifying Termination. If, during In the Term, Executive’s employment is terminated as a result event of a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, then subject to Executive's timely execution you (i) continuing to comply with your obligations under your Employee Confidential Information and delivery Inventions Assignment Agreement and (ii) delivering to the Company (and non-revocationnot revoking) of a an effective, general release and waiver of claims in substantially a form and manner acceptable to the form set forth in Exhibit A Company (the “Release”) with such Release becoming effective (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: (anon-revocable) 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 no later than sixty (60) days following your termination of employment (collectively, the “CIIAA/Release Requirements”): (1) With respect to any Tranche for which the applicable 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, such termination; provided thatTranche 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 “Qualifying Termination Period”). The effective date of any such vesting will be the later of the applicable Certification Date for such Tranche or the effective date of the Release Execution Period begins in one taxable year (such effective date of vesting, the “Qualifying Termination Vesting Date”). In order to give effect to the intent of this Section 1(c)(iii)(1), if this Section 1(c)(iii)(1) is applicable, then such Tranche will remain outstanding and ends in another taxable year, payment shall will not be made terminate until the first payroll period in January of the second taxable year; following: (bx) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”such Tranche does not vest in accordance with this Section 1(c)(iii)(1), the Company will reimburse Executive last day of the Qualifying Termination Period; or (and his dependentsy) monthly if such Tranche does vest in accordance with this Section 1(c)(iii)(1), the expiration of the term of the Option (as determined in accordance with Section 3 below). (2) With respect to any Tranche for COBRA healthcare continuation premiums until which the earlier of: 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 applicable Earliest Vesting Date has not occurred, then (i) if you satisfy the eighteen CIIAA/Release Requirements, such Tranche (18x) month anniversary will vest as of the Qualifying Terminationeffective date of the 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 date on which Executive becomes eligible for health care coverage from a subsequent employer; CIIAA/Release Requirements and (iii) your Continuous Service terminates upon such Qualifying Termination, such portion will terminate automatically upon such Qualifying Termination. In order to give effect to the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingintent of this Section 1(c)(iii)(2), if Flagstar’s making payments under this Section 2.1(c1(c)(iii)(2) would violate is applicable, then such portion will remain outstanding and will not terminate until the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any 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 latest potential effective date of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termRelease.

Qualifying Termination. If, during the Term, Executive’s If your employment is terminated during the Term without Cause (as a result of a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery by the Company or by you for “Good Reason” (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”as defined below) (the period between the each, a “Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodTermination”), Executive the Company shall be entitled cause to receive occur each of the following: : (aA) a lump sum payment pay you cash severance installment payments in an aggregate amount equal to two one hundred percent (2100%) times Executive's of your annual Base Salary and target bonus as in effect on your Termination Date (“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 (“Section 409A”)) from the Company’s Annual Incentive Program or such successor plan or program Company (“AIPTermination Date”), and the last installment being paid on the first anniversary of the Termination Date; (B) for pay you 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 occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as General Counsel 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 the 2010 Management Incentive Plan or 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. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid within sixty to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (60C) days following such termination; provided thataccelerate the vesting of your restricted stock units and other time-based vesting equity awards, if any, in accordance with their applicable vesting schedules, as if you had provided an additional twelve (12) months of service to the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in January Company as its General Counsel as of the second taxable year; Termination Date; (bD) if Executive the Company will continue to pay the cost (and his dependentsto the same extent that the Company was doing so immediately before the Termination Date) timely elects to continue health care for all group employee benefit coverage continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), ) to the Company will reimburse Executive (and his dependents) monthly same extent provided by the Company’s group plans immediately before the Termination Date for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of months after the Qualifying Termination; (ii) the date on which Executive becomes 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”). 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 care coverage from a subsequent another employer; and (iiiii) 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; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under applicable law (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; and (E) the date that Executive and his spouse qualify for coverage under Medicare“Accrued Obligations” (defined below) as of the Termination Date. Notwithstanding the foregoing, if 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 successor law (the “ACA”), or result in the imposition For avoidance of penalties under the ACA and the related regulations and guidance promulgated thereunder)doubt, the Parties agree to reform this Section 2.1(cpayments and benefits that may be provided under Sections 3(e)(i) in a manner as is necessary to comply with the ACA; and (cabove or 3(e)(ii) notwithstanding the terms of the Company 2016 Stock Award below shall not be provided more than once and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested if payments and exercisable for the remainder of their full term.benefits are provided under

Qualifying Termination. If, during the Term, Executive’s 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 as a result of due to a Qualifying Termination, Executive shall then you will be entitled eligible to receive the Accrued Amounts (defined below) and, items set forth below subject to Executive's your timely execution compliance with Section 7(e) and delivery (and non-revocation) further provided that no payments for such Qualifying Termination shall be ​ ​ ​ ​ made until on or after the date of a general release “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and waiver President between July 1 and September 15 of claims in substantially a given fiscal year, the form set forth in Exhibit A 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 “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodEarned Bonus”), Executive shall be entitled to receive the following:; (aii) The Company shall pay you a lump sum payment equal pro rata portion of any bonus payable pursuant to two (2Section 3(b) times Executive's Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for above in respect of the fiscal year in which the Qualifying Termination Date occurs, if 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 11 below, the Company shall provide you with cash payments over the lesser of (1) the eighteen (18)-month period following your Termination Date and (2) the period from your Termination Date through the end of the expected term (as applicable, the “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance 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 the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this Agreement, you may resign your employment from the Company as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the 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 has not cured or remedied the Good Reason event within thirty (30) days after its receipt of 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 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 payroll period in January of the second taxable year; (b) if Executive (and his dependents) initial existence of a Good Reason event. Failure to timely elects provide such written notice to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company or failure to timely resign your employment for Good Reason means that you will reimburse Executive (be deemed to have consented to and his dependents) monthly for COBRA healthcare continuation premiums until waived the earlier of: (i) Good Reason event. If the eighteen (18) month anniversary of Company does timely cure or remedy the Qualifying Termination; (ii) the date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingGood Reason event, if Flagstar’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable then you may either resign your employment without Good Reason or you may continue to non-grandfathered plans under the Affordable Care Act or any 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 remain employed subject 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 2016 Stock Award and Incentive Plan (the this Agreement. “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full term.Good Reason” means: ​ ​ ​ ​

Qualifying Termination. If, at any time during the TermVesting Period, Executive’s the Participant ceases to be employed by the Corporation or its Subsidiaries (the date of such termination of employment is terminated referred to as the Participant’s “Severance Date”) as a result of (i) the Participant’s death or Disability or (ii) a Qualifying Terminationtermination of employment by the Corporation or one of its Subsidiaries without Cause or by Participant for Good Reason (each as defined herein), Executive shall be entitled to receive the Accrued Amounts (defined below) andthen, subject to Executive's timely execution the following paragraph and delivery 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 end of the Vesting Period. In the event Participant’s termination of service is due to a “Qualifying Retirement” during the Performance Period (as defined in the Corporation’s Retirement Policy as in effect on the Award Date), the Performance LTIP Units will be subject to the pro rata vesting treatment set forth in the Retirement Policy (and non-revocationthe requirements set forth therein). In the event that the Participant’s employment terminates in the circumstances described in the preceding paragraph (including a Qualifying Retirement) and the Severance Date occurs on or before the last day of a general release the second year of the Performance Period and waiver on or before the Severance Date, or after the Severance Date and before the last day of claims the second year of the Performance Period, an Interim Date (as defined in substantially Exhibit A) has been or is established with respect to Peer Group I (as such term is defined in Exhibit A), the form 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 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 follows the later of the Severance Date or the applicable Interim Date as to Peer Group I (such determination to be the “Release”) (the period between the Qualifying Termination and Committee Determination as to Peer Group I). In such circumstances, any Performance LTIP Units corresponding to Peer Group I that 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 the Release becomes effectiveoccurs after, the “Release Execution Period”)applicable Interim Date. Any benefit to the Participant pursuant to the preceding paragraphs of this Section 8 (including in connection with a Qualifying Retirement, Executive shall be entitled but other than in connection with the Participant’s death) is subject 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 payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: condition that (i) the eighteen Participant has fully executed a valid and effective release (18) month anniversary of in the Qualifying Termination; 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, 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 the Retirement Policy, 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, 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 laws), (ii) such executed release is delivered by the date on which Executive becomes eligible for health care coverage from a subsequent employer; Participant to the Corporation so that it is received by 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 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 that Executive and his spouse qualify as may be required for coverage under Medicare. Notwithstanding an enforceable release of the foregoing, if FlagstarParticipant’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans claims under the Affordable Care United States Age Discrimination in Employment Act or any successor law of 1967, as amended (the “ACAADEA”), or result to the extent the ADEA is applicable in the imposition circumstances, in which case the Participant will be provided with either twenty-one (21) or forty-five (45) days, depending on the circumstances of penalties under the ACA and termination, to consider the related regulations and guidance promulgated thereunderrelease). In addition, the Parties agree to reform this Section 2.1(c) in a manner as is necessary to comply with Corporation may require that the ACA; and (c) notwithstanding Participant’s release be executed no earlier than the terms of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of ExecutiveParticipant’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termSeverance Date.

Qualifying Termination. If, during the Term, Executive’s employment is terminated as a result of Upon a Qualifying Termination, the Executive shall be entitled to will receive the Accrued Amounts (defined below) Payments and, subject to Executive's timely execution provided the Executive remains in compliance with the terms of this Agreement and delivery (and non-revocation) has met the requirements of a general release and waiver of claims in substantially the form set forth in Exhibit A Release Obligation, the following severance benefits (the “ReleaseSeverance Benefits”) (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 shall provide the Executive, as severance, the following benefits: (i) twelve (12) 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 a lump single lump-sum cash payment on Employer’s or the Employer’s successor’s first regular payroll date following the date on which the Release Obligation has been fulfilled. The Severance will be subject to all applicable withholding and deductions; and (ii) 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 two the product of twelve (212) times Executive's Base Salary and target bonus from months, multiplied by 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 payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects grossed-up monthly premium pursuant to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; (ii) the date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive would be required to pay to continue the group health coverage in effect on the Separation Date for Executive and his spouse qualify any of Executive’s eligible dependents (which amount will be based on the premium for coverage under Medicare. Notwithstanding the foregoing, if Flagstar’s making payments under this Section 2.1(cfirst month of COBRA coverage) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (the “ACACOBRA Severance”), 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 (cb) notwithstanding If, following the terms end of the Company 2016 Stock Award Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and Incentive Plan 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 “2016 PlanBonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, the Company 2006 Equity Incentive Plan, as amended, or any subject to all applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested deductions and exercisable for the remainder of their full termwithholdings.”

Qualifying Termination. If, during the Term, Executive’s employment is terminated as a result of Upon a Qualifying Termination, the Executive shall be entitled to will receive the Accrued Amounts (defined below) Payments and, subject to Executive's timely execution provided the Executive remains in compliance with the terms of this Agreement and delivery (and non-revocation) has met the requirements of a general release and waiver of claims in substantially the form set forth in Exhibit A Release Obligation, the following severance benefits (the “ReleaseSeverance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) twelve (12) 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 between the Qualifying Termination and the date that the Release becomes effective, of twelve (12) months (the “Release Execution 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 shall has fulfilled the Release Obligation. The Severance will be entitled subject to receive the following:all applicable withholding and deductions; and (aii) a lump sum payment equal to two (2) times Executive's Base Salary If Executive is eligible for 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 payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects to continue continued group health care continuation 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 reimburse pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive (and his dependents) monthly for COBRA healthcare continuation premiums Executive’s eligible dependents directly to the insurer until the earlier of: earliest of (iA) the eighteen (18) month anniversary end of the period immediately following Executive’s Qualifying Termination; Termination that is equal to the Severance Period (iithe “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date on which 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 coverage from a subsequent employer; and (iii) reimbursement plan under the date that Executive and his spouse qualify for coverage under MedicareCode. Notwithstanding the foregoing, if Flagstar’s making payments 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 this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (the “ACA”)including, or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder)without limitation, 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 2716 of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”Public Health Service Act), the Company 2006 Equity Incentive Planwill 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 amended, or any applicable award documents, all so determined by the Board and pro-rated based on the date of the Executive’s then-outstanding unvested stock shall become fully vested 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 exercisable for the remainder of their full termwithholdings.

Qualifying Termination. IfExcept as applies under paragraph 4(b), during if prior to the Termexpiration of the Employment Period (without regard to any early termination of the Employment Period as set forth in this paragraph 4), Executive’s employment by the Company is terminated as without Cause or by Executive pursuant to a result of a Qualifying Constructive Termination, or the Company gives Executive notice pursuant to paragraph 1 of this Agreement that it is not renewing the Employment Period, then (i) the Employment Period shall be deemed to have ended as of the date of the termination of employment or the end of the Employment Period in the case of non-renewal (the “Termination Date”), and (ii) Executive shall be entitled to receive (A) all earned and accrued Base Salary through the Accrued Amounts (defined below) Termination Date, any then accrued and unpaid Bonus for any fiscal year of the Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date, and, subject to Executive's the timely execution and delivery (and non-revocation) submission of a general release and waiver required documentation, all unpaid, reimbursable Expenses as of claims in substantially the form set forth in Exhibit A Termination Date (the “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodAccrued Obligations”), Executive shall be entitled and subject to receive the following: Executive’s continued compliance with paragraphs 6, 7 and 8 hereof, (aB) a lump sum payment an amount equal to two one times (21x) times Executive's ’s Base Salary and target bonus from in effect on the Termination Date, payable in equal monthly installments, in accordance with the Company’s Annual Incentive Program or such successor plan or program normal payroll practices in effect on the Termination Date, for the twelve (12) month period following the Termination Date, (C) an amount (the “AIPPro-Rata Amount”) equal to the product of (p) the percentage of the days in the applicable calendar year that Executive is employed by the Company and (q) Executive’s annual Bonus for such full year if Executive’s employment had not terminated (without regard to any subjective performance goals), payable in accordance with paragraph 3(b) hereof, (D) continued Benefits during the fiscal year in which period beginning on 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 Date and ends in another taxable year, payment shall not be made until ending on the first payroll period in January to occur of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; (iixx) the date twelve (12) months after the Termination Date and (yy) the first date after the date hereof on which Executive becomes eligible for health care coverage accepts employment from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if 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 company or any 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 other entity other than a manner as is necessary to comply with the ACA; and (c) notwithstanding the terms member of the Company 2016 Stock Award Group, and Incentive Plan (E) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of services commonly provided to a person in a position comparable to Executive’s then-outstanding unvested stock shall become fully vested position with the Company, subject, in each case, to withholding and exercisable for the remainder of their full termother appropriate deductions.

Qualifying Termination. If, during the Term, Executive’s If your employment is terminated during the Term without Cause (as a result of a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery by the Company or by you for “Good Reason” (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”as defined below) (the period between the each, a “Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodTermination”), Executive the Company shall be entitled cause to receive occur each of the following: (aA) a lump sum payment pay you cash severance installment payments in an aggregate amount equal to two one hundred percent (2100%) times Executive's of your annual Base Salary and target bonus as in effect on your Termination Date (“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 (“Section 409A”)) from the Company’s Annual Incentive Program or such successor plan or program Company (“AIPTermination Date”), and the last installment being paid on the first anniversary of the Termination Date; (B) for pay you 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 occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as Executive Vice President, Global Operations 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 the 2010 Management Incentive Plan or 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 ▇▇▇ ▇▇▇▇▇▇ March 25, 2015 Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid within sixty (60) days following such termination; provided that, if to you no later than the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in January 15th day of the second taxable yearthird month immediately following the fiscal year in which the Qualifying Termination has occurred; (bC) accelerate the vesting of your restricted stock units and other time-based vesting equity awards, if any, in accordance with their applicable vesting schedules, as if you had provided an additional twelve (12) months of service to the Company as its Executive Vice President, Global Operations as of the Termination Date; (and his dependentsD) timely elects the Company will continue to continue health care pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), ) to the Company will reimburse Executive (and his dependents) monthly same extent provided by the Company’s group plans immediately before the Termination Date for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of months after the Qualifying Termination; (ii) the date on which Executive becomes 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”). 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 care coverage from a subsequent another employer; and (iiiii) that you may not increase the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingnumber of your designated dependents, if Flagstar’s making payments 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; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (including without limitation, Section 2716 of the “ACA”Public Health Service Act), or result then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the imposition COBRA Benefits, in monthly installments over the same time period, which payment shall be made regardless 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 ACAwhether you elect health care continuation coverage; and (cE) notwithstanding the terms “Accrued Obligations” (defined below) as of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”)Termination Date. For avoidance of doubt, the Company 2006 Equity Incentive Planpayments and benefits that may be provided under Sections 3(e)(i) above or 3(e)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, as amendedthen no payments or benefits will otherwise be provided again under either one of these subsections. For avoidance of doubt, any Cash Severance ▇▇▇ ▇▇▇▇▇▇ March 25, 2015 benefits provided under Sections 3(e)(i) above or 3(e)(ii) below shall be calculated prior to giving effect to any applicable award documentsreduction in Base Salary or target Performance Bonus that would give rise to your right to terminate for Good Reason. Additionally, all any Cash Severance benefits provided under Sections 3(e)(i) above or 3(e)(ii) below shall be calculated prior to giving effect to any elected or agreed upon temporary forbearance from payment of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termBase Salary or Performance Bonus.

Qualifying Termination. If, during the Term, Executive’s If your employment is terminated during the Term without Cause (as a result of a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery by the Company or by you for “Good Reason” (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”as defined below) (the period between the each, a “Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodTermination”), Executive the Company shall be entitled cause to receive occur each of the following: (aA) a lump sum payment pay you cash severance installment payments in an aggregate amount equal to two one hundred percent (2100%) times Executive's of your annual Base Salary and target bonus as in effect on your Termination Date (“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 (“Section 409A”)) from the Company’s Annual Incentive Program or such successor plan or program Company (“AIPTermination Date”), and the last installment being paid on the first anniversary of the Termination Date; (B) for pay you 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 occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as Chief Financial 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 the 2010 Management Incentive Plan or 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. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid within sixty to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ March 25, 2015 (60C) days following such termination; provided thataccelerate the vesting of your restricted stock units and other time-based vesting equity awards, if any, in accordance with their applicable vesting schedules, as if you had provided an additional twelve (12) months of service to the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in January Company as its Chief Financial Officer as of the second taxable yearTermination Date; (bD) if Executive the Company will continue to pay the cost (and his dependentsto the same extent that the Company was doing so immediately before the Termination Date) timely elects to continue health care for all group employee benefit coverage continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), ) to the Company will reimburse Executive (and his dependents) monthly same extent provided by the Company’s group plans immediately before the Termination Date for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of months after the Qualifying Termination; (ii) the date on which Executive becomes 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”). 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 care coverage from a subsequent another employer; and (iiiii) that you may not increase the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingnumber of your designated dependents, if Flagstar’s making payments 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; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (including without limitation, Section 2716 of the “ACA”Public Health Service Act), or result then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the imposition COBRA Benefits, in monthly installments over the same time period, which payment shall be made regardless 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 ACAwhether you elect health care continuation coverage; and (cE) notwithstanding the terms “Accrued Obligations” (defined below) as of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”)Termination Date. For avoidance of doubt, the Company 2006 Equity Incentive Planpayments and benefits that may be provided under Sections 3(e)(i) above or 3(e)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, as amendedthen 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(e)(i) above or 3(e)(ii) below shall be calculated prior to giving effect to any applicable award documentsreduction in Base Salary or target Performance Bonus that would give rise to your right to terminate for Good Reason. Additionally, all any Cash Severance benefits provided under Sections CONFIDENTIAL ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ March 25, 2015 3(e)(i) above or 3(e)(ii) below shall be calculated prior to giving effect to any elected or agreed upon temporary forbearance from payment of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termBase Salary or Performance Bonus.

Qualifying Termination. IfNotwithstanding Section 7(a) above, during if the Term, Executivetermination of this Agreement and Employee’s employment is terminated as a result of hereunder constitutes a Qualifying TerminationTermination (as defined below), Executive then, in addition to Employee’s Accrued Obligations and subject to Section 7(c) below: (i) the Company shall be entitled obligated to receive the Accrued Amounts (defined below) and, subject pay to Executive's timely execution and delivery (and non-revocation) of Employee a general release and waiver of claims in substantially the form set forth in Exhibit A severance payment (the “ReleaseSeverance Payment”) equal to the sum of (A) one (1) year of Employee’s Base Salary (at the period between rate in effect on the Qualifying Termination and Date) plus (B) one (1) times the date that amount of the Release becomes effectiveAnnual Bonus paid to Employee in the prior fiscal year (collectively, the “Release Execution PeriodSeverance Payment”), Executive . The Severance Payment shall be entitled paid to receive the following: (a) Employee in a lump sum payment equal to two (2) times Executive's Base Salary and target bonus from on the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for next regular Company pay date following the fiscal year in which 60th day after the Qualifying Termination occurs, which shall be paid within sixty (60) days following such terminationDate; 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 payroll period in January of the second taxable year;and (bii) if Executive (and his dependents) Employee timely elects to continue and maintain group health care continuation plan coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended (“COBRA”), the Company will reimburse Executive (and his dependents) monthly Employee for COBRA a portion of the healthcare continuation premiums until payments under COBRA actually paid by Employee for the coverage period ending on the earlier of: of (iA) the eighteen one (181) month year anniversary of the Qualifying Termination; Termination Date, and (iiB) the date on which Executive Employee becomes eligible for health care to obtain healthcare coverage from a subsequent employer; and new employer (iii“COBRA Assistance Period”), which portion will be equal to (x) the date that Executive and his spouse qualify amount of the monthly health care premium payment under COBRA actually paid by Employee for COBRA coverage under Medicare. Notwithstanding during the foregoingCOBRA Assistance Period, less (y) the amount Employee would have been required to contribute toward health insurance coverage during the COBRA Assistance Period if Flagstar’s making payments under this Section 2.1(c) would violate Employee had remained an active employee of the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law Company (the “ACACOBRA Assistance”). 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, or result in on a monthly basis and within thirty (30) days of the imposition date of penalties under the ACA and the related regulations and guidance promulgated thereunder)payment by Employee, the Parties agree paid invoices for each such monthly COBRA premium for which Employee seeks reimbursement pursuant to reform this Section 2.1(c7(b)(ii) in a manner as is necessary and such reimbursement (to comply with the ACA; and extent required pursuant to this Section 7(b)(ii)) shall be made to Employee within thirty (c30) notwithstanding days following the terms Company’s receipt of each such invoice. Employee understands that if he wishes to continue to obtain COBRA coverage after the one (1) year anniversary of the Termination Date, Employee will not receive reimbursement form the Company 2016 Stock Award for any portion of the cost of such additional COBRA coverage. Notwithstanding anything set forth herein to the contrary, if and Incentive Plan (to the “2016 Plan”)extent that the Company may not provide such COBRA Assistance without incurring tax penalties or violating any requirement of the law, the Company 2006 Equity Incentive Planshall use its commercially reasonable best efforts to provide to Employee substantially similar assistance in an alternative manner provided that the cost of doing so does not exceed the cost that the Company would have incurred had the COBRA Assistance been provided in the manner described above. As used herein, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock the following terms shall become fully vested and exercisable for have the remainder of their full term.respective meaning set forth below:

Qualifying Termination. If, during the Term, Executive’s If your employment is terminated during the Term without Cause (as a result of a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery by the Company or by you for “Good Reason” (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”as defined below) (the period between the each, a “Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodTermination”), Executive the Company shall be entitled pay you (or cause to receive occur, as applicable) each of the following: (aA) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“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 lump sum payment equal to two pro-rated cash Performance Bonus, calculated as follows: the product of (2x) times Executive's Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as General Counsel 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. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid within sixty (60) days following such termination; provided that, if to you no later than the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in January 15th day of the second taxable yearthird month immediately following the fiscal year in which the Qualifying Termination has occurred; (bC) if Executive the Company will continue to pay the cost (and his dependentsto the same extent that the Company was doing so immediately before the Termination Date) timely elects to continue health care for all group employee benefit coverage continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group 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, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: . You agree (i) at any time either before or during the eighteen period of time you are receiving benefits under this subsection (18) month anniversary of C), to inform the Qualifying Termination; (ii) the date on which Executive becomes Company promptly in writing if you become eligible for to receive group health care coverage from a subsequent another employer; and (iiiii) that you may not increase the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingnumber of your designated dependents, if Flagstar’s making payments under any, during this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (the “ACA”), or result in the imposition time unless you do so at your own expense. The period 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 ACAsuch COBRA Benefits shall be considered part of your COBRA coverage entitlement period; and (cD) notwithstanding the terms “Accrued Obligations” (defined below) as of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”)Termination Date. For avoidance of doubt, the Company 2006 Equity Incentive Planpayments 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, as amended, then no payments or any applicable award documents, all benefits will otherwise be provided again under either one of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termthese subsections.

Qualifying Termination. IfThe Company may terminate your employment as CFO with or without Cause at any time and for any reason with notice, during the Term, Executive’s or you may resign your employment as CFO for Good Reason upon thirty (30) days advance written notice. If your employment as CFO is terminated as a result of due to a Qualifying Termination, Executive shall then you will be entitled eligible to receive the Accrued Amounts (defined below) and, items set forth below subject to Executive's your timely execution compliance with Section 7(e) and delivery (and non-revocation) further provided that no payments for such Qualifying Termination shall be made until on or after the date of a general release “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CFO between July 1 and waiver September 1 of claims in substantially a given fiscal year, the form set forth in Exhibit A 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 “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodEarned Bonus”), Executive shall be entitled to receive the following:; (aii) The Company shall pay you a lump sum payment equal pro rata portion of any bonus payable pursuant to two (2Section 3(b) times Executive's Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for above in respect of the fiscal year in which the Qualifying Termination Date occurs, if 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 11 below, the Company shall provide you with cash payments over the six (6)-month period following your Termination Date (the “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for such period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period; once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) Subject to Section 7(g) and Section 18 below, your then outstanding equity awards shall be governed by the terms of the applicable Company equity incentive plan and award agreement(s); (v) The Company shall continue to pay the Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) for up to six (6) months after the Termination Date provided you continue to timely pay the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (vi) For purposes of this Agreement, you may resign your employment from the Company as CFO for “Good Reason” within ninety (90) days after the date that any one of the 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 has not cured or remedied the Good Reason event within thirty (30) days after its receipt of 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 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 payroll period in January of the second taxable year; (b) if Executive (and his dependents) initial existence of a Good Reason event. Failure to timely elects provide such written notice to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company or failure to timely resign your employment for Good Reason means that you will reimburse Executive (be deemed to have consented to and his dependents) monthly for COBRA healthcare continuation premiums until waived the earlier of: (i) Good Reason event. If the eighteen (18) month anniversary of Company does timely cure or remedy the Qualifying Termination; (ii) the date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingGood Reason event, if Flagstar’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable then you may either resign your employment without Good Reason or you may continue to non-grandfathered plans under the Affordable Care Act or any 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 remain employed subject 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 2016 Stock Award and Incentive Plan (the this Agreement. “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full term.Good Reason” means:

Qualifying Termination. If, If during the Term, Executive’s Employment Period the Executive suffers a “separation from service” (as defined in Treasury Regulation §1.409A-1(h)) because his employment is terminated as either (1) by the Corporation other than for Cause or, Disability or by reason of the Executive’s death or (2) by the Executive for Good Reason (each, a result of a “Qualifying Termination”), Executive shall be entitled to receive the Accrued Amounts (defined below) andthen, subject to Executive's timely execution and delivery (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”) (the period between the Qualifying Termination and on the date that is six months after the Release becomes effectiveDate of Termination (or, if earlier than the end of such six-month period, within 30 days following the date of the Executive’s death), the “Release Execution Period”), Corporation will pay to the Executive shall be entitled (except as provided below) as compensation for services rendered to receive the followingCorporation: (a1) a lump A lump-sum payment cash amount 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 payroll period in January of the second taxable year;sum of: (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen Executive’s unpaid Base Salary through the Date of Termination (18at the rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time within the 90-day period preceding the Effective Date); plus (ii) month anniversary that portion of the Qualifying target Annual Bonus under the Corporation’s incentive compensation plans or any similar plans or programs then in effect determined by multiplying the target Annual Bonus by the fraction arrived at by dividing the number of full weeks for which the Executive was employed during the Fiscal Year in which his Date of Termination occurred by 52; plus (iii) a pro rata portion of the target payments under the Corporation’s long-term performance bonus (“LTI”) plans, or any similar plans or programs then in effect, adopted with respect to the current Fiscal Year and with respect to each of the immediately two preceding Fiscal Years. In each case, the pro rata portion of the LTI payment shall be determined by dividing the number of full weeks for which the Executive was employed since the beginning of the Fiscal Year with respect to which the relevant LTI plan was adopted to his Date of Termination by 156; plus (iv) any unpaid vacation under the Corporation’s vacation policy in effect at the Date of Termination (or, if more favorable to the Executive, under any vacation policy of the Corporation in effect at any time within the 90-day period preceding the Effective Date). (2) A lump-sum cash amount equal to the sum of: (i) threetwo times the Executive’s highest annual rate of Base Salary in effect during the 12-month period prior to the Date of Termination; plus (ii) threetwo times the Executive’s target annual bonus in effect for the Fiscal Year in which the Change of Control occurs; plus (iii) three times the target LTI payment for the Fiscal Year in which the Change of Control occurs. Any amount paid to the Executive pursuant to this Section 7(d)(2) shall be offset by any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of the Executive’s employment under any other severance plan, policy, employment agreement or arrangement of the Corporation. (3) A lump sum cash amount equal to the excess of (i) the actuarial present value as of the Date of Termination of the benefits that would be accrued under the FedEx Corporation Employees’ Pension Plan and the FedEx Corporation Retirement Parity Pension Plan determined by assuming that (A) the Executive has earned an additional 36 months of the Executive’s highest annual rate of Base Salary in effect during the 12-month period prior to the Date of Termination and target annual bonus in effect for the Fiscal Year in which the Change of Control occurs and (B) the Executive is credited with an additional 36 months of age and service under such plans, over (ii) the date on which actuarial present value of the actual benefits accrued by the Executive becomes eligible for health care coverage from a subsequent employer; as of the Date of Termination under such plans without the assumptions set forth in clauses (A) and (iiiB) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if Flagstar’s making payments under of this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (the “ACA”7)(d)(3), 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. (c4) notwithstanding A lump sum cash amount equal to the terms Corporation’s cost (determined as of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all Date of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder Termination) of their full term.36 months of coverage under

Qualifying Termination. IfSubject to Section 3(b) below and your continued compliance with the Confidentiality Agreement (as defined below), during the Term, Executive’s if your employment is terminated as a result of due to a Qualifying Termination, Executive shall be entitled then, the Company will provide you with: (i) payment of any Base Salary that is earned, due and payable to receive you up to and including the Accrued Amounts last day of employment; (defined belowii) andpayment of any Performance Bonus that was earned, subject but not yet paid, on the date of termination; (iii) an amount equal to Executive's timely execution and delivery (and non-revocation) 12 months of a general release and waiver of claims your Base Salary then in substantially the form set forth in Exhibit A effect (the “ReleaseSeverance”) ), payable in substantially equal installments in accordance with the Company’s normal payroll practices over the 12-month period following the termination of your employment (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution Severance Period”), Executive shall be entitled with such installments commencing on the first regular payroll date following the effective date of the Release (as defined below), and amounts otherwise payable prior 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 first payroll date shall be paid within sixty on such date without interest thereon; (60iv) days subject to insurer approval and any required exclusions, continued participation under the Company benefits plans for the minimum period required pursuant to applicable employment or labour standards legislation; (v) the minimum amount of 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 such terminationthe Termination Date; provided provided, however, 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 payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects with respect to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)any Time Vesting Award that vests on a quarterly basis, the Company will reimburse Executive 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 (and his dependentsrather than quarterly) monthly for COBRA healthcare continuation premiums until over the earlier of: (i) vesting period from the eighteen (18) month anniversary of the Qualifying Termination; (ii) the date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicareapplicable vesting commencement date. Notwithstanding the foregoing, if 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 successor law (the “ACA”), or result in the imposition of penalties under event that such Qualifying Termination occurs during the ACA and 24-month period following the related regulations and guidance promulgated thereunder), the Parties agree to reform this Section 2.1(c) date on which a Change in a manner as Control is necessary to comply with the ACA; and (c) notwithstanding the terms of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documentsconsummated, all of Executive’s your then-outstanding unvested stock shall Time Vesting Awards shall, to the extent then-unvested, become fully vested (and, as applicable, exercisable) on an accelerated basis as of the Termination Date; and exercisable for (vii) to the remainder extent that the compensation and benefits set out above do not fully satisfy your entitlements under the applicable employment or labour standards legislation, payment and provision of their full term.any additional compensation and benefits that are then required to be paid or provided to the you to satisfy your minimum entitlements under the applicable employment or labour standards legislation. For absolute clarity, in no case will you receive less than the minimum payments and benefits that are then

Qualifying Termination. IfExcept as applies under paragraph 4(b), during the Term, if Executive’s employment by the Company is terminated as without Cause or by Executive pursuant to a result of a Qualifying Constructive Termination, then (i) the Employment Period shall be deemed to have ended as of the date of the termination of employment (the “Termination Date”), and (ii) Executive shall be entitled to receive (A) all earned and accrued Base Salary through the Accrued Amounts (defined below) Termination Date, any then accrued and unpaid Bonus for any fiscal year of the Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date, and, subject to Executive's the timely execution and delivery (and non-revocation) submission of a general release and waiver required documentation, all unpaid, reimbursable Expenses as of claims in substantially the form set forth in Exhibit A Termination Date (the “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodAccrued Obligations”), Executive shall be entitled and subject to receive Executive’s continued compliance with paragraphs 6, 7, 8 and 9 hereof, (B) an amount equal to one times (1X) Executive’s Base Salary in effect on the following: Termination Date, payable in equal monthly installments, in accordance with the Company’s normal payroll practices in effect on the Termination Date, for the twelve (a12) month period following the Termination Date, (C) the full Signing Bonus amount, payable in a lump sum payment on the sixtieth (60th) day following termination, to the extent not previously paid, (D) an amount (the “Pro-Rata Amount”) equal to two the product of (2p) times the percentage of the days in the applicable calendar year that Executive is employed by the Company and (q) Executive's Base Salary and target bonus from the Company’s Annual Incentive Program or annual Bonus for such successor plan or program full year if Executive’s employment had not terminated (“AIP”without regard to any subjective performance goals), payable in accordance with paragraph 3(c) for the fiscal year in which the Qualifying Termination occurshereof, which shall be paid within sixty (60E) 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 payroll period in January of the second taxable year; (b) if Executive (and and/or his dependents) timely elects to continue health care dependents elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), payment by the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; COBRA premiums for the Executive and/or his dependents in the same amount paid by the Company prior to the Termination Date during the period beginning on the Termination Date and ending on the first to occur of (iixx) the date on which twelve (12) months after the Termination Date and (yy) the first day Executive becomes eligible for health care coverage from a subsequent similar benefits under another employer; 's plans, (F) to the extent allowed under the applicable plans, continued participation in the Company's life, long-term disability, and group accident plans beginning on the Termination Date and ending on the first to occur of (iiixx) the date that twelve (12) months after the Termination Date and (yy) the first day Executive becomes eligible for similar benefits under another employer's plans, and his spouse qualify for coverage under Medicare. Notwithstanding (G) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the foregoing, if Flagstar’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable services commonly provided to non-grandfathered plans under the Affordable Care Act or any 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) a person in a manner as is necessary position comparable to comply Executive’s position with the ACA; and (c) notwithstanding the terms of the Company 2016 Stock Award Company, subject, in each case, to withholding and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termother appropriate deductions.

Qualifying Termination. IfShould you incur a Qualifying Termination (as defined below) you will be eligible for the following payments and benefits, during provided that you remain in compliance with your obligations under the Termterms of this agreement, Executive’s employment is terminated including, but not limited to the provisions regarding non-competition, non-solicitation, and non-disparagement, and the Release (as a result 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, Executive shall be entitled to receive the Accrued Amounts Termination under subparagraphs (defined below3) and, subject to Executive's timely execution and delivery or (and non-revocation4) of a general release and waiver of claims in substantially the form as set forth in Exhibit A (the “Release”) (the period between the definition below of Qualifying Termination and the date that the Release becomes effectiveTermination, the “Release Execution Period”), Executive shall be entitled to receive the following: (a) a lump sum payment an amount 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 average annual cash bonuses received by you during the fiscal 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 occursTermination, which the Separation Payment shall be paid as follows: 50% of the Separation Payment shall be paid to you within sixty ten business days of your execution of the Release, with the remaining 50% to be paid in equal installments, without interest, commencing on the Company's second regularly scheduled payroll following your execution of the Release and ending with the Company's regularly scheduled payroll one year later (60) days following such termination; the "Separation Pay Period"), provided that, that if the Release Execution Period begins ten business day period would end in one taxable a later calendar year and ends in another taxable year, payment shall not be made until than the first payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary date of the Qualifying Termination; (ii) , no part of the date on which Executive becomes eligible for health care coverage from Separation Payment shall be paid until the first business day of the subsequent calendar year. In the event of a subsequent employer; and (iii) change in payroll practice during the date Separation Pay Period, the Company may adjust the amounts of such installments as necessary to ensure that Executive and his spouse qualify for coverage under Medicarethe total amount paid is equal to the Separation Payment, as defined above. Notwithstanding the foregoing, if 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 successor law (the “ACA”), or result in the imposition event of penalties under the ACA and the related regulations and guidance promulgated thereunder)a Qualifying Termination within one year following a Change in Control, the Parties agree to reform this Section 2.1(c) Separation Payment shall be paid in a manner as is necessary to comply with single lump sum within ten (10) business days following the ACA; and (c) notwithstanding the terms effective date of the Company 2016 Stock Award and Incentive Plan (Qualifying Termination, again provided that if the “2016 Plan”)ten business day period would end in a later calendar year than the date of the Qualifying Termination, no part of the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock Separation Payment shall become fully vested and exercisable for be paid during the remainder of their full termearlier calendar year.

Qualifying Termination. IfExcept as applies under paragraph 4(b), during the Term, if Executive’s employment by the Company is terminated without Cause (as herein defined) or by Executive pursuant to a result Constructive Termination (as herein defined), then (i) the Employment Period shall be deemed to have ended as of a Qualifying Terminationthe date of the termination of employment (the “Termination Date”), and (ii) Executive shall be entitled to receive (A) all earned and accrued Base Salary through the Accrued Amounts (defined below) Termination Date, any then accrued and unpaid Bonus for any fiscal year of the Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date, and, subject to Executive's the timely execution and delivery (and non-revocation) submission of a general release and waiver required documentation, all unpaid, reimbursable Expenses as of claims in substantially the form set forth in Exhibit A Termination Date (the “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodAccrued Obligations”), and subject to Executive’s continued compliance with paragraphs 6, 7, 8, 9 and 10 hereof, (B) an amount equal to one times (1X) Executive’s Base Salary in effect on the Termination Date, payable in equal monthly installments, in accordance with the Company’s normal payroll practices in effect on the Termination Date, for the twelve (12) month period following the Termination Date, (C) an amount (the “Pro-Rata Amount”) equal to the product of (p) the percentage of the days in the applicable calendar year that Executive shall be entitled is employed by the Company and (q) Executive’s annual Bonus for such full year if Executive’s employment had not terminated (without regard to receive any subjective performance goals), payable in accordance with paragraph 3(c) hereof, (D) the following: (a) Signing Bonus, payable in a lump sum payment equal to two on the sixtieth (260th) 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 day following such termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable yearnot previously paid, payment shall not be made until the first payroll period in January of the second taxable year; (bE) if the Executive (and and/or his dependents) timely elects to continue health care dependents elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), payment by the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; COBRA premiums for the Executive and/or his dependents in the same amount paid by the Company prior to the Termination Date during the period beginning on the Termination Date and ending on the first to occur of (iixx) the date on which twelve (12) months after the Termination Date and (yy) the first day Executive becomes eligible for health care coverage from a subsequent similar benefits under another employer; ’s plans, (F) to the extent allowed under the applicable plans, continued participation in the Company’s life, long-term disability, and group accident plans beginning on the Termination Date and ending on the first to occur of (iiixx) the date that twelve (12) months after the Termination Date and (yy) the first day Executive becomes eligible for similar benefits under another employer’s plans, and his spouse qualify for coverage under Medicare. Notwithstanding (G) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the foregoing, if Flagstar’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable services commonly provided to non-grandfathered plans under the Affordable Care Act or any 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) a person in a manner as is necessary position comparable to comply Executive’s position with the ACA; and (c) notwithstanding the terms of the Company 2016 Stock Award Company, subject, in each case, to withholding and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termother appropriate deductions.

Qualifying Termination. IfExcept as applies under paragraph 4(b), during if prior to the Termexpiration of the Employment Period (without regard to any early termination of the Employment Period as set forth in this paragraph 4), Executive’s employment by the Company is terminated as without Cause or by Executive pursuant to a result of a Qualifying Constructive Termination, or the Company gives Executive notice pursuant to paragraph 1 of this Agreement that it is not renewing the Employment Period, then (i) the Employment Period shall be deemed to have ended as of the date of the termination of employment or the end of the Employment Period in the case of non-renewal (the “Termination Date”), and (ii) Executive shall be entitled to receive (A) all earned and accrued Base Salary through the Accrued Amounts (defined below) Termination Date, any then accrued and unpaid Bonus for any fiscal year of the Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date, and, subject to Executive's the timely execution and delivery (and non-revocation) submission of a general release and waiver required documentation, all unpaid, reimbursable Expenses as of claims in substantially the form set forth in Exhibit A Termination Date (the “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodAccrued Obligations”), Executive shall be entitled subject to receive the following: Executive’s continued compliance with paragraphs 6, 7 and 8 hereof, (aB) a lump sum payment an amount equal to the product of (x) two (2) times and (y) the sum of Executive's ’s (I) Base Salary and target bonus from (II) Target Bonus, payable in equal monthly installments, in accordance with the Company’s Annual Incentive Program or such successor plan or program normal payroll practices in effect on the Termination Date, for the twelve (12) month period following the Termination Date, (C) an amount (the “AIPPro-Rata Amount”) equal to the product of (p) the percentage of the days in the applicable calendar year that Executive is employed by the Company and (q) Executive’s Bonus for the immediately preceding 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 payable upon satisfaction of the conditions under paragraph 4(h) hereof, (D) continued Benefits during the period beginning on the Termination Date and ending on the first payroll period in January to occur of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (ixx) the date eighteen (18) month anniversary of months after the Qualifying Termination; Termination Date and (iiyy) the first date after the date hereof on which Executive becomes eligible for health care coverage accepts employment from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if 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 company or any 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 other entity other than a manner as is necessary to comply with the ACA; and (c) notwithstanding the terms member of the Company 2016 Stock Award Group, and Incentive Plan (E) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of services commonly provided to a person in a position comparable to Executive’s then-outstanding unvested stock shall become fully vested position as Chief Executive Officer, subject, in each case, to withholding and exercisable for the remainder of their full termother appropriate deductions.

Qualifying Termination. IfSubject to Section 4(a)(ii), if during the Term, Executive’s employment Term there is terminated as a result of a Qualifying Termination, Executive then you shall be entitled eligible to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery (and non-revocation) each of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”) (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: (aA) a lump sum payment cash severance payments (“Cash Severance”) in an aggregate amount equal to two one hundred and fifty percent (2150%) times Executive's of your annual Base Salary and target bonus from as in effect on your Termination Date being paid, subject to Section 14 below, in pro-rata installments on 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 normal payroll dates with the first payroll period in January installment of Cash Severance being paid on the 60th day after your Separation from Service from the Company and the last installment being paid on the eighteen month anniversary of the second taxable yearTermination Date; (bB) if Executive to the extent permitted by applicable laws without incurring statutory penalties, the Company will continue to pay the cost (and his dependentsto the same extent that the Company was doing so immediately before the Termination Date) timely elects to continue for all group employee health care benefits coverage continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), ) to the Company will reimburse Executive same extent provided by the Company’s group health plans immediately before the Termination Date (and his dependents“COBRA Benefits”) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary months after the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (B) or section 4(a)(ii)(b) below, to inform the Qualifying TerminationCompany 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 date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingnumber of your designated dependents, if Flagstar’s making payments under any, during this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (the “ACA”), or result in the imposition time unless you do so at your own expense. The period 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 ACAsuch COBRA Benefits shall be considered part of your COBRA coverage entitlement period; and (cC) notwithstanding any equity compensation awards (including the terms Option (if granted)) previously granted to you (but excluding any portion of any performance awards which are/were forfeited due to failure to achieve the requisite performance objectives) which are outstanding and unvested as of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock Termination Date shall become fully incrementally vested and exercisable for the remainder of their full termon an accelerated basis as if your Termination Date occurred eighteen (18) months later.

Qualifying Termination. IfExcept as applies under paragraph 4(b), during if prior to the Termexpiration of the Employment Period (without regard to any early termination of the Employment Period as set forth in this paragraph 4), Executive’s employment by the Company is terminated as without Cause or by Executive pursuant to a result of a Qualifying Constructive Termination, or the Company gives Executive notice pursuant to paragraph 1 of this Agreement that it is not renewing the Employment Period, then (i) the Employment Period shall be deemed to have ended as of the date of the termination of employment or the end of the Employment Period in the case of non-renewal (the “Termination Date”), and (ii) Executive shall be entitled to receive (A) all earned and accrued Base Salary through the Accrued Amounts (defined below) Termination Date, any then accrued and unpaid Bonus for any fiscal year of the Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date, and, subject to Executive's the timely execution and delivery (and non-revocation) submission of a general release and waiver required documentation, all unpaid, reimbursable Expenses as of claims in substantially the form set forth in Exhibit A Termination Date (the “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodAccrued Obligations”), Executive shall be entitled and subject to receive the following: Executive’s continued compliance with paragraphs 6, 7 and 8 hereof, (aB) a lump sum payment an amount equal to two one times (21X) times Executive's ’s Base Salary and target bonus from in effect on the Termination Date, payable in equal monthly installments, in accordance with the Company’s Annual Incentive Program or such successor plan or program normal payroll practices in effect on the Termination Date, for the twelve (12) month period following the Termination Date, (C) an amount (the “AIPPro-Rata Amount”) equal to the product of (p) the percentage of the days in the applicable calendar year that Executive is employed by the Company and (q) Executive’s annual Bonus for such full year if Executive’s employment had not terminated (without regard to any subjective performance goals), payable in accordance with paragraph 3(b) hereof, (D) continued Benefits during the fiscal year in which period beginning on 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 Date and ends in another taxable year, payment shall not be made until ending on the first payroll period in January to occur of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; (iixx) the date twelve (12) months after the Termination Date and (yy) the first date after the date hereof on which Executive becomes eligible for health care coverage accepts employment from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if 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 company or any 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 other entity other than a manner as is necessary to comply with the ACA; and (c) notwithstanding the terms member of the Company 2016 Stock Award Group, and Incentive Plan (E) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of services commonly provided to a person in a position comparable to Executive’s then-outstanding unvested stock shall become fully vested position with the Company, subject, in each case, to withholding and exercisable for the remainder of their full termother appropriate deductions.

Qualifying Termination. If, during the Term, Executive’s employment is terminated as a result of Executive incurs a Qualifying Termination, Executive then subject to and conditioned upon Executive’s timely execution of a settlement agreement in a form prescribed by the Company, which shall be entitled to receive in full and final settlement of all and any rights and claims which the Accrued Amounts Executive has or may have against the Company and any of its subsidiaries and affiliates, 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 (defined below) and, subject to Executive's timely execution including both contractual and delivery (and non-revocation) of a general release and waiver of statutory employment claims in substantially the form set forth in Exhibit A 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 provisions of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period between commencing on the Qualifying Termination Date and ending on the last day of 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 that on which the Release becomes effectiveeffective 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 of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “Release Execution PeriodFirst Payroll Date”), Executive shall be entitled to receive the following:). (aii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive's ’s actual (x) EU-DOCS\45887982.1 Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and target bonus from (y) Annual Bonus, in each case, for the Company’s Annual Incentive Program or such successor plan or program three (“AIP”3) for fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, which in no event 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 payroll period in January sum of the second taxable year; Lump Sum Severance plus the Continued Salary Severance exceed two (b2) if Executive (and his dependents) timely elects to continue health care continuation coverage under times the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; (ii) the date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if 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 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 2016 Stock Award and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termAverage Compensation.

Qualifying Termination. If, at any time during the TermVesting Period, Executive’s the Participant ceases to be employed by the Corporation or its Subsidiaries (the date of such termination of employment is terminated referred to as the Participant’s “Severance Date”) as a result of (i) the Participant’s death or Disability, or (ii) a Qualifying Terminationtermination of employment by the Corporation or one of its Subsidiaries without Cause or by Participant for Good Reason (each as defined herein), Executive shall then, subject to the following paragraph and the release requirement set forth in the last paragraph of this Section 8(a), (x) the Performance Units will remain outstanding during the remainder of the Vesting Period and will remain subject to Section 3, and (y) the Participant will be entitled to receive the Accrued Amounts number of Performance Units the Participant would have received in accordance with Section 3, if any, had the Participant remained employed until the end of the Vesting Period. In the event Participant’s termination of service is due to a “Qualifying Retirement” during the Performance Period (as defined below) andin the Corporation’s Retirement Policy as in effect on the Award Date), the Performance Units will be subject to Executive's timely execution and delivery the pro rata vesting treatment set forth in the Retirement Policy (and non-revocationthe requirements set forth therein). In the event that the Participant’s employment terminates in the circumstances described in the preceding paragraph (including a Qualifying Retirement) and the Severance Date occurs on or before the last day of a general release the second year of the Performance Period and waiver on or before the Severance Date, or after the Severance Date and before the last day of claims the second year of the Performance Period, an Interim Date (as defined in substantially Exhibit A) has been or is established with respect to Peer Group I (as such term is defined in Exhibit A), the form 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 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 follows the later of the Severance Date or the applicable Interim Date as to Peer Group I (such determination to be the “Release”) (the period between the Qualifying Termination and Committee Determination as to Peer Group I). In such circumstances, any Performance Units corresponding to Peer Group I that are not vested on the date of such Committee Determination (after giving effect to such Committee Determination) shall terminate. No additional Performance Units will vest pursuant to Section 9(b) or Exhibit A with respect to performance after, or a Change in Control Event that the Release becomes effectiveoccurs after, the applicable Interim Date. Any benefit to the Participant pursuant to the 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 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, 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 the Retirement Policy, 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, 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 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 (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 (“Release Execution PeriodADEA”), 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 extent the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for ADEA is applicable in the fiscal year circumstances, in which case the Qualifying Termination occursParticipant 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. If the period during which shall be paid within sixty (60) days following such termination; provided that, if the Release Execution Period Participant is permitted to consider the release in accordance with this paragraph begins in one taxable calendar year and ends in another taxable a second calendar year, the payment of any Stock Units that remain eligible to vest or are payable pursuant to the preceding paragraphs of this Section 8 shall not be made until the first payroll period in January of earlier than the second taxable calendar year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; (ii) the date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if 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 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 2016 Stock Award and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full term.

Qualifying Termination. If, during the Term, Executive’s employment is terminated as a result of Executive incurs a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, then subject to and conditioned upon Executive's ’s timely execution and delivery (and non-revocation) revocation of a general release and waiver of claims in substantially a form prescribed by the form set forth in Exhibit A Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period between commencing on the Qualifying Termination Date and ending on the last day of 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 that on which the Release becomes effectiveeffective 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 of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “Release Execution PeriodFirst Payroll Date”), Executive shall be entitled to receive the following:). (aii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to two (2A) three (3) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive's ’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and target bonus from (y) Annual Bonus, in each case, for the Company’s Annual Incentive Program or such successor plan or program three (“AIP”3) for fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, which in no event 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 payroll period in January sum of the second taxable year; Lump Sum Severance plus the Continued Salary Severance exceed three (b3) if Executive (and his dependents) timely elects to continue health care continuation coverage under times the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; (ii) the date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if 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 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 2016 Stock Award and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termAverage Compensation.

Qualifying Termination. If, during the Term, Executive’s If your employment is terminated during the Term without Cause (as a result of a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery by the Company or by you for “Good Reason” (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”as defined below) (the period between the each, a “Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodTermination”), Executive the Company shall be entitled pay you (or cause to receive occur, as applicable) each of the following: (aA) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“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 lump sum payment equal to two pro-rated cash Performance Bonus, calculated as follows: the product of (2x) times Executive's Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as the Managing Director 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. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid within sixty (60) days following such termination; provided that, if to you no later than the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in January 15th day of the second taxable yearthird month immediately following the fiscal year in which the Qualifying Termination has occurred; (bC) if Executive the Company will continue to pay the cost (and his dependentsto the same extent that the Company was doing so immediately before the Termination Date) timely elects to continue health care for all group employee benefit coverage continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any comparable UK law, to the same extent provided by the Company’s group 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, whichever occurs first, provided that you timely elect COBRA coverage or coverage under any comparable UK law (in either case, “COBRA Benefits”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: . You agree (i) at any time either before or during the eighteen period of time you are receiving benefits under this subsection (18) month anniversary of C), to inform the Qualifying Termination; (ii) the date on which Executive becomes Company promptly in writing if you become eligible for to receive group health care coverage from a subsequent another employer; and (iiiii) that you may not increase the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingnumber of your designated dependents, if Flagstar’s making payments under any, during this Section 2.1(c) would violate the nondiscrimination rules applicable 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 non-grandfathered plans under the Affordable Care Act or any 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 ACAyou; and (cD) notwithstanding the terms “Accrued Obligations” (defined below) as of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”)Termination Date. For avoidance of doubt, the Company 2006 Equity Incentive Planpayments 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, as amended, then no payments or any applicable award documents, all benefits will otherwise be provided again under either one of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termthese subsections.

Qualifying Termination. If, during If (1) the Term, Company terminates the Executive’s employment is terminated as for any reason other than for Cause, Disability or death or (2) the Executive terminates employment for Good Reason (each, a result of a “Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution Period”), Executive shall be entitled to receive in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the following:2018 Equity Incentive Plan of Columbia Banking System, Inc. and including, for the avoidance of doubt, the Merger): (ai) the Company shall pay to the Executive in a lump sum payment equal to two 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) times the Executive's Base Salary ’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 applicable Company policy, and target bonus from (3) the CompanyExecutive’s Annual Incentive Program or such successor plan or program (“AIP”) Bonus earned for the fiscal year immediately preceding the fiscal year in which the Qualifying Date of Termination occurs, which occurs if such bonus has been determined but not paid as of the Date of Termination (the sum of the amounts described in clauses (1) through (3) shall be paid hereinafter referred to as the “Accrued Obligations”); (ii) subject to Section 4(e), the Company shall pay to the Executive a cash severance benefit in an amount equal to two times the Executive’s Annual Base Salary (the “Severance Benefits”). The Company shall pay the Severance 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 sixty such 60-day period; (60iii) 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 the fiscal year to which the Annual Bonus relates); (iv) subject to Section 4(e), a pro rata portion of any long-term incentive awards granted to the Executive shall vest as follows: (1) 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 such terminationvesting 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 employment terminates 15.5 months after the beginning of the Illustrative Vesting Period, then 16/48 of the restricted shares (32 restricted shares) will vest upon the Executive’s termination (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 4844-0817-3566 v.6 provided to the Executive and his dependents at the levels provided to active employees; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, Company determines that such continuation is not feasible without the payment shall of taxes or penalties or is not be made until the first payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage permissible under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)applicable law, the Company will reimburse and the Executive shall cooperate in good faith to modify this section in such a manner that does not materially increase the cost to the Company (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; (ii) the date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingcollectively, if 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 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; Welfare Benefits”); and (cvi) notwithstanding to the terms 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 2016 Stock Award and Incentive Plan its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “2016 PlanOther Benefits”). As used in this Agreement, the Company 2006 Equity Incentive Planterm “affiliated companies” shall include any company controlled by, as amended, controlling or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for under common control with the remainder of their full termCompany.

Qualifying Termination. If, during the Term, Executive’s you are no longer serving as the Chief Executive Officer of the Company because either (1) the Company has terminated your employment is terminated as a result of a Qualifying Termination, Chief Executive shall be entitled to receive the Accrued Amounts Officer without “Cause” (defined below), or (2) and, subject to Executive's timely execution and delivery you resign as Chief Executive Officer for “Good Reason” (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”as defined below) (the period between the each, a “Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodTermination”), Executive the Company shall be entitled pay you (or cause to receive occur, as applicable) each of the following: (aA) a lump sum payment cash severance installment payments in an aggregate amount equal to two hundred percent (2200%) times Executive's of your annual Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program as in effect on your “Qualifying Termination Date” (as defined below) (“AIPCash Severance”) for with the first installment of Cash Severance (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 monthly pro-rata installments commencing four months after the Termination Date such that the last installment is paid on the second 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 occursoccurred, 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 fiscal year prior to the Qualifying Termination Date and the denominator of which is 365 days. You shall also be eligible for a discretionary bonus (as determined by the Board or a compensation committee of 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 (d)(i)(B) (collectively, a “Pro-Rated Bonus”) shall be paid within sixty (60) days following such termination; provided that, if to you no later than the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in January 15th day of the second taxable yearthird month immediately following the fiscal year in which the Qualifying Termination has occurred; (bC) if Executive the Company will continue to pay the cost (and his dependentsto the same extent that the Company was doing so immediately before the Qualifying Termination Date) timely elects to continue health care for all group employee benefit coverage continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Qualifying Termination 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”) ; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under applicable law (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 reimburse Executive ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ March 25, 2015 continue to pay the cost (and his dependentsto the same extent that the Company was doing so immediately before the Qualifying Termination Date) monthly of all other benefits being provided to you immediately prior to the Qualifying Termination Date (the “Other Benefits”), for COBRA healthcare continuation premiums until the earlier of: (i) the 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 continued after the Qualifying Termination) and shall be paid until the earlier of (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 stock options granted to you prior to the 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 had continued and where vesting is based solely on continued employment) through the twenty-four (24) month anniversary 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 vesting period, shall automatically vest and become exercisable as of the Qualifying TerminationTermination Date. 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 “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 (24) 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); (iiy) the scheduled expiration date of the Options or other equity incentives; or (z) the date on which Executive becomes eligible for health care coverage from the Options are canceled (and not substituted or assumed) pursuant to a subsequent employer; and Change in Control (iiidefined below) or merger or acquisition or similar transaction involving the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if 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 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 ACACompany; and (cE) notwithstanding the terms “Accrued Obligations” (defined below) as of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”)Termination Date. For avoidance of doubt, the Company 2006 Equity Incentive Planpayments 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, as amendedthen 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 applicable award documentsreduction in Base Salary or target Performance Bonus that would give rise to your right to terminate for Good Reason. Additionally, all 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 elected or agreed upon temporary forbearance from payment of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full term▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ March 25, 2015 Page 5 Base Salary or Performance Bonus.

Qualifying Termination. If, during If the Term, Executive’s 's employment is terminated as a result of in a Qualifying TerminationTermination during the Protection Period, then the Executive shall be entitled to the following benefits: (i) a pro rata portion (based on the number of calendar days that have elapsed before the Executive's Date of Termination) of the Executive'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 is payable with respect to the fiscal year in which the Executive's Qualifying Termination occurs, the Executive shall receive the Accrued Amounts (defined below) andgreater of the applicable stay or retention bonus or the pro rata plan/target bonus provided herein, subject to Executive's timely execution and delivery (and non-revocation) of a general release and waiver of claims in substantially but the form set forth in Exhibit A (the “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution Period”), Executive shall not be entitled to receive both the following:retention/stay bonus and the pro rata plan/target bonus provided herein; (aii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and other severance benefits, the Company shall pay to the Executive a lump sum severance payment in an amount equal to two (2) times the sum of (A) the higher of (I) the Executive's Base Salary annual base salary in effect immediately before the event or circumstance upon which the Notice of Termination is based or (II) the Executive's annual base salary in effect immediately before the Change in Control and target bonus from (B) the higher of (x) the highest award paid or payable to the Executive pursuant to the Company’s Annual Incentive Program '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 successor plan annual bonus that would have been paid to the Executive based on actual performance but for any such guarantee) or program (“AIP”y) the Executive's threshold bonus opportunity for the fiscal year in which the Executive's Qualifying Termination occurs, which 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 paid within sixty required to execute and deliver a valid, binding and irrevocable general release in substantially the form attached hereto as Exhibit A (60which the Company shall deliver to the Executive promptly after the date of his Qualifying Termination). The payments provided for in this Section 4(d) days following such terminationshall be made not later than the date the release described above becomes binding and irrevocable under applicable law; provided provided, however, that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall amounts of such payments cannot be made until the first payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)finally determined on or before such day, the Company will reimburse shall pay to the Executive (and his dependents) monthly for COBRA healthcare continuation premiums until on such day an estimate, as determined in good faith by the earlier of: (i) the eighteen (18) month anniversary Company, of the Qualifying 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 1274(b)(2)(B) of the Internal Revenue Code of 1986, 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 be due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (ii5th) business day after demand by the date on which Executive becomes eligible for health care coverage from a subsequent employer; and Company (iiitogether with interest at the rate provided in Section 1274(b)(2)(B) of the date that Executive and his spouse qualify for coverage under MedicareCode). Notwithstanding the foregoing, if Flagstar’s making When payments are made under this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any 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 2016 Stock Award and Incentive Plan (the “2016 Plan”)Section, the Company 2006 Equity Incentive Planshall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, as amendedwithout limitation, any opinions or other advice the Company has received from outside counsel, auditors or consultants (and any applicable award documents, all of Executive’s then-outstanding unvested stock such written opinions or advice shall become fully vested and exercisable for be attached to the remainder of their full termstatement).

Qualifying Termination. If, during the Term, Executive’s employment is terminated as a result of Upon a Qualifying Termination, the Executive shall be entitled to will receive the Accrued Amounts (defined below) Payments and, subject to Executive's timely execution provided the Executive remains in compliance with the terms of this Agreement and delivery (and non-revocation) has met the requirements of a general release and waiver of claims in substantially the form set forth in Exhibit A Release Obligation, the following severance benefits (the “ReleaseSeverance Benefits”): (a) The Company shall provide the Executive, as severance, the following benefits: (i) twelve (12) 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 between the Qualifying Termination and the date that the Release becomes effective, of twelve (12) months (the “Release Execution 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 shall has fulfilled the Release Obligation. The Severance will be entitled subject to receive the following:all applicable withholding and deductions; and (aii) a lump sum payment equal to two (2) times Executive's Base Salary If Executive is eligible for 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 payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects to continue continued group health care continuation 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 reimburse pay Executive’s COBRA group health insurance premiums (the “COBRA Severance”) for Executive (and his dependents) monthly for COBRA healthcare continuation premiums Executive’s eligible dependents directly to the insurer until the earlier of: earliest of (iA) the eighteen (18) month anniversary end of the period immediately following Executive’s Qualifying Termination; Termination that is equal to the Severance Period (iithe “COBRA Payment Period”), (B) the expiration of Executive’s eligibility for continuation coverage under COBRA, or (C) the date on which 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 coverage from a subsequent employer; and (iii) reimbursement plan under the date that Executive and his spouse qualify for coverage under MedicareCode. Notwithstanding the foregoing, if Flagstar’s making payments 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 this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor 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 “ACASpecial Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or result 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 imposition case of penalties under the ACA and the related regulations and guidance promulgated thereunder)Special Severance Payment, the Parties agree such payment will be to reform this Section 2.1(c) Executive, in a manner as is necessary lump sum) equal to comply 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 ACAbalance 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 (cb) notwithstanding If, following the terms end of the Company 2016 Stock Award Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and Incentive Plan 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 “2016 PlanBonus Severance”). The Bonus Severance will be paid to the Executive pursuant to the payment timing provisions set forth in Section 2.2, the Company 2006 Equity Incentive Plan, as amended, or any subject to all applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested deductions and exercisable for the remainder of their full termwithholdings.

Qualifying Termination. IfShould you incur a Qualifying Termination (as defined below) you will be eligible for the following payments and benefits, during provided that you remain in compliance with your obligations under the Termterms of this agreement, Executive’s employment is terminated including, but not limited to the provisions regarding non-competition, non-solicitation, and non-disparagement, and the Release (as a result 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, Executive shall be entitled to receive the Accrued Amounts Termination under subparagraphs (defined below3) and, subject to Executive's timely execution and delivery or (and non-revocation4) of a general release and waiver of claims in substantially the form as set forth in Exhibit A (the “Release”) (the period between the definition below of Qualifying Termination and the date that the Release becomes effectiveTermination, the “Release Execution Period”), Executive shall be entitled to receive the following: (a) a lump sum payment an amount 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 average annual cash bonuses received by you during the fiscal 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 occursTermination, which the Separation Payment shall be paid as follows: 50% of the Separation Payment shall be paid to you within sixty ten business days of your execution of the Release, with the remaining 50% to be paid in equal installments, without interest, commencing on the Company's second regularly scheduled payroll following your execution of the Release and ending with the Company's regularly scheduled payroll one year later (60) days following such termination; the "Separation Pay Period"), provided that, that if the Release Execution Period begins ten business day period would end in one taxable a later calendar year and ends in another taxable year, payment shall not be made until than the first payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary date of the Qualifying Termination; (ii) , no part of the date on which Executive becomes eligible for health care coverage from Separation Payment shall be paid until the first business day of the subsequent calendar year. In the event of a subsequent employer; and (iii) change in payroll practice during the date Separation Pay Period, the Company may adjust the amounts of such installments as necessary to ensure that Executive and his spouse qualify for coverage under Medicarethe total amount paid is equal to the Separation Payment, as defined above. Notwithstanding the foregoing, if 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 successor law (the “ACA”), or result in the imposition event of penalties under the ACA and the related regulations and guidance promulgated thereunder)a Qualifying Termination within one year following a Change in Control, the Parties agree to reform this Section 2.1(c) Separation Payment shall be paid in a manner as is necessary to comply with single lump sum within ten (10) business days following the ACA; and (c) notwithstanding the terms effective date of the Company 2016 Stock Award and Incentive Plan (Qualifying Termination, again provided that if the “2016 Plan”)ten business day period would end in a later calendar year than the date of the Qualifying Termination, no part of the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock Separation Payment shall become fully vested and exercisable for be paid during the remainder of their full termearlier calendar year.

Qualifying Termination. If, If during the Term, Executive’s Employment Period the Executive suffers a “separation from service” (as defined in Treasury Regulation §1.409A-1(h)) because his employment is terminated as either by the Corporation other than for Cause or Disability or by reason of the Executive’s death or by the Executive for Good Reason (a result of a “Qualifying Termination”), Executive shall be entitled to receive the Accrued Amounts (defined below) andthen, subject to Executive's timely execution and delivery (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”) (the period between the Qualifying Termination and on the date that is six months after the Release becomes effectiveDate of Termination (or, if earlier than the end of such six-month period, within 30 days following the date of the Executive’s death), the “Release Execution Period”), Corporation will pay to the Executive shall be entitled (except as provided below) as compensation for services rendered to receive the followingCorporation: (a1) a lump A lump-sum payment cash amount 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 payroll period in January of the second taxable year;sum of: (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen Executive’s unpaid Base Salary through the Date of Termination (18at the rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time within the 90-day period preceding the Effective Date); plus (ii) month anniversary that portion of the Qualifying target Annual Bonus under the Corporation’s incentive compensation plans or any similar plans or programs then in effect determined by multiplying the target Annual Bonus by the fraction arrived at by dividing the number of full weeks for which the Executive was employed during the Fiscal Year in which his Date of Termination occurred by 52; plus (iii) a pro rata portion of the target payments under the Corporation’s long-term performance bonus (“LTI”) plans, or any similar plans or programs then in effect, adopted with respect to the current Fiscal Year and with respect to each of the immediately two preceding Fiscal Years. In each case, the pro rata portion of the LTI payment shall be determined by dividing the number of full weeks for which the Executive was employed since the beginning of the Fiscal Year with respect to which the relevant LTI plan was adopted to his Date of Termination by 156; plus (iv) any unpaid vacation under the Corporation’s vacation policy in effect at the Date of Termination (or, if more favorable to the Executive, under any vacation policy of the Corporation in effect at any time within the 90-day period preceding the Effective Date). (2) A lump-sum cash amount equal to the sum of: (i) three times the Executive’s highest annual rate of Base Salary in effect during the 12-month period prior to the Date of Termination; plus (ii) three times the target annual bonus in effect for the Fiscal Year in which the Change of Control occurs; plus (iii) three times the target LTI payment for the Fiscal Year in which the Change of Control occurs. Any amount paid to the Executive pursuant to this Section 7(d)(2) shall be offset by any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of the Executive’s employment under any other severance plan, policy, employment agreement or arrangement of the Corporation. (3) A lump sum cash amount equal to the excess of (i) the actuarial present value as of the Date of Termination of the benefits that would be accrued under the FedEx Corporation Employees’ Pension Plan and the FedEx Corporation Retirement Parity Pension Plan determined by assuming that (A) the Executive has earned an additional 36 months of the Executive’s highest annual rate of Base Salary in effect during the 12-month period prior to the Date of Termination and target annual bonus in effect for the Fiscal Year in which the Change of Control occurs and (B) the Executive is credited with an additional 36 months of age and service under such plans, over (ii) the date on which actuarial present value of the actual benefits accrued by the Executive becomes eligible for health care coverage from as of the Date of Termination under such plans without the assumptions set forth in clauses (A) and (B) of this Section (7)(d)(3). For purposes of determining actuarial present value under this Section 7(d)(3): (i) the most current Mortality Table (assuming a subsequent employerblend of 50 percent of male mortality rates and 50 percent of female mortality rates) shall be utilized; and (iiiii) the date that interest rate on 30-year U.S. Treasury securities for the month of May preceding the Fiscal Year in which the Date of Termination occurs shall be used (such rate is the “applicable interest rate” under Section 417(e)(3)(A)(ii)(II) of the Internal Revenue Code). (4) A lump sum cash amount equal to the Corporation’s cost (determined as of the Date of Termination) of 36 months of coverage under each plan and policy providing medical, dental, vision, accident, disability and life coverage with respect to the Executive and his spouse qualify for covered dependents, determined at the same coverage under Medicare. Notwithstanding level and upon the foregoing, if Flagstar’s making payments under this Section 2.1(c) would violate same terms as in effect immediately prior to the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (the “ACA”), or result in the imposition Date 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 2016 Stock Award and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termTermination.

Qualifying Termination. If, during If (1) the Term, Company terminates the Executive’s employment is terminated as for any reason other than for Cause, Disability or death or (2) the Executive terminates employment for Good Reason (each, a result of a “Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution Period”), Executive shall be entitled to receive in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the following:2018 Equity Incentive Plan of Columbia Banking System, Inc.): (ai) the Company shall pay to the Executive in a lump sum payment equal to two 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) times the Executive's Base Salary ’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 applicable Company policy, and target bonus from (3) the CompanyExecutive’s Annual Incentive Program or such successor plan or program (“AIP”) Bonus earned for the fiscal year immediately preceding the fiscal year in which the Qualifying Date of Termination occurs, which occurs if such bonus has been determined but not paid as of the Date of Termination (the sum of the amounts described in clauses (1) through (3) shall be paid hereinafter referred to as the “Accrued Obligations”); (ii) subject to Section 4(e), the Company shall pay to the Executive a cash severance benefit in an amount equal to two times the Executive’s Annual Base Salary (the “Severance Benefits”). The Company shall pay the Severance 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 sixty such 60-day period; (60iii) 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 the fiscal year to which the Annual Bonus relates); (iv) subject to Section 4(e), a pro rata portion of any long-term incentive awards granted to the Executive shall vest as follows: (1) 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 such terminationvesting 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 employment terminates 15.5 months after the beginning of the Illustrative Vesting Period, then 16/48 of the restricted shares (32 restricted shares) will vest upon the Executive’s termination (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 and his dependents at the levels provided to active employees; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, Company determines that such continuation is not feasible without the payment shall of taxes or penalties or is not be made until the first payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage permissible under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)applicable law, the Company will reimburse and the Executive shall cooperate in good faith to modify this section in such a manner that does not materially increase the cost to the Company (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; (ii) the date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingcollectively, if 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 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; Welfare Benefits”); and (cvi) notwithstanding to the terms 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 2016 Stock Award and Incentive Plan its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “2016 PlanOther Benefits”). As used in this Agreement, the Company 2006 Equity Incentive Planterm “affiliated companies” shall include any company controlled by, as amended, controlling or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for under common control with the remainder of their full termCompany.

Qualifying Termination. IfExcept as applies under paragraph 4(b), during the Term, if Executive’s employment by the Company is terminated as without Cause or by Executive pursuant to a result of a Qualifying Constructive Termination, then (i) the Employment Period shall be deemed to have ended as of the date of the termination of employment (the “Termination Date”), and (ii) Executive shall be entitled to receive (A) all earned and accrued Base Salary through the Accrued Amounts (defined below) Termination Date, any then accrued and unpaid Bonus for any fiscal year of the Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date, and, subject to Executive's the timely execution and delivery (and non-revocation) submission of a general release and waiver required documentation, all unpaid, reimbursable Expenses as of claims in substantially the form set forth in Exhibit A Termination Date (the “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodAccrued Obligations”), Executive shall be entitled and subject to receive Executive’s continued compliance with paragraphs 6, 7, 8, and 9 hereof, (B) an amount equal to the following: product of (ax) one (1) and (y) the sum of Executive’s (I) Base Salary and (II) Target Bonus in effect on the Termination Date, payable in equal monthly installments, in accordance with the Company’s normal payroll practices in effect on the Termination Date, for the twelve (12) month period following the Termination Date, (C) the Signing Bonus, payable in a lump sum payment equal to two on the sixtieth (260th) 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 day following such termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable yearnot previously paid, payment shall not be made until the first payroll period in January of the second taxable year; (bD) if the Executive (and his dependents) timely elects to continue health care and/or her dependents elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), payment by the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; COBRA premiums for the Executive and/or her dependents in the same amount paid by the Company prior to the Termination Date during the period beginning on the Termination Date and ending on the first to occur of (iixx) the date on which twelve (12) months after the Termination Date and (yy) the first day Executive becomes eligible for health care coverage from a subsequent similar benefits under another employer; 's plans, (E) to the extent allowed under the applicable plans, continued participation in the Company's life, long-term disability, and group accident plans beginning on the Termination Date and ending on the first to occur of (iiixx) the date that twelve (12) months after the Termination Date and (yy) the first day Executive becomes eligible for similar benefits under another employer's plans, and his spouse qualify for coverage under Medicare. Notwithstanding (F) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the foregoing, if Flagstar’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable services commonly provided to non-grandfathered plans under the Affordable Care Act or any 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) a person in a manner as is necessary position comparable to comply Executive’s position with the ACA; and (c) notwithstanding the terms of the Company 2016 Stock Award Company, subject, in each case, to withholding and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termother appropriate deductions.

Qualifying Termination. If, during the Term, Executive’s employment is terminated as a result of Executive incurs a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, then subject to and conditioned upon Executive's ’s timely execution and delivery (and non-revocation) revocation of a general release and waiver of claims in substantially a form prescribed by the form set forth in Exhibit A Company (the “Release”) which becomes effective and irrevocable no later than sixty (60) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay or provide to Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) (the “Continued Salary Severance”) during the period between commencing on the Qualifying Termination Date and ending on the last day of 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 that on which the Release becomes effectiveeffective 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 of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “Release Execution PeriodFirst Payroll Date”), Executive shall be entitled to receive the following:). (aii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of this Agreement, “Average Compensation” is the average of the sum of Executive's ’s actual (x) Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and target bonus from (y) Annual Bonus, in each case, for the Company’s Annual Incentive Program or such successor plan or program three (“AIP”3) for fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurs. For the avoidance of doubt, which in no event 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 payroll period in January sum of the second taxable year; Lump Sum Severance plus the Continued Salary Severance exceed two (b2) if Executive (and his dependents) timely elects to continue health care continuation coverage under times the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; (ii) the date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if 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 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 2016 Stock Award and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termAverage Compensation.

Qualifying Termination. If, during In the Term, Executive’s employment is terminated as a result event of a Qualifying Termination, the Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”) (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 followingfollowing benefits: (ai) Payment of all Accrued Obligations in a lump sum payment equal 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 two the Executive, (2ii) times Executive's Base Salary and target Payment in a lump sum on the Date of Termination of a pro rata cash bonus from the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for the fiscal year in which the Qualifying 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 within sixty (60) days following directly by the Corporation to the applicable insurer and/or administrator when premiums for such termination; provided thatcoverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. Notwithstanding the foregoing, if the Release Execution Period begins Executive is a “specified employee” (as described in one taxable year and ends in another taxable year, payment shall not be made until Section 7 below) on the first payroll period in January date of the second taxable year; Executive’s “separation from service” (b) if Executive (and his dependents) timely elects to continue health care continuation as described in Section 7 below), continued 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 (vi), the Executive and Executive’s dependents will be entitled to elect Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)) continuation 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 reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary date of the Qualifying Termination; (ii) “qualifying event” for the Executive and Executive’s dependents shall be the date on upon which Executive becomes eligible for health care coverage the Corporation-Paid Coverage terminates, (vii) Outplacement services, at the expense of the Corporation, from a subsequent employer; and (iii) provider reasonably selected by the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding Executive, provided however, to the foregoing, if Flagstar’s making payments under this Section 2.1(c) would violate extent the nondiscrimination rules applicable to non-grandfathered plans outplacement services are taxable under the Affordable Care Act or any successor law (Internal Revenue Code, the “ACA”), or result in expenses must be incurred before the imposition last day of penalties under the ACA second year following separation from service and the related regulations and guidance promulgated thereunder)reimbursement must be made before the last day of the third year following separation from service, the Parties agree to reform this Section 2.1(c) in a manner as is necessary to comply with the ACA; and (cviii) notwithstanding Tax preparation services for the terms Executive’s taxable year in which the Date of Termination occurs, provided at the expense of the Company 2016 Stock Award and Incentive Plan (Corporation, on the “2016 Plan”)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 Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all expenses must be incurred before the last day of Executive’s then-outstanding unvested stock shall become fully vested the second year following separation from service and exercisable for the remainder reimbursement must be made before the last day of their full termthe third year following separation from service.

Qualifying Termination. If, If during the Term, Employment Period the Executive’s employment is terminated as either by the Corporation other than for Cause or Disability or by reason of the Executive’s death or by the Executive for Good Reason (a result of a “Qualifying Termination”), Executive shall be entitled to receive then the Accrued Amounts (defined below) andCorporation will pay, subject to Executive's timely execution and delivery (and non-revocationthe provisions of Section 7(g) of a general release and waiver this Agreement, to the Executive within 30 days following the Date of claims in substantially the form set forth in Exhibit A Termination (the “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution Period”except as provided below), Executive shall be entitled as compensation for services rendered to receive the followingCorporation: (a1) a lump A lump-sum payment cash amount 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 payroll period in January of the second taxable year;sum of: (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen Executive’s unpaid Base Salary through the Date of Termination (18at the rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time within the 90-day period preceding the Effective Date); plus (ii) month anniversary that portion of the Qualifying target Annual Bonus under the Corporation’s incentive compensation plans or any similar plans or programs then in effect determined by multiplying the target Annual Bonus by the fraction arrived at by dividing the number of full weeks for which the Executive was employed during the Fiscal Year in which his Date of Termination occurred by 52; plus (iii) a pro rata portion of the target payments under the Corporation’s long-term performance bonus (“LTI”) plans, or any similar plans or programs then in effect, adopted with respect to the current Fiscal Year and with respect to each of the immediately two preceding Fiscal Years. In each case, the pro rata portion of the LTI payment shall be determined by dividing the number of full weeks for which the Executive was employed since the beginning of the Fiscal Year with respect to which the relevant LTI plan was adopted to his Date of Termination by 156; plus (iv) any unpaid vacation under the Corporation’s vacation policy in effect at the Date of Termination (or, if more favorable to the Executive, under any vacation policy of the Corporation in effect at any time within the 90-day period preceding the Effective Date). (2) A lump-sum cash amount equal to the sum of: (i) three times the Executive’s highest annual rate of Base Salary in effect during the 12-month period prior to the Date of Termination; plus (ii) three times the target annual bonus in effect for the Fiscal Year in which the Change of Control occurs; plus (iii) three times the target LTI payment for the Fiscal Year in which the Change of Control occurs. Any amount paid to the Executive pursuant to this Section 7(d)(2) shall be offset by any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of the Executive’s employment under any other severance plan, policy, employment agreement or arrangement of the Corporation. (3) A lump sum cash amount equal to the excess of (i) the actuarial present value as of the Date of Termination of the benefits that would be accrued under the FedEx Corporation Employees’ Pension Plan and the FedEx Corporation Retirement Parity Pension Plan determined by assuming that (A) the Executive has earned an additional 36 months of the Executive’s highest annual rate of Base Salary in effect during the 12-month period prior to the Date of Termination and target annual bonus in effect for the Fiscal Year in which the Change of Control occurs and (B) the Executive is credited with an additional 36 months of age and service under such plans, over (ii) the date on which actuarial present value of the actual benefits accrued by the Executive becomes eligible for health care coverage from as of the Date of Termination under such plans without the assumptions set forth in clauses (A) and (B) of this Section (7)(d)(3). For purposes of determining actuarial present value under this Section 7(d)(3): (i) the most current Mortality Table (assuming a subsequent employerblend of 50 percent of male mortality rates and 50 percent of female mortality rates) shall be utilized; and (iiiii) the date that Executive and his spouse qualify interest rate on 30-year U.S. Treasury securities for coverage under Medicare. Notwithstanding the foregoing, if Flagstar’s making payments under this Section 2.1(c) would violate month of May preceding the nondiscrimination rules applicable to non-grandfathered plans under Fiscal Year in which the Affordable Care Act or any successor law Date of Termination occurs shall be used (such rate is the “ACA”), or result in the imposition of penalties applicable interest rate” under the ACA and the related regulations and guidance promulgated thereunder), the Parties agree to reform this Section 2.1(c417(e)(3)(A)(ii)(II) in a manner as is necessary to comply with the ACA; and (c) notwithstanding the terms of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”Internal Revenue Code), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full term.

Qualifying Termination. IfExcept as applies under paragraph 4(b), during if prior to the Termexpiration of the Employment Period (without regard to any early termination of the Employment Period as set forth in this paragraph 4), Executive’s employment by the Company is terminated as without Cause or by Executive pursuant to a result of a Qualifying Constructive Termination, or the Company gives Executive notice pursuant to paragraph 1 of this Agreement that it is not renewing the Employment Period, then (i) the Employment Period shall be deemed to have ended as of the date of the termination of employment or the end of the Employment Period in the case of non-renewal (the “Termination Date”), and (ii) Executive shall be entitled to receive (A) all earned and accrued Base Salary through the Accrued Amounts (defined below) Termination Date, any then accrued and unpaid Bonus for any fiscal year of the Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date, and, subject to Executive's the timely execution and delivery (and non-revocation) submission of a general release and waiver required documentation, all unpaid, reimbursable Expenses as of claims in substantially the form set forth in Exhibit A Termination Date (the “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodAccrued Obligations”), Executive shall be entitled and subject to receive the following: Executive’s continued compliance with paragraphs 6, 7 and 8 hereof, (aB) a lump sum payment an amount equal to two the product of (2x) times one and one-half (1.5) and (y) the sum of Executive's ’s (I) Base Salary and target bonus from (II) Target Bonus in effect on the Termination Date, payable in equal monthly installments, in accordance with the Company’s Annual Incentive Program or such successor plan or program (“AIP”) normal payroll practices in effect on the Termination Date, 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 payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary period following the Termination Date, (C) an amount (the “Pro-Rata Amount”) equal to the product of (p) the percentage of the Qualifying Termination; days in the applicable calendar year that Executive is employed by the Company and (iiq) Executive’s annual Bonus for such full year if Executive’s employment had not terminated (without regard to any subjective performance goals), payable in accordance with paragraph 3(b) hereof, (D) continued Benefits during the period beginning on the Termination Date and ending on the first to occur of (xx) the date eighteen (18) months after the Termination Date and (yy) the first date after the date hereof on which Executive becomes eligible for health care coverage accepts employment from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoing, if 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 company or any 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 other entity other than a manner as is necessary to comply with the ACA; and (c) notwithstanding the terms member of the Company 2016 Stock Award Group, and Incentive Plan (E) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of services commonly provided to a person in a position comparable to Executive’s then-outstanding unvested stock shall become fully vested position with the Company, subject, in each case, to withholding and exercisable for the remainder of their full termother appropriate deductions.

Qualifying Termination. If, at any time during the TermVesting Period, Executive’s the Participant ceases to be employed by the Employer, (the date of such termination of employment is terminated referred to as the Participant’s “Severance Date”) as a result of (i) the Participant’s death or Disability or (ii) a Qualifying Terminationtermination of employment by the Employer without Cause or by Participant for Good Reason (each as defined herein), Executive shall be entitled to receive the Accrued Amounts (defined below) andthen, subject to Executive's timely execution the following paragraph and delivery 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 end of the Vesting Period. In the event Participant’s termination of service is due to a “Qualifying Retirement” during the Performance Period (as defined in Healthpeak’s Retirement Policy as in effect on the Award Date), the Performance LTIP Units will be subject to the pro rata vesting treatment set forth in Healthpeak’s Retirement Policy (and non-revocationthe requirements set forth therein). In the event that the Participant’s employment terminates in the circumstances described in the preceding paragraph (including a Qualifying Retirement) and the Severance Date occurs on or before the last day of a general release the fourth year of the Performance Period, or after the Severance Date and waiver before the last day of claims the fourth year of the Performance Period, an Interim Date (as defined in substantially Exhibit A) has been or is established with respect to the form 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 follows the later of the Severance Date or the applicable Interim Date as to the Peer Group (such determination to be the “Release”) (Committee Determination as to the period between Peer Group). In such circumstances, any Performance LTIP Units corresponding to the Qualifying Termination and Peer Group that 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 the Release becomes effectiveoccurs after, the “Release Execution Period”)applicable Interim Date. Any benefit to the Participant pursuant to the preceding paragraphs of this Section 8 (including in connection with a Qualifying Retirement, Executive shall be entitled but other than in connection with the Participant’s death) is subject 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 payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: condition that (i) the eighteen Participant has fully executed a valid and effective release (18) month anniversary of in the Qualifying Termination; 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 Healthpeak’s Retirement Policy, which other form shall include the Corporation, the Partnership and their related persons as releasees and otherwise be substantially similar to 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 laws), (ii) such executed release is delivered by the date on which Executive becomes eligible for health care coverage from a subsequent employer; Participant to Healthpeak and the 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 that Executive and his spouse qualify as may be required for coverage under Medicare. Notwithstanding an enforceable release of the foregoing, if FlagstarParticipant’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans claims under the Affordable Care United States Age Discrimination in Employment Act or any successor law of 1967, as amended (the “ACAADEA”), or result to the extent the ADEA is applicable in the imposition circumstances, in which case the Participant will be provided with either twenty-one (21) or forty-five (45) days, depending on the circumstances of penalties under the ACA termination, to consider the release). In addition, Healthpeak and the related regulations and guidance promulgated thereunder), Corporation may require that the Parties agree to reform this Section 2.1(c) in a manner as is necessary to comply with Participant’s release be executed no earlier than the ACA; and (c) notwithstanding the terms of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of ExecutiveParticipant’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termSeverance Date.

Qualifying Termination. If, at any time during the TermVesting Period, Executive’s the Participant ceases to be employed by the Corporation or its Subsidiaries (the date of such termination of employment is terminated referred to as the Participant’s “Severance Date”) as a result of (i) the Participant’s death or Disability or (ii) a Qualifying Terminationtermination of employment by the Corporation or one of its Subsidiaries without Cause or by Participant for Good Reason (each as defined herein), Executive shall be entitled to receive the Accrued Amounts (defined below) andthen, subject to Executive's timely execution the following paragraph and delivery 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 non-revocationwill remain subject to Section 3, and (y) the Participant will vest with respect to the number of a general release 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 that the Participant’s employment terminates in the circumstances described in the preceding paragraph and waiver the Severance Date occurs on or before the last day of claims the second year of the 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, an Interim Date (as defined in substantially Exhibit A) has been or is established with respect to Peer Group I (as such term is defined in Exhibit A), the form 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 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 follows the later of the Severance Date or the applicable Interim Date as to Peer Group I (such determination to be the “Release”) (the period between the Qualifying Termination and Committee Determination as to Peer Group I). In such circumstances, any Performance LTIP Units corresponding to Peer Group I that 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 the Release becomes effectiveoccurs after, the “Release Execution Period”), Executive shall be entitled applicable Interim Date. Any benefit to receive the following: Participant pursuant to the preceding paragraphs of this Section 8 (aother than in connection with the Participant’s death) a lump sum payment equal is subject 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 payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: condition that (i) the eighteen Participant has fully executed a valid and effective release (18) month anniversary of in the Qualifying Termination; 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 laws), (ii) such executed release is delivered by the date on which Executive becomes eligible for health care coverage from a subsequent employer; Participant to the Corporation so that it is received by 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 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 that Executive and his spouse qualify as may be required for coverage under Medicare. Notwithstanding an enforceable release of the foregoing, if FlagstarParticipant’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans claims under the Affordable Care United States Age Discrimination in Employment Act or any successor law of 1967, as amended (the “ACAADEA”), or result to the extent the ADEA is applicable in the imposition circumstances, in which case the Participant will be provided with either twenty-one (21) or forty-five (45) days, depending on the circumstances of penalties under the ACA and termination, to consider the related regulations and guidance promulgated thereunderrelease). In addition, the Parties agree to reform this Section 2.1(c) in a manner as is necessary to comply with Corporation may require that the ACA; and (c) notwithstanding Participant’s release be executed no earlier than the terms of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of ExecutiveParticipant’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termSeverance Date.

Qualifying Termination. If, during the Term, Executive’s If your employment is terminated during the Term without Cause (as a result of a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery by the Company or by you for “Good Reason” (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”as defined below) (the period between the each, a “Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodTermination”), Executive the Company shall be entitled cause to receive occur each of the following: : (aA) a lump sum payment pay you cash severance installment payments in an aggregate amount equal to two one hundred percent (2100%) times Executive's of your annual Base Salary and target bonus as in effect on your Termination Date (“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 (“Section 409A”)) from the Company’s Annual Incentive Program or such successor plan or program Company (“AIPTermination Date”), and the last installment being paid on the first anniversary of the Termination Date; (B) for pay you 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 occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as President, 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 the 2010 Management Incentive Plan or 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. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid within sixty to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (60C) days following such termination; provided thataccelerate the vesting of your RSUs and other time-based vesting equity awards, if any, in accordance with their applicable vesting schedules, as if you had provided an additional twelve (12) months of service to the Release Execution Period begins in one taxable year and ends in another taxable yearCompany as its President, payment shall not be made until the first payroll period in January Worldwide Cinema as of the second taxable year; Termination Date; (bD) if Executive the Company will continue to pay the cost (and his dependentsto the same extent that the Company was doing so immediately before the Termination Date) timely elects to continue health care for all group employee benefit coverage continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), ) to the Company will reimburse Executive (and his dependents) monthly same extent provided by the Company’s group plans immediately before the Termination Date for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of months after the Qualifying Termination; (ii) the date on which Executive becomes 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”). 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 care coverage from a subsequent another employer; and (iiiii) 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; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under applicable law (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; and (E) the date that Executive and his spouse qualify for coverage under Medicare“Accrued Obligations” (defined below) as of the Termination Date. Notwithstanding the foregoing, if 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 successor law (the “ACA”), or result in the imposition For avoidance of penalties under the ACA and the related regulations and guidance promulgated thereunder)doubt, the Parties agree to reform this Section 2.1(cpayments and benefits that may be provided under Sections 3(e)(i) in a manner as is necessary to comply with the ACA; and (cabove or 3(e)(ii) notwithstanding the terms of the Company 2016 Stock Award below shall not be provided more than once and Incentive Plan (the “2016 Plan”), the Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested if payments and exercisable for the remainder of their full term.benefits are provided under

Qualifying Termination. If, during the Term, Executive’s If your employment is terminated during the Term without Cause (as a result of a Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery by the Company or by you for “Good Reason” (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”as defined below) (the period between the each, a “Qualifying Termination and the date that the Release becomes effective, the “Release Execution PeriodTermination”), Executive the Company shall be entitled pay you (or cause to receive occur, as applicable) each of the following: (aA) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“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 (“Section 409A”)) from the Company (“Termination Date”), and the last installment being paid on the first anniversary of the Termination Date; (B) a lump sum payment equal to two pro-rated cash Performance Bonus, calculated as follows: the product of (2x) times Executive's Base Salary and target bonus from the Company’s Annual Incentive Program or such successor plan or program (“AIP”) for Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as Executive Vice-President, Mobile and Consumer 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 the 2010 Management Incentive Plan or 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. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid within sixty (60) days following such termination; provided that, if to you no later than the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in January 15th day of the second taxable yearthird month immediately following the fiscal year in which the Qualifying Termination has occurred; (bC) if Executive the Company will continue to pay the cost (and his dependentsto the same extent that the Company was doing so immediately before the Termination Date) timely elects to continue health care for all group employee benefit coverage continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group 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, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”), the Company will reimburse Executive (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: . You agree (i) at any time either before or during the eighteen period of time you are receiving benefits under this subsection (18) month anniversary of C), to inform the Qualifying Termination; (ii) the date on which Executive becomes Company promptly in writing if you become eligible for to receive group health care coverage from a subsequent another employer; and (iiiii) that you may not increase the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingnumber of your designated dependents, if Flagstar’s making payments under any, during this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (the “ACA”), or result in the imposition time unless you do so at your own expense. The period 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 ACAsuch COBRA Benefits shall be considered part of your COBRA coverage entitlement period; and (cD) notwithstanding the terms “Accrued Obligations” (defined below) as of the Company 2016 Stock Award and Incentive Plan (the “2016 Plan”)Termination Date. For avoidance of doubt, the Company 2006 Equity Incentive Planpayments 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, as amended, then no payments or any applicable award documents, all benefits will otherwise be provided again under either one of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for the remainder of their full termthese subsections.

Qualifying Termination. If, during If (1) the Term, Company terminates the Executive’s employment is terminated as for any reason other than for Cause, Disability or death or (2) the Executive terminates employment for Good Reason (each, a result of a “Qualifying Termination, Executive shall be entitled to receive the Accrued Amounts (defined below) and, subject to Executive's timely execution and delivery (and non-revocation) of a general release and waiver of claims in substantially the form set forth in Exhibit A (the “Release”) (the period between the Qualifying Termination and the date that the Release becomes effective, the “Release Execution Period”), Executive shall be entitled to receive in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the following:2018 Equity Incentive Plan of Columbia Banking System, Inc. and including, for the avoidance of doubt, the Merger): (ai) the Company shall pay to the Executive in a lump sum payment equal to two 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) times the Executive's Base Salary ’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 applicable Company policy, and target bonus from (3) the CompanyExecutive’s Annual Incentive Program or such successor plan or program (“AIP”) Bonus earned for the fiscal year immediately preceding the fiscal year in which the Qualifying Date of Termination occurs, which occurs if such bonus has been determined but not paid as of the Date of Termination (the sum of the amounts described in clauses (1) through (3) shall be paid hereinafter referred to as the “Accrued Obligations”); (ii) subject to Section 4(e), the Company shall pay to the Executive a cash severance benefit in an amount equal to two times the Executive’s Annual Base Salary (the “Severance Benefits”). The Company shall pay the Severance 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 sixty such 60-day period; (60iii) 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 the fiscal year to which the Annual Bonus relates); (iv) subject to Section 4(e), a pro rata portion of any long-term incentive awards granted to the Executive shall vest as follows: (1) 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 such terminationvesting 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 employment terminates 15.5 months after the beginning of the Illustrative Vesting Period, then 16/48 of the restricted shares (32 restricted shares) will vest upon the Executive’s termination (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 and his dependents at the levels provided to active employees; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, Company determines that such continuation is not feasible without the payment shall of taxes or penalties or is not be made until the first payroll period in January of the second taxable year; (b) if Executive (and his dependents) timely elects to continue health care continuation coverage permissible under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)applicable law, the Company will reimburse and the Executive shall cooperate in good faith to modify this section in such a manner that does not materially increase the cost to the Company (and his dependents) monthly for COBRA healthcare continuation premiums until the earlier of: (i) the eighteen (18) month anniversary of the Qualifying Termination; (ii) the date on which Executive becomes eligible for health care coverage from a subsequent employer; and (iii) the date that Executive and his spouse qualify for coverage under Medicare. Notwithstanding the foregoingcollectively, if 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 successor law (the “ACAWelfare Benefits”), 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 (cvi) notwithstanding to the terms 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 2016 Stock Award and Incentive Plan its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “2016 PlanOther Benefits”). As used in this Agreement, the Company 2006 Equity Incentive Planterm “affiliated companies” shall include any company controlled by, as amended, controlling or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and exercisable for under common control with the remainder of their full termCompany.