Common use of Severance Benefits Clause in Contracts

Severance Benefits. Subject to Section 4 hereof, if (1) Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.

Severance Benefits. Subject to Section 4 hereof, if If (1a) Executive’s Executive terminates his employment is involuntarily terminated by with the Company without Cause (and such termination does not arise as during the Protected Period for a result of Executive’s death or Disability), Good Reason event or (2b) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company terminates Executive's employment during the Protected Period other than (without revocationi) for Cause or (ii) due to Executive's inability to perform the primary duties of his position for at least 180 consecutive days due to a valid release physical or mental impairment, Executive shall receive the following compensation and benefits from the Company: A. Within five business days of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such date of his termination of employment the Company shall pay to Executive in a lump sum, in cash, an amount equal to three times the sum of Executive's (i) Termination Base Salary and (ii) Bonus. B. Notwithstanding anything in any Company employee stock incentive plan, Penn Virginia Resource GP, LLC Long-Term Incentive Plan or any grant agreement under either to the contrary, as of the date of Executive's termination of employment (i) all restricted shares of Company stock and all restricted and phantom unit awards with respect to common units of Penn Virginia Resource Partners L.P. of Executive shall become 100% vested and all restrictions thereon shall lapse and the Company shall promptly deliver to Executive unrestricted shares of Company stock and common units and (ii) each outstanding Company stock option of Executive shall become 100% exercisable and shall remain exercisable for the remainder of such option's term or three years, whichever is less. C. For the 24-month period beginning on the date of his termination of employment (the 'Continuation Period'), the Company shall continue to provide Executive and Executive’s compliance 's eligible family members with medical and dental health benefits at least equal to those which would have been provided to Executive if Executive's employment had not been terminated or, if more favorable to Executive, as in all material respects with Executive’s covenants effect generally at any time during such period, provided Executive pays a monthly premium for such coverage equal to the monthly premium charged to active employees in general for similar coverage. Notwithstanding the foregoing, if Executive becomes eligible to receive medical and obligations contained in dental benefits under another employer's group plans during this AgreementContinuation Period, the Restricted Activities Agreement (as defined below) Company's obligations under this Section C shall be reduced to the extent comparable benefits are actually received by Executive during such period, and any such benefits actually received by Executive shall be promptly reported by Executive to the General Release (provided, thatCompany. In the event Executive is ineligible under the terms of the Company's medical and dental plans to continue to be so covered, the Company shall provide Executive with written notice substantially equivalent coverage through other sources (with the same tax consequences to Executive) or will provide Executive with a lump sum payment in such amount that, after all taxes on that amount, shall be equal to the cost to Executive of any Executive's obtaining such noncompliance coverage from another source for Executive and not less than 30 days to cureExecutive's eligible family members. The lump sum shall be determined on a present value basis using the interest rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code on the date of termination. D. Throughout the term of the Continuation Period or until Executive begins other full-time employment with a new employer, if curable)whichever occurs first, Executive shall be entitled to receive outplacement services, paid by the following: 3.1. Company, with a nationally prominent executive outplacement service firm selected by the Company shall continue and reasonably acceptable to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance . If Executive's employment with the Company’s regular payroll practices for Company terminates prior to, but within six months of, the date on which a period Change of twelve Control occurs, and it is reasonably demonstrated by Executive that such termination of employment was (12i) months commencing on by the first payroll date following the effectiveness Company in connection with or in anticipation of the General Release Change of Control or (provided, that, ii) by Executive shall not be treated as an employee while receiving such amounts); 3.2. under circumstances which would have constituted Good Reason if the termination date occurs circumstances arose on or after the first day Change of Control, then for all purposes of this Agreement the third quarter Change of Control shall be deemed to have occurred, and the fiscal year when Protected Period shall be deemed to have commenced, on the date immediately prior to the date of such termination date occurs, the of Executive's employment. The Company may withhold from any amounts or benefits payable under this Agreement all such taxes as it shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior be required to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid withhold pursuant to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under any applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage or regulation. Any payment not timely made by the Company under this Section 3.3 Agreement shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesbear interest at the highest nonusurious rate permitted by applicable law.

Severance Benefits. Subject to Section 4 hereof(a) If upon, if (1) Executive’s employment or within 12 months following, a Change in Control, Employee is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary Employee resigns with for Good Reason, then, subject to Executive executing and delivering Employee shall be entitled to the Company following (without revocation) “Change in Control Severance Benefits”), provided that Employee executes and lets become effective a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 within 45 days following such the termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the followingemployment: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period lump sum cash payment equal to 150% of twelve the sum of (12x) months following ExecutiveEmployee’s termination of employmentthen-existing annual base salary and (y) the average annual cash bonus as determined by the Company over the prior three years, which shall be paid for by as soon as administratively practicable after the Company date on which the Release becomes effective, and, in any event, no later than two and one-half (2 1/2) months after the end of the taxable year of the Employee in which the termination of employment occurs; (ii) a subsequent period payment or reimbursement of six health benefit continuation coverage under COBRA or otherwise from the termination date through the earlier of (6A) 18 months following such initial twelve the termination date or (12B) month period the date Employee becomes eligible for health benefits with another employer, which shall be paid for by Executive but which will be subsidized by no later than the Company (such that Executive’s cost month of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); coverage, provided that Executive if Employee is eligible and remains no longer eligible for COBRA continuation coverage; and provided, further, that in a lump sum payment calculated based on the event that Executive obtains other employment that offers comparable group health benefits, such continuation monthly premiums immediately prior to the expiration of coverage by the Company under this Section 3.3 shall immediately ceaseCOBRA coverage; and 3.4. any earned but unpaid bonus for any prior completed bonus year (iii) 100% of all of the Employee’s unvested and outstanding Equity Awards shall be payable when otherwise paid to other Company executivesbecome vested.

Severance Benefits. Subject to Section 4 hereof, if The severance benefits payable hereunder shall be: (1) a cash amount equal to two times the Executive’s 's annual base salary as in effect on the date of termination of employment; (2) continuation of all employer-provided insurance coverage (or benefits self-insured by the Company, if any), subject to any insurance policy limitations and the additional limitations described below, for two years following the date of termination of employment; (3) all options to purchase securities of the Company held by the Executive on the date of termination of his employment is involuntarily terminated shall immediately vest on such date and Executive may exercise the options for two years following the date of termination of employment; and (4) if applicable, an additional sum of cash which compensates Executive in full for the imposition of any additional income tax and/or excise tax or penalty under Section 4999 of the Internal Revenue Code ("Code") or otherwise imposed on account of any payment hereunder being determined by the Company or the Internal Revenue Service to be a parachute payment under Section 280G of the Code. The Company has determined that it cannot (without Cause adverse tax consequences under applicable Code requirements) allow Executive to continue in its health benefit plans at the Company's expense after termination. In lieu of such health plan continuation (and such termination does not arise as a result of Executive’s death or Disability), or otherwise provided in clause (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that)), the Company shall provide Executive: (i) during the first 18 months, an amount of taxable compensation sufficient to reimburse the Executive for his cost of healthcare continuation coverage under the Company's health plan pursuant to the COBRA continuation requirements (set forth in Section 4980B of the Code); and (ii) during months 19-24 an amount sufficient to purchase an individual health insurance policy (as made available on a guaranteed issue basis in Executive's state of residence). With respect to the payments for months 19-24 as set forth in (ii) above, the Company shall also pay to Executive an additional amount ("gross-up") which, after payment of all taxes in connection with written notice of any such noncompliance and not less than 30 days to curegross-up, results in Executive's being in the same after-tax position as if curable), such individual health insurance coverage had been provided on a wholly tax-free basis. Executive shall be entitled required to take any necessary steps to elect COBRA continuation coverage and apply for individual health insurance coverage at the following: 3.1end of the COBRA continuation period. If either COBRA or individual health insurance coverage is or becomes unavailable (e.g., because the Executive receives coverage from another employer) the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (make monthly payments to the extent permitted under applicable law and Executive equal to the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employmentmonthly COBRA amount hereunder, which shall be paid taxable to the Executive with respect to the payments for by the Company months 1-18 and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid grossed-up to the Executive with respect to the payments for by Executive but which will be subsidized by months 19-24. If the Company (such subsequently determines that it can allow Executive to participate in its health benefit plans without adverse tax consequences to either itself or Executive’s cost , it may elect to do so in lieu of such reimbursing Executive for COBRA and/or individual health insurance coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan)set forth herein; provided however that if the Company's determination is incorrect and Executive is subject to adverse tax consequences as a result, then the Company shall make such additional payments to Executive so that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefitssame after-tax position as if such benefits had been provided on a wholly tax-free basis. Except as otherwise set forth herein, such continuation of coverage by the Company cash amounts due under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year 3 shall be payable when otherwise paid to other Company executivesin a single sum immediately upon the termination of Executive's employment.

Severance Benefits. Subject to Section 4 hereof, if (1) Executive’s employment is involuntarily terminated by Change in Control ------------------------------------- In the event that the Company exercises its rights under Section 4.1(a)(ii) (termination without Cause Cause) or Executive exercises his rights under Section 4.1(b) (and such termination does not arise as a result of Executive’s death or Disabilityresignation for Good Reason), Executive will receive the following severance benefits: a) Commencing on the date of termination or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A resignation (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that"Termination Date"), the Company shall provide pay the Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices his then current base salary for a period of twelve months (12) months commencing on the first payroll date following "Initial Period"), less any lawful withholding (such amount of twelve months' salary, in aggregate, the effectiveness "Initial Severance Amount"). The Initial Severance Amount shall be paid in a lump sum payment within ten days of the General Release (provided, that, Termination Date. b) If the Executive shall not be treated as an employee while receiving such amounts); 3.2. if has failed to commence alternative employment at any time prior to the termination date occurs on or after the first day end of the third quarter of the fiscal year when such termination date occursInitial Period, the Company shall will continue to pay the Executive a prorated annual bonus for at the portion rate of the fiscal year worked prior to termination of employment based on actual performance achieved as determined his base salary as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under Termination Date, less any lawful withholding, in monthly installments for a period (the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”"Extension Period") continued participation in that will terminate on the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for earlier of: (i) a period the end of twelve the sixth month after the end of the Initial Period, or (12ii) months following Executive’s termination the date that the Executive commences alternative employment. From time to time during the Extension Period, but in no event more frequently than monthly, the Executive will be available by telephone to update the Chief Executive Officer of the Company on the status of his efforts to obtain alternative employment, and he will notify the Company in writing within ten days after accepting alternative employment. Upon accepting new employment, the Executive will not unreasonably delay commencing work for his new employer in order to continue receiving payments during the Extension Period. For purposes of this Agreement, "alternative employment" is defined as any business relationship (excluding consulting relationships of less than one month) from which the Executive receives monthly W- c) Any stock option(s) issued to Executive pursuant to the EGGHEAD, INC. 1993 STOCK OPTION PLAN (the "Plan") and the EGGHEAD, INC. NONQUALIFIED STOCK OPTION LETTER AGREEMENT AND PLAN SUMMARY that are outstanding and unexercised as of the Termination Date shall vest on a prorated basis as of immediately prior to the Executive's termination or resignation on the Termination Date (except as otherwise provided in the final sentence of this subsection (c)). For purposes of the preceding sentence, "prorated basis" shall mean, with respect to each such stock option, that it shall be paid for deemed to be vested as to that percentage of shares originally subject to the option equal to the quotient of the number of weeks that the Executive was employed by the Company and during that stock option's entire vesting period (iirounded up to the nearest week) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized divided by the Company (such that Executive’s cost total number of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant weeks in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.stock option's entire vesting period (e.

Severance Benefits. Subject If, following the occurrence of a Change in Control, Employee's employment with the Company is terminated pursuant to Section 4 hereof8(a)(i), (ii) or (iii), the Company will pay to Employee the following amounts within five business days after the Termination Date and will provide to Employee the following benefits (collectively, the "Severance Benefits"): (i) A lump sum payment equal to three times the highest Aggregate Cash Compensation paid or payable to Employee for any of the three calendar years preceding the year in which the Termination Date occurs or for the year in which the Termination Date occurs if the Termination Date occurs after the end of the first quarter; for purposes of this Section 8(b)(i), if the Company's financial performance for the year-to-date period preceding the Termination Date is consistent with budgeted levels (1as certified by the Compensation Committee) Executive’s employment then the Aggregate Cash Compensation for the year in which the Termination Date occurs shall be assumed to be equal to the sum of: (A) the Employee's Base Pay, (B) the Employee's Annual Incentive Plan bonus payable for the year in which the Termination Date occurs, calculated by multiplying the product of the Employee's Base Pay and the Employee's bonus percentage by 150%, and (C) the Employee's Performance Award Plan award payable for the award period ending with the year in which the Termination Date occurs as if the earnings per share growth rate for such year were assumed to be the actual growth rate for the year-to-date period prior to the Termination Date; (ii) During the Continuation Period: (A) the Company will arrange to provide Employee with group medical, dental and vision benefits substantially similar to those which Employee was receiving or entitled to receive immediately prior to the Change in Control; and (B) the Company (or successor) will provide Employee the use of office space, furnishings and secretarial support services comparable to those provided to Employee immediately prior to the Change in Control; If and to the extent that any benefit described in Section 8(b)(ii)(A) is involuntarily terminated not or cannot be paid or provided under any policy, plan program or arrangement of the Company, then the Company will pay or provide for the payment to Employee, his dependents and beneficiaries, of such Employee Benefits in any manner selected by the Company. Without otherwise limiting the purposes or effect of Section 8, Employee Benefits otherwise receivable by Employee pursuant to Section 8(b)(ii)(A) will be reduced to the extent comparable welfare benefits are actually received by Employee from another employer during the Continuation Period, and any such benefits received by Employee shall be reported by Employee to the Company. (iii) The Company shall take whatever action is necessary to fund completely any split-dollar life insurance arrangement maintained by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion benefit of the fiscal year worked prior to termination of employment based on actual performance achieved as determined Employee, effective as of the Termination Date and based upon Employee's service through the end of such year payable when bonuses are generally paid to other Company executivesthe Continuation Period; 3.3. subject (iv) Effective as of the Termination Date, Employee will be credited with service with the Company for an additional 36 months for the purpose of determining service credits and benefits due and payable to Executive’s timely election of continuation coverage Employee under the Consolidated Omnibus Budget Reconciliation Act Company's retirement income, supplemental retirement and other benefit plans of 1985the Company applicable to Employee, as amended (“COBRA”) continued participation in the Company’s group health plan (his dependents or his beneficiaries immediately prior to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant Change in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately ceaseControl; and 3.4. any earned but unpaid bonus for any prior completed bonus year (v) Employee shall be permitted to elect to defer receipt of amounts payable when otherwise paid to other Company executiveshim, if any, under the Company's Senior Management Savings Plan and Senior Management Savings Plan for Corporate Officers until any date not later than the expiration of the Continuation Period.

Severance Benefits. Subject In the event of a termination of the Employee’s employment hereunder without cause before or after a Change in Control pursuant to Section 4 hereof8.3 or for Good Reason within twelve (12) months following a Change in Control pursuant to Section 8.4(a) or following a Potential Change in Control pursuant to Section 8.5, if the Employee shall be entitled to receive the following: (1a) Executive’s employment is involuntarily terminated by All accrued but unpaid (as of the effective date of such termination) Salary and a pro-rata percentage of the bonus (provided in Section 4.2) for the last fiscal year of the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering prior to the Company date of the Employee’s termination provided that the Employee has complied with all of his/her obligations under this Agreement and continues to comply with all of his/her surviving obligations hereunder listed in Section 10. All the foregoing payments shall be paid within thirty (without revocation30) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following the termination date. All Salary shall cease at the time of such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained termination, except as required under applicable law. Except as specifically set forth in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, thatSection 8, the Company shall provide Executive with written notice have no liability or obligation hereunder by reason of any or subsequent to such noncompliance and not less than 30 termination. (b) Severance pay in the form of a lump sum payment within sixty (60) days of such termination, in an amount equal to curethe present value of the Salary that the Employee would have earned if the Employee had continued working for the Company during the twelve (12) month period immediately following the Employee’s date of termination, if curable), Executive where such present value is to be determined using a discount rate equal to the applicable short-term federal rate prescribed under Section 1274(d) of the Code in effect for the month prior to the month in which the Employee’s termination of employment under Sections 8.3 or 8.4 occurs. Such payment shall be subject to all Taxes. (c) All Benefits to which he was entitled to on the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices date preceding his/her termination for a period of twelve (12) additional months commencing on following termination, made in accordance with any terms applicable to such Benefits. All reimbursements and in-kind benefits provided under this Section 8.6(c), shall be made or provided in accordance with the first payroll date following the effectiveness requirements of Section 409A of the General Release Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, thatduring a calendar year may not affect the expenses eligible for reimbursement, Executive shall not or in-kind benefits to be treated as provided, in any other calendar year, (iii) the reimbursement of an employee while receiving such amounts); 3.2. if the termination date occurs eligible expense will be made on or after before the first last day of the third quarter of calendar year following the fiscal year when in which the expense is incurred (or such termination earlier date occursif specified in this Agreement), and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (d) Except as provided in subsections (a), (b) and (c) above, the Company shall pay Executive a prorated annual bonus for have no liability or obligation by reason of or subsequent to the portion termination of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by relationship between the Company and the Employee. (iie) a subsequent period Notwithstanding anything in this Agreement to the contrary, in no event shall the Company be obligated to pay or distribute to Employee any amount that constitutes nonqualified deferred compensation within the meaning of six (6) months following Section 409A of the Code earlier than the earliest permissible date under Section 409A of the Code that such initial twelve (12) month period which shall amount could be paid for by Executive but which will be subsidized by without additional taxes or interest being imposed under Section 409A of the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesCode.

Severance Benefits. Subject to Section 4 hereof, if (1a) Executive’s In the event of a termination of your employment is involuntarily terminated by the Company without Cause or by you for Good Reason (each as defined below), then, in addition to any other accrued amounts payable to you through the date of termination of your employment, (1) the Company will pay you a lump-sum severance payment (the “Severance Payment”) in an amount equal to the sum of (x) your annual base salary as in effect on the date of termination for the Severance Term, as defined below, and (y) any unpaid bonus through the date of your termination (any such bonus shall be presumed to have been earned, and any bonus that is paid on a quarterly basis or annual basis shall be paid on pro rata basis for the number of days through the date of your termination for the applicable period), and (2) provided that you properly elect COBRA continuation coverage, the Company will pay the COBRA premium for health care coverage for you and your spouse and covered dependents, as applicable and to the extent eligible (the “COBRA Benefits”), for the Severance Term immediately following the date of termination of your employment. In addition, each of your then outstanding equity awards, immediately prior to the effective time of the termination of your employment, will become vested and exercisable with respect to that number of additional shares that would have become vested during the Severance Term immediately following the date of such termination does had you remained employed by the Company through such period. (b) In the event a Change in Control occurs during the Term and (a) you are not arise as a result of Executive’s death offered continued employment by the acquiring company and in connection therewith you are terminated without Cause or Disability)you terminated your employment for Good Reason, or (2b) Executive voluntary resigns with you are offered continuing employment, but you are terminated without Cause or you terminate your employment for Good Reason, thenin either event, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of within twelve (12) months following Executive’s such Change in Control event, then, in addition to any other accrued amounts payable to you through the date of termination of your employment, (1) the Company will pay you a lump-sum severance payment (the “Severance Payment”) in an amount equal to the sum of (x) your annual base salary as in effect on the date of termination for the Severance Term, as defined below, (y) any unpaid bonus through the date of your termination (any such bonus shall be presumed to have been earned, and any bonus that is paid on a quarterly basis or annual basis shall be paid on pro rata basis for the number of days through the date of your termination for the applicable period), and (z) provided that the Company has completed an IPO, one hundred percent (100%) of your target annual bonus for the fiscal year of the Company in which such termination occurs; and (2) provided that you properly elect COBRA continuation coverage, the Company will pay the COBRA premium for health care coverage for you and your spouse and covered dependents, as applicable and to the extent eligible (the “COBRA Benefits”), for the twelve (12)-month term immediately following the date of termination of your employment. In addition, each of your then outstanding equity awards, immediately prior to the effective time of the termination of your employment, will become fully vested and exercisable. Except as set forth above, you shall not be entitled to any Severance Payment, COBRA Benefits, or additional equity vesting in the event you are offered continued employment by the acquiring company following such Change in Control event with the acquiring company assuming this Agreement, or entering into an agreement substantially similar to this Agreement. (c) Any Severance Payment, COBRA Benefits, vesting and/or any other benefits contemplated by this Section 6 are conditional on you (i) signing and returning to the Company a non-revocable general release of claims providing for a release of all claims relating to your employment and/or this letter against the Company or its successor, its subsidiaries and parent company and their respective directors, officers and stockholders, in a form satisfactory to the Company (the “Release”); provided that such Release becomes effective and irrevocable no later than sixty (60) days following your termination of employment date or such earlier date required by the Release (such deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, you will forfeit any rights to any Severance Payment, COBRA Benefits, vesting and/or any other benefits under this Section 6 or elsewhere in this letter. Any Severance Payment under this letter will be paid on the first payroll date that occurs on or after the date the Release becomes effective; but in any event will be paid no later than March 15th of the year following the year in which your employment was terminated. Any payments or benefits under this letter that would be considered deferred compensation under Section 409A will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following your termination of employment; provided that if you are deemed at the time of your termination of employment to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which you are entitled under this letter is required in order to avoid an additional tax under Section 409A(a)(1)(B) of the Code, such portion of your benefits shall not be provided to you prior to the earlier of (a) the expiration of the six-month period measured from the date of your termination of employment, which (b) the date of your death, or (c) such earlier date that will avoid the imposition of the additional tax under Section 409A(a)(1)(B). Upon the expiration of the applicable six-month period pursuant to Code Section 409A(a)(2)(B)(i), all payments deferred pursuant to this Section 6 shall be paid in a lump sum to you. (d) In the event of a termination of your employment due to your Disability or death, each of your then outstanding equity awards will become fully vested and exercisable immediately prior to the date of your Disability or death. In addition, the Company will pay the COBRA premium for health care coverage for you (in the event of your Disability), your spouse and covered dependents, as applicable and to the extent eligible (the “COBRA Benefits”), for the Severance Term immediately following the date of your termination. In no event shall you or your estate or beneficiaries be entitled to any of the Severance Payments set forth in this Section 6 other than as set forth in this Section 6(d). (e) In no event shall you be entitled to any benefits set forth in this Section 6 in the event of a termination of your employment by the Company with Cause or by you for no Good Reason, and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which you shall be paid entitled solely to your compensation and other benefits accrued as of the date of your termination. (f) You agree that upon termination of your employment for by Executive but which will any reason, your membership on the Board, the board of directors of any of the Company’s affiliates, any committees of the Board, any committees of the board of directors of any of the Company’s affiliates, and any and all offices held, if applicable, shall be subsidized automatically terminated. You agree to cooperate with the Company and execute any documents reasonably required by the Company or competent authorities to effect this provision. (such that Executive’s cost g) For purposes of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.letter:

Severance Benefits. Subject to Section 4 hereof, if (1a) In the event that the Company terminates Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement Cause” (as defined below) and or the General Release Executive resigns for “Good Reason” (provided, thatas defined below), the Company agrees to pay to Executive severance payments in an amount equal to the sum of twelve (12) months base salary at the rate in effect on the date of the termination of Executive’s employment (the “Termination Date”), plus the prorated portion of Executive’s “Average Bonus” (an amount equal to the average of the annual performance bonus payments received by the Executive for the three most recent Fiscal Years (or such fewer number of fiscal years during which Executive was employed)), multiplied by the product of the number of days during the Performance Period that Executive was employed, divided by 365) (“Severance Benefits”). The Severance Benefits, reduced by any withholding taxes and other deductions that the Company is required by law to withhold from wage payments to employees, shall provide be payable in a lump sum on the first payroll date after the satisfaction of the conditions set forth in Section 5 below. (b) In the event that the Company terminates Executive’s employment without “Cause” or the Executive resigns with written notice of any such noncompliance and not less than 30 days to cure, if curable“Good Reason,” in either case within one year after a “Change in Control” (as defined below), Executive shall be entitled to receive a lump sum payment equal to two (2) times the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding sum of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of (i) twelve (12) months commencing base salary at the rate in effect for the Executive immediately prior to the Change in Control plus (ii) the Average Bonus (the “Change in Control Benefits”). The Change in Control Benefits, reduced by any withholding taxes and other deductions that the Company is required by law to withhold from wage payments to employees, shall be payable on the first payroll date following after the effectiveness satisfaction of the General Release (provided, that, Executive conditions set forth in Section 5 below. The Change in Control Benefits payable under this Section 2(b) shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day in lieu of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Severance Benefits payable under subsection 2(a). (c) If Executive a prorated annual bonus for the portion of the fiscal year worked prior is entitled to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid receive benefits under either (a) or (b) above and makes an election to other Company executives; 3.3. subject to continue Executive’s timely election of continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), during the period beginning on the Termination Date and ending on the earlier of (i) continued participation in the Companytwelve month anniversary of the Termination Date or (ii) the date upon which Executive becomes eligible for comparable coverage under another employer’s group health plan (plans, Executive shall continue to pay premiums with respect to such coverage to the same extent permitted under applicable law and that Executive was paying such premiums immediately prior to such termination. Such period shall run concurrently with the terms period of such plan) which covers Executive (and Executive’s eligible dependentsrights under COBRA. (d) for (i) a period For the sake of twelve (12) months following clarity, if Executive’s termination employment terminates as a result of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefitsdeath or disability, such continuation of coverage by the Company termination shall not be considered a termination without “Cause” that will entitle Executive to any benefits under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesAgreement.

Severance Benefits. Subject (a) In the event of the Involuntary Termination of the Employee at the time of or within 12 months following a Change in Control, the Company or the Bank shall, subject to the Employee executing and not revoking a general release of claims pursuant to Section 4 hereof3(b) below, if (1i) Executivepay to the Employee a lump sum cash amount equal to two times the Employee’s employment Cash Compensation, with such lump sum payment to be made within 30 days following the date the general release of claims is involuntarily terminated executed and the revocation period expires without the release being revoked, except as otherwise set forth in Section 3(b) below, and (ii) provide Health Insurance Benefits to each Covered Person. If the Employee is a “Specified Employee” (as defined in Section 409A) at the time of his Separation from Service, then payments under this Section 3(a) which are not covered by either the separation pay plan exemption or the short-term deferral exemption from Section 409A set forth in Treasury Regulations §1.409A-1(b)(9)(iii) and §1.409A-1(b)(4), respectively, and as such constitute deferred compensation under Section 409A, shall not be paid until the 185th day following the Employee’s Separation from Service, or his earlier death (the “Delayed Distribution Date”). Any payments deferred on account of the preceding sentence shall be accumulated without interest and paid with the first payment that is payable in accordance with the preceding sentence and Section 409A. To the extent permitted by Section 409A, amounts payable under this Section 3(a) which are considered deferred compensation shall be treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of an involuntary Separation from Service as herein defined herein pursuant to a separation pay plan or pursuant to the short-term deferral exemption). (b) The obligations of the Company and the Bank to pay severance or provide benefits under Section 3(a) above is expressly conditioned upon the Employee executing a general release of claims within the time period set forth in the release to be provided to him by the Company without Cause (and not revoking such termination does not arise as a result of Executive’s death or Disability)release, or (2) Executive voluntary resigns with Good Reasonsuch general release to release any and all claims, then, subject to Executive executing charges and delivering to complaints which the Employee may have against the Company (without revocation) a valid release and its Consolidated Subsidiaries, as well as the directors, officers and employees of claims such entities, in connection with the form attached hereto as Exhibit A (Employee’s employment with the “General Release”) no later than 21 days following such Company and its Consolidated Subsidiaries and the termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations such employment. Notwithstanding any other provision contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (event the time period that the Employee has to the extent permitted under applicable law and consider the terms of such plangeneral release (including any revocation period under such release) which covers Executive (commences in one calendar year and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employmentends in the succeeding calendar year, which then the payments shall not commence or be paid for by until the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivessucceeding calendar year.

Severance Benefits. Subject In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Section 4 hereof, if (1) Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that2.1, the Company shall pay or provide the Accrued Obligations within thirty (30) days of the Effective Date of Termination and the Company shall provide the Executive with written notice total Severance Benefits as follows (but subject to Sections 2.5 and 2.6) on the 409A Payment Date: (a) The Executive shall receive a single lump sum cash Severance Compensation payment. (b) The Executive shall receive as AIP for the year in which occurs the Effective Date of Termination a lump sum cash payment equal to that which would have been paid if corporate and personal performance had achieved 100% of target objectives established for the annual period in which the Change in Control occurred, multiplied by a fraction, the numerator of which is the number of days elapsed in the current fiscal period to the Effective Date of Termination, and the denominator of which is 365. (c) If the Executive participates in the PSP, the Executive shall receive a lump sum payment (in accordance with the then current PSP; provided that any such noncompliance portion of the PSP award which would have been paid in stock under the PSP is to be paid in cash based on the current market value of the stock) which payment will be determined based upon actual performance for the number of full years of completed then current PSP measurement period(s) at the time of the Effective Date of Termination and for years not yet completed in the then current PSP measurement period(s) Executive will be assumed to have met all applicable goals at 120% of performance. (d) All welfare benefits, including medical, dental, vision, life and disability benefits pursuant to plans under which the Executive and/or the Executive’s family is eligible to receive benefits and/or coverage shall be continued for a period of twenty-four (24) months after the Effective Date of Termination. Such benefits shall be provided to the Executive at no less than 30 days the same coverage level as in effect as of the date of the Change in Control. The Company shall pay the full cost of such continued benefits, except that the Executive shall bear any portion of such cost as was required to curebe borne by key executives of the Company generally at the date of the Change in Control. Notwithstanding the foregoing, the benefits described in this Section 2.2(e) may be discontinued prior to the end of the periods provided in this Section to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer. In the event any insurance carrier shall refuse to provide coverage to a former employee, the Company shall secure comparable coverage or may self-insure the benefits if curable)it pays such benefits together with a payment to the Executive equal to the federal income tax consequences of payments to a former highly compensated employee from a discriminatory self-insured plan. If there is a cessation of coverage under the Company’s health plan between the date of the Executive’s Separation from Service and the 409A Payment Date, the Executive shall be deemed to elect COBRA coverage and the Executive shall pay the cost of COBRA coverage through the 409A Payment Date. On the 409A Payment Date, the Company shall reimburse the Executive for all COBRA costs paid by the Executive in addition to all other Severance Benefits. (e) The Executive shall be entitled to reimbursement for actual payments made for professional outplacement services or job search not to exceed $15,000 in the following:aggregate. 3.1. (f) In determining the Company shall continue to pay to Executive Executive’s Annual Base Salarypension benefit following entitlement to a Severance Benefit, less withholding of all applicable taxes the Executive shall be deemed to have satisfied the age and other applicable deductions, in accordance with service requirements for full vesting under the Company’s regular payroll practices for a period of twelve qualified (12) months commencing on the first payroll date following the effectiveness of the General Release (providedwithin applicable legal parameters), that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined non-qualified and supplemental pension plans as of the end Effective Date of Termination such year payable when bonuses that the Executive shall be entitled to receive the full accrued benefit under all such plans in effect as of the date of the Change in Control, without any actuarial reduction for early payment. Notwithstanding anything in this Section 2.2 or elsewhere in this Agreement to the contrary, if counsel to the Company determines in good faith that the Severance Benefits set forth in this Agreement are generally paid to other Company executives; 3.3. not subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation an increase in the Company’s group health plan (federal income tax liability to the extent permitted Executive under applicable law and Section 409A of the terms Code or the Executive is not a specified employee for purposes of Section 409A of the Code at such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which all elements of the Severance Benefits shall be paid for by the Company and or commenced, as applicable, within thirty (ii30) a subsequent period of six (6) months following days after such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost Effective Date of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesTermination.

Severance Benefits. Subject (a) In the event of the termination of Employee’s employment, for any reason, Employee shall be entitled to Section 4 hereof, if any Accrued Obligations. (1b) ExecutiveIn the event that Employer terminates Employee’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary Employee resigns with Good Reason, then, subject to Executive executing Section 9(c) and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and ExecutiveEmployee’s compliance in all material respects with Executive’s covenants Sections 10, 11, and obligations contained in this Agreement12, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive Employee shall be entitled to severance pay in an amount equal to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base SalarySalary in effect on the Commencement Date multiplied by the number of years or partial years remaining prior to the Term End Date (as it may be extended pursuant to Section 2), less withholding of all applicable taxes and other applicable deductions, payable in accordance with the Company’s regular payroll practices for a period of twelve twenty-four (1224) months equal monthly installments commencing on the first payroll business day coincident with or next following the sixtieth (60th) calendar date following Employee’s termination of employment. If Employee dies during such twenty-four (24)-month period, all remaining eligible benefits under this section shall be paid to Employee’s designated beneficiary (or if no beneficiary has been designated, then to Employee’s estate). (c) Any severance pay to be paid pursuant to Section 9(b) is subject to and conditioned upon Employee signing and delivering (and not revoking) to Employer a general release and waiver (in a form reasonably acceptable to Employer), waiving all claims Employee may have against Employer, its parents, subsidiaries, successors, assigns, affiliates, and their respective executives, officers and directors relating to Employee’s employment with Employer. (d) Notwithstanding any other provision of this Agreement to the effectiveness contrary, if payments under this Agreement, together with any other payments received or to be received by Employee in connection with a “change in control” (for purposes of Section 280G of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day Internal Revenue Code of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 19851986, as amended (the “COBRACode”)) continued participation in would cause any amount payable to Employee to be nondeductible for federal income tax purposes pursuant to Section 280G of the Company’s group health plan Code, then the payments and benefits under this Agreement shall be reduced (but not to an amount less than zero) to the extent permitted under applicable law and necessary so as to maximize payments to Employee without causing any amount to become nondeductible. Employee shall determine the terms allocation of such planreduction among payments to Employee. (e) which covers Executive Notwithstanding any other provision of this Agreement to the contrary, any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and any regulations promulgated thereunder, including 12 C.F.R. Part 359. (and Executive’s eligible dependentsf) for (i) a period For purposes of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.Agreement:

Severance Benefits. Subject to Section 4 hereof, if (1a) Executive’s employment is involuntarily terminated by In the Company event Noble terminates the Executive without Cause (and such termination does not arise as a result of Executive’s death or Disability)Cause, or (2) the Executive voluntary resigns with terminates his employment for Good Reason, then, subject to Executive executing and delivering to during the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation Change in the Company’s group health plan (to the extent permitted under applicable law Control and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of ending twelve (12) months following such Change in Control, and subject to Executive executing within thirty (30) days following such termination of employment, and not subsequently revoking, a general release of all claims arising under the Employment Agreement or otherwise related to Executive’s employment by Noble, which release shall be in a form to be provided by Noble, and subject to Executive abiding in all material respects by his obligations under this Agreement, Noble will provide Executive with the following payments: (i) A cash amount equal to six (6) months of Salary (as defined in the Employment Agreement) as of the date of Executive’s termination of employment, less taxes and withholdings, which amount shall be paid for by in accordance with the Company and normal payroll practices of Noble over the six (6) month period following the date of Executive’s termination of employment (the “Salary Continuation”). (ii) a subsequent period of Reimbursement (or direct payment to the carrier) for six (6) months following such initial twelve the Executive’s termination of employment (12) month period which shall be paid the “Continuation Period”), for a portion of the premium costs incurred by Executive but which will be subsidized by the Company (such that Executive’s cost of such and his spouse and dependents, where applicable) to obtain COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in pursuant to one of the group health planplans sponsored by Noble (or a Noble Company); provided that , which reimbursement (or direct payment) shall equal the premium costs incurred by Noble (or a Noble Company, if applicable), for the Continuation Period, on behalf of a similarly-situated employee, to obtain coverage under the same group health plan sponsored by Noble (or a Noble Company, if applicable) (the “Health Care Continuation”). Notwithstanding anything in the foregoing to the contrary, (X) Executive shall be entitled to receive the Health Care Continuation only if Executive is eligible participating in a group health plan sponsored by Noble (or a Noble Company) as of the date on which Executive incurs a termination of employment, and remains eligible (Y) the Executive shall be responsible, during the Continuation Period, for premium costs for COBRA coverage in excess of the Health Care Continuation, and the Executive shall be responsible, after the Continuation Period, for all premium costs for COBRA coverage; and provided, further, that in if the event that Executive obtains other employment that offers comparable group health benefits, continues to elect such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesCOBRA coverage.

Severance Benefits. Subject to Section 4 hereof, if (1i) If the Executive’s employment is involuntarily terminated by pursuant to any of the Company without Cause Paragraphs set forth in Section 3.1 hereof, then the Executive (and such termination does not arise or his legal representative, as a result of Executive’s death or Disability), or (2applicable) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to receive the following: 3.1benefits which the Executive has accrued or earned or which have become payable under the Plans as of the Termination Date, but which have not yet been paid to the Executive. the Company Payment of any such benefits shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, be made in accordance with the Companyterms of such Plans. (ii) If the Executive’s regular payroll practices employment is terminated pursuant to Paragraph (e) or (f) in Section 3.1 hereof, and if the Executive is eligible for and timely elects continuation coverage pursuant to Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended, , Section 4980B of the Code or similar state continuation coverage law (together, “COBRA”) under any insured or self-insured medical, dental or vision plan maintained by the Company (other than any health and/or dependent care flexible spending account plan or employee assistance plan), then, for a period of twelve eighteen (1218) months commencing following the Termination Date, or until the Executive is no longer eligible for COBRA coverage under the particular plan, the Company will reimburse the Executive, on a taxable basis, for the cost of such COBRA coverage less the amount that the Executive would be required to contribute toward health coverage if he had remained an active employee of the Company. Such reimbursement payments will commence on the first payroll date of the month following the effectiveness Termination Date and will be paid on the first payroll date of the General Release (provided, that, each subsequent month. The Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus entitled to reimbursement for the portion cost of any COBRA coverage elected separately by his current or former spouse or dependent child. Notwithstanding the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985foregoing, as amended (“COBRA”) continued participation in the Company’s group health event that any such plan (is fully insured, any such reimbursement requirement shall apply to the extent permitted by the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Health Care Law”). Any portion of the continued or replacement welfare benefits coverage provided for under applicable law and the terms of such planthis Section 3.3(c)(ii) which covers Executive (and Executive’s eligible dependents) for constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) a period the expenses eligible for reimbursement or the amount of twelve in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (12except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) months following Executive’s termination of employment, which shall be paid for by the Company and Code); (ii) a subsequent period the reimbursement of six (6) months following such initial twelve (12) month period which an eligible expense shall be paid for by Executive but made no later than the end of the year after the year in which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverageexpense was incurred; and provided, further, that in (iii) the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 right to reimbursement or in-kind benefits shall immediately cease; and 3.4. any earned but unpaid bonus not be subject to liquidation or exchange for any prior completed bonus year shall be payable when otherwise paid to other Company executivesanother benefit.

Severance Benefits. Subject to Section 4 hereof, if (1i) If the Executive’s employment is involuntarily terminated by pursuant to any of the Company without Cause Paragraphs set forth in Section 3.1 hereof, then the Executive (and such termination does not arise or his legal representative, as a result of Executive’s death or Disability), or (2applicable) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to receive the following: 3.1benefits which the Executive has accrued or earned or which have become payable under the Plans as of the Termination Date, but which have not yet been paid to the Executive. the Company Payment of any such benefits shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, be made in accordance with the Companyterms of such Plans. (ii) If the Executive’s regular payroll practices employment is terminated pursuant to Paragraph (e) or (f) in Section 3.1 hereof, and if the Executive is eligible for and timely elects continuation coverage pursuant to Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended, Section 4980B of the Code or similar state continuation coverage law (together, “COBRA”) under any insured or self-insured medical, dental or vision plan maintained by the Company (other than any health and/or dependent care flexible spending account plan or employee assistance plan), then, for a period of twelve eighteen (1218) months commencing following the Termination Date, or until the Executive is no longer eligible for COBRA coverage under the particular plan, the Company will reimburse the Executive, on a taxable basis, for the cost of such COBRA coverage less the amount that the Executive would be required to contribute toward health coverage if he had remained an active employee of the Company. Such reimbursement payments will commence on the first payroll date of the month following the effectiveness Termination Date and will be paid on the first payroll date of the General Release (provided, that, each subsequent month. The Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus entitled to reimbursement for the portion cost of any COBRA coverage elected separately by his current or former spouse or dependent child. Notwithstanding the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985foregoing, as amended (“COBRA”) continued participation in the Company’s group health event that any such plan (is fully insured, any such reimbursement requirement shall apply to the extent permitted by the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Health Care Law”). Any portion of the continued or replacement welfare benefits coverage provided for under applicable law and the terms of such planthis Section 3.3(c)(ii) which covers Executive (and Executive’s eligible dependents) for constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) a period the expenses eligible for reimbursement or the amount of twelve in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (12except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) months following Executive’s termination of employment, which shall be paid for by the Company and Code); (ii) a subsequent period the reimbursement of six (6) months following such initial twelve (12) month period which an eligible expense shall be paid for by Executive but made no later than the end of the year after the year in which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverageexpense was incurred; and provided, further, that in (iii) the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 right to reimbursement or in-kind benefits shall immediately cease; and 3.4. any earned but unpaid bonus not be subject to liquidation or exchange for any prior completed bonus year shall be payable when otherwise paid to other Company executivesanother benefit.

Severance Benefits. Subject to Section 4 hereof, if (1) Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result In consideration of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing promises and delivering to the Company (without revocation) a valid release Release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment All Claims and Executive’s compliance in all material respects with Executive’s covenants Potential Claims and obligations Covenant Not To ▇▇▇ contained in this Agreement, the Restricted Activities Agreement Company will pay or provide to Executive: (as defined belowa) and the General Release A total gross amount of _____________ (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable$_______.__), Executive shall be entitled to less applicable withholdings, payable [in approximately equal monthly installments during the following: 3.1. twenty-four month period following the Company shall continue to pay to Executive Executive’s Annual Base SalaryTermination Date, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date to occur after the sixtieth (60th) day following the effectiveness of the General Release (Termination Date; provided, that, that the first such payment shall consist of all amounts payable to Executive shall not be treated as an employee while receiving such amounts); 3.2. if pursuant to this Section 2(a) between the termination Termination Date and the first payroll date occurs on or to occur after the first sixtieth (60th) day of following the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation Termination Date] [Applicable only in the Company’s group health plan (to the extent permitted under applicable law and the terms context of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s qualifying termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same during Change in Control Period as Executive would have paid had Executive remained an employee and an active participant defined in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverageemployment agreement: in a lump sum on the first payroll date to occur after the sixtieth (60th) day following the Termination Date]; and provided, further, that any obligation of the Company to make such payments shall cease upon Executive’s breach of any of his obligations contained in the event Restrictive Covenants in the Employment Agreement; (b) If Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the Code (COBRA), then for eighteen (18) months following the Date of Termination (the “COBRA Reimbursement Period”), the Company shall pay to Executive monthly payments of an amount equal to the excess of (i) the COBRA cost of such coverage over (ii) the amount that Executive obtains would have had to pay for such coverage if he had remained employed during the COBRA Reimbursement Period and paid the active employee rate for such coverage, less withholding for taxes and other employment similar items; provided, however, that offers comparable (A) that if Executive becomes eligible to receive group health benefitsbenefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse), the Company’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (B) the COBRA Reimbursement Period shall only run for the period during which Executive is eligible to elect health coverage under COBRA and timely elects such continuation of coverage by coverage; (C) nothing herein shall prevent the Company from amending, changing, or canceling any group medical, dental, vision and/or prescription drug plans during the COBRA Reimbursement Period; (D) during the COBRA Reimbursement Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (E) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; (F) Executive’s rights pursuant to this Section 3.3 shall immediately ceasenot be subject to liquidation or exchange for another benefit; and (G) that any obligation of the Company to make such payments shall cease upon Executive’s breach of any of his obligations contained in the Restrictive Covenants in the Employment Agreement; and 3.4(c) Equity benefits provided in the Employment Agreement or any award certificate issued to Executive. The Company’s agreement to provide all of the consideration set forth in this Section 2 is specifically contingent upon you executing this Agreement and not revoking the Agreement pursuant to the terms of Section 8. Executive and the Company acknowledge and agree that these agreements, terms and amounts have been negotiated and agreed upon voluntarily by both parties and represent a compromise providing value to both parties. The parties also acknowledge and agree that these agreements and amounts exceed any earned but unpaid bonus and all actions, pay, and benefits that the Company might otherwise have owed to Executive by law and that they constitute good, valuable, and sufficient consideration for any prior completed bonus year shall be payable when otherwise paid to other Company executivesExecutive’s release and agreements herein.

Severance Benefits. Subject If Executive is entitled to Section 4 hereofseverance benefits pursuant to paragraph 2, if Executive shall be paid the following by the Entity (Company): (a) All amounts earned or accrued by Executive through the Termination Date but not paid as of the Termination Date, including base salary or compensation, reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, vacation pay and sick leave; and (b) A prorata bonus for the Company's current fiscal year in an amount equal to (1) the average of the annual bonus accrued on behalf of the Executive during the Company's three (3) full fiscal years ended prior to the Effective Date, multiplied by (2) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date and the denominator of which is 365; and (c) The Entity shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment, an amount (the "Severance Amount") in cash equal to 2.99 times the sum of (1) the Executive’s employment 's base salary at the highest rate in effect at any time within one hundred eighty (180) days prior to the Effective Date, and (2) the average of the annual bonus accrued on behalf of the Executive during the three (3) full fiscal years ended prior to the Effective Date; and (d) For thirty six (36) months following the Termination Date, the Entity shall at its expense continue on behalf of the Executive and his dependents and beneficiaries the life insurance, disability, medical, prescription, dental and hospitalization benefits provided to the Executive at any time during the ninety (90) day period prior to the Effective Date. The Entity's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such specified benefits pursuant to a subsequent employer's benefit plans, in which case the Entity may reduce the coverage of any such specified benefits it is involuntarily terminated required to provide the Executive under this subparagraph (d) if the Executive is enrolled in a subsequent employer's benefit plan for such specified benefit without any pre- existing condition restriction or limitation; and (e) All restrictions on any outstanding incentive awards (including restricted stock) granted to the Executive under the Company's 1992 Performance Incentive Plan or any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, and all stock options and stock appreciation rights granted to the Executive under the Company's 1992 Performance Incentive Plan or any other incentive plan or arrangement shall become immediately exercisable and shall become 100% vested. The Executive shall have the right to require the Company to purchase, for cash, any shares purchased by the Executive upon the exercise of any such stock options, at a price equal to the fair market value of such shares on the date of purchase by the Company. Notwithstanding the foregoing, the total amount of all payments of cash or property in the nature of compensation contingent on a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the Company's assets, including, without Cause (limitation, the benefits provided pursuant to this paragraph 3 and such termination does not arise payments relating to any stock options or restricted stock that vest as a result of Executive’s death or Disability)a Change in Control, shall not exceed the maximum amount that may be paid to Executive and not be deemed a "parachute payment" resulting in an excise tax to Executive and a loss of compensation deduction to the Company, all within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. If the benefits otherwise provided pursuant to this paragraph 3 or otherwise would result in Executive receiving such a "parachute payment", they shall be reduced (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”order set forth above) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not until they are $1.00 less than 30 days to cure, if curable), the amount that would result in Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2a "parachute payment". if Notwithstanding the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occursforegoing, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that any benefits provided pursuant to paragraph 3 or otherwise are reduced because they are deemed a "parachute payment" which would have resulted in the excise tax and loss of compensation deduction, and subsequently it is determined that such benefits would not constitute such a "parachute payment," then the Entity shall promptly pay to Executive obtains the amount by which any such benefit had been so previously reduced but as to which the determination was subsequently made that the amount of such benefit would not constitute such a "parachute payment". The Severance Amount and other employment that offers comparable group health benefitsbenefits provided in paragraphs 3(a), 3(b), and 3(e) shall be paid to Executive in an undiscounted lump sum within thirty (30) days after the Termination Date. Within ten (10) days after the Termination Date, Executive may send a written notice to the Entity requesting that, in lieu of payment of the benefits in paragraph 3(d) for the thirty-six (36) month period following the Termination Date, the Executive would elect to receive (in fulfillment and full satisfaction of the Entity's obligation to provide the benefits under paragraph 3(d)), a lump sum amount equal to the Entity's current monthly cost of providing all such continuation of coverage benefits multiplied by thirty-six (36) and discounted to present value based upon a discount rate equal to the Company then Wall Street Journal prime rate; if Executive sends such notice within the ten (10) day period after the Termination Date, the discounted lump sum payment for such benefits shall be paid within thirty (30) days after the Termination Date. The Entity may withhold from all payments under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall Agreement all federal, state, city and other taxes if such payments would be payable when otherwise paid taxable income to other Company executivesthe Executive and to the extent such taxes are permitted to be withheld by applicable law.

Severance Benefits. Subject to Section 4 hereof, if (1a) In the event that the Bank shall terminate the Executive’s 's employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability)other than Termination for Cause, or (2) the Executive voluntary resigns with shall terminate her employment for Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) within 12 months following a valid release of claims Change in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this AgreementControl, the Restricted Activities Agreement Bank shall (as defined belowi) and pay the General Release Executive her salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given, at the time such payments are due; (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall ii) continue to pay to Executive Executive’s Annual Base Salarypay, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) 12 months commencing on the first payroll date following the effectiveness Date of Termination, for the life, health and disability coverage that is in effect with respect to the Executive and her eligible dependents at the time the Notice of Termination is given; and (iii) pay to the Executive in a lump sum in cash, within 25 days after the later of the General Release date of such Change in Control or the Date of Termination, an amount equal to 100% of the Executive's "base amount" as determined under Section 280G of the Code, less the aggregate present value of the payments or benefits, if any, in the nature of compensation for the benefit of the Executive, arising under any other plans or arrangements (providedi.e., thatnot this Agreement) between the Company or any of the Consolidated Subsidiaries and the Executive, which constitute "parachute payments" under Section 280G of the Code. Notwithstanding any other provision of this Agreement, if payments and the value of benefits received or to be received under this Agreement, together with any other amounts and the value of benefits received or to be received by the Executive, would cause any amount to be nondeductible by the Company or any of the Consolidated Subsidiaries for federal income tax purposes pursuant to or by reason of Section 280G of the Code, then payments and benefits under this Agreement shall be reduced (not less than zero) to the extent necessary so as to maximize amounts and the value of benefits to be received by the Executive without causing any amount to become nondeductible pursuant to or by reason of Section 280G of the Code. The Executive shall determine the allocation of such reduction among payments and benefits to the Executive. (b) The Executive shall not be treated required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by the Executive as an employee while receiving such amounts); 3.2. if the termination date occurs on or result of employment by another employer, by retirement benefits after the first day Date of Termination or otherwise. This Agreement shall not be construed as providing the Executive any right to be retained in the employ of the third quarter Bank or any affiliate of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesBank.

Severance Benefits. Subject to the conditions set forth in Section 4 hereof4(c) above, if (1) Executive’s in the event your employment with the Company is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with by you for Good Reason, then, subject then you will be entitled to Executive executing and delivering to receive: (a) the Company continued payment of your Prior Base Salary for twelve months (without revocation12) a valid release of claims in the form attached hereto as Exhibit A months (the “General ReleaseInitial Cash Severance”) plus, thereafter, additional payments equal to the lesser of $25,000 per month or your then current monthly base salary for up to twelve (12) additional months to be calculated as follows: one (1) additional month for each full month your employment with the Company continues after the date hereof (the “Additional Cash Severance”); provided, however, that should the Company consummate an initial public offering, otherwise become a public reporting company under the Securities Exchange Act of 1934, as amended, or undergo a “change of control” as defined in the Plan, there shall be no later than 21 days following Additional Cash Severance and the Initial Cash Severance shall be paid at a monthly rate equal to the greater of $25,000 or your monthly base salary in effect immediately prior to such termination termination. Notwithstanding the foregoing, if the foregoing Initial Cash Severance and, if applicable Additional Cash Severance constitute deferred compensation for purposes of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement Code Section 409A (as defined below) as determined by the Company, such payments shall commence upon the 60th date following your date of termination (and the General Release (providedfirst payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon your termination, that, the Company shall provide Executive with written notice of and any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company payments thereafter shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amountsprovided herein); 3.2. if (b) In the termination date occurs on or after event that you choose to exercise the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior your right under COBRA to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued continue your participation in the Company’s group health medical, dental and vision insurance plan and make all timely and proper elections with respect to same under COBRA, the Company shall pay the full amount of the costs for such coverage during the severance period, to the same extent that such insurance is provided to persons then currently employed by the Company. Should the Severance Period extend beyond the period in which you are eligible to make a COBRA election, the Company will use commercially reasonable efforts to provide comparable continued group medical, dental and vision coverage for you and your dependents (i.e., comparable coverage levels that you had on the date of your termination) which coverage will continue until the earlier of the duration of the Severance Period or until you become eligible to receive such benefits by another employer. Notwithstanding any provision of this Agreement to the contrary, the Company may unilaterally amend this Agreement to the extent permitted under applicable law and it deems it necessary in order to avoid the terms imposition of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employmentexcise taxes, which shall be paid for by penalties or similar charges on the Company as a result of this Agreement being considered to be “discriminatory,” including, without limitation, any penalties under Section 4980D of the Code, and in such event the Company will use its commercially reasonable efforts to provide comparable coverage. (iic) The Accrued Benefits; (d) Accelerated vesting of a subsequent period portion of six the unvested shares purchasable upon exercise of the New Option as equals the number of shares that would otherwise vest over one (61) months following month for each full month that your employment with the Company continues from the date of this Agreement; provided, however, that in no event shall such initial accelerated vesting exceed the acceleration of that number of shares as would otherwise vest over a twelve (12) month period which shall be paid for by Executive but which will be subsidized by period; and provided further that should your employment terminate prior to the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will anniversary of this Agreement, you shall be deemed vested in 12.5% of the same as Executive would have paid had Executive remained an employee and an active participant in shares purchasable upon exercise of the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in New Option; (e) In the event that Executive obtains other of your termination within 180 days of the New CEO commencing employment that offers comparable group health benefitswith the Company, such continuation you will receive the Stay Bonus of coverage by the Company under this $50,000 as provided in Section 3.3 shall immediately cease2(d) above; and 3.4(f) Extension of the post-termination exercise period for your Current Option and New Option to twelve (12) months. any earned but unpaid bonus For purposes of clarity, you will not be entitled to receive the foregoing benefits of subsection 5(a) through (f) should your employment terminate for any prior completed bonus year shall be payable when otherwise paid to Cause (as provided in Section 4(d) above) or should you terminate your employment other Company executivesthan for Good Reason (as provided in Section 4(e) above).

Severance Benefits. Subject to Section 4 hereof, if (1) Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), The Executive shall be entitled receive the following Severance Benefits (in addition to the followingaccrued compensation and vested benefits) if eligible under Paragraph 3: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12a) months commencing on the first payroll date following the effectiveness of the General Release A lump sum cash amount (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for not later than thirty (30) days after the date of termination of employment) equal to Executive’s Average Base Salary, multiplied by one (1); (b) A lump sum cash amount (which shall be paid not later than thirty (30) days after the Company and date of termination of employment) equal to the Executive’s Average Bonus, multiplied by one (ii1); (c) a subsequent period of six (6) months following such initial For the twelve (12) month period which after the date the employment is terminated, the Corporation will arrange to provide to Executive at the Corporation’s expense, with: (i) Health care coverage equal to that in effect for Executive prior to the termination (or, if more favorable to Executive, that furnished generally to salaried employees of the Corporation), including, but not limited to, hospital, surgical, medical, dental, prescription and dependent coverages. Health care benefits otherwise receivable by Executive pursuant to this subparagraph 4(c) shall be paid for reduced to the extent comparable benefits are actually received by Executive but which from a subsequent employer during the twelve (12) month period following the date the employment is terminated and any such benefits actually received by Executive shall be reported to the Corporation; (ii) Life and accidental death and dismemberment insurance coverage (including supplemental coverage purchase opportunity and double indemnity for accidental death) equal (including policy terms) to that in effect at the time Notice of Termination is given (or on the date the employment is terminated if no Notice of Termination is required) or, if more favorable to Executive, equal to that in effect at the date the Change of Control occurs; and (iii) Disability insurance coverage (including policy terms) equal to that in effect at the time Notice of Termination is given (or on the date employment is terminated if no Notice of Termination is required) or, if more favorable to Executive, equal to that in effect immediately prior to the Change of Control; provided, however, that no income replacement benefits will be subsidized by payable under such disability policy with regard to the Company twelve (such 12) month period following a termination of employment provided that the payments payable under subparagraphs 4(a) and (b) above have been made. (d) In computing and determining Severance Benefits under subparagraphs 4(a) through (c) above, a decrease in Executive’s cost of salary, incentive bonus, or insurance benefits shall be disregarded if such COBRA coverage for such decrease occurs within six (6) month period will months before a Change of Control, is in contemplation of such Change of Control, and is taken to avoid the effect of this Agreement should such action be taken after such Change of Control; in such event, the same as Executive would have paid had Executive remained an employee salary, incentive bonus, and/or insurance benefits used to determine Average Base Salary, Average Bonus, and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, therefore Severance Benefits shall be that in effect immediately before the event decrease that is disregarded pursuant to this subparagraph 4(d); (e) All previously awarded stock grants and stock options shall immediately vest and become fully exercisable. (f) Executive obtains shall not be required to mitigate the amount of any payment provided for in this Paragraph 4 by seeking other employment that offers comparable group or otherwise, nor shall the amount of any payment provided for in this Paragraph 4 be reduced by any compensation earned by Executive as the result of employment by another employer after the date the employment is terminated, or otherwise, with the exception of a reduction in health benefits, such continuation of insurance coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesas provided in subparagraph 4(c)(i).

Severance Benefits. Subject to Section 4 hereof, if (1a) ExecutiveIn the event that Company terminates Employee’s employment is involuntarily terminated by the Company without Cause (as defined in Section 2(c) below), and such termination provided that Employee (i) signs, returns, and does not arise as revoke a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims against the Company in the a form attached hereto as substantially similar to that contained in Exhibit A within forty-five (45) days following the last day of Employee’s employment and (ii) continues to comply with Employee’s obligation under Sections 3, 4, and 5 of this Agreement (subparts (i) and (ii), collectively, the “General ReleaseConditions”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall Employee will be entitled to the followingfollowing “Severance Benefits:” 3.1. the Company shall continue (i) severance payments totaling nine months of Employee’s then-effective base salary, paid in equal installments according to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices schedule over the nine months following Employee’s last day of employment (the “Severance Period”); (ii) any unpaid portion of any annual bonus from a prior year for which Employee is eligible, the fact and amount of such bonus to be determined by the Company in good faith, payable when other employees receive annual bonuses for such year; (iii) a pro rata portion of any annual bonus for which Employee is eligible for the year in which the Employee’s last day of employment occurs, based on year-to-date performance as determined by the Company in good faith, payable when other employee receive annual bonuses for such year; and (iv) provided that Employee timely elects to participate in COBRA, reimbursement for the cost of COBRA continuation for a period of twelve nine months of Employee’s, and if applicable, Employee’s dependents’, then-current health care elections. In addition to these Severance Benefits and regardless of whether Employee complies with the above Conditions, Employee shall be entitled to receive any payments or benefit to which Employee is entitled by law, including (12i) months commencing on earned, unpaid wages through the first payroll date following last day of employment; and (ii) accrued, unused vacation time earned through the effectiveness last day of employment (subparts (i) an d (ii), the General Release “Accrued Benefits”). (providedb) In the event that Employee’s employment terminates for any other reason (including but not limited to, thatEmployee’s death or disability, Executive termination by Employee for any reason, or termination by the Company with Cause), Employee shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day entitled to any of the third quarter severance benefits detailed above and shall only receive those payments and benefits to which Employee is entitled by law, including the Accrued Benefits. (c) For purposes of this Agreement, “Cause” shall mean that Employee (i) commits a material breach of any material term of this Agreement or any material Company policy or procedure of which Employee had prior knowledge; provided that if such breach is curable in not longer than 30 days (as determined by the fiscal year when such termination date occursBoard in its reasonable discretion), the Company shall pay Executive a prorated annual bonus not have the right to terminate Employee’s employment for the portion Cause pursuant hereto unless Employee, having received written notice of the fiscal year worked prior breach from Company specifically citing this Section 2(c), fails to termination of employment based on actual performance achieved as determined as of cure the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) breach within a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and reasonable time; (ii) is convicted of, or pleads guilty or nolo contendere to, a subsequent period felony (other than a traffic-related felony) or any other crime involving dishonesty or moral turpitude; (iii) willfully engages in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company; or (iv) fails to cure, within 30 days after receiving written notice from Company specifically citing this Section 2(c), any material injury to the economic or ethical welfare of six (6) months following such initial twelve (12) month period which Company caused by Employee’s gross malfeasance, misfeasance, misconduct or inattention to the Employee’s duties and responsibilities for the Company. No act or failure to act on the part of Employee shall be paid considered “willful” for purposes hereof unless it is done, or omitted to be done, by Executive but which will be subsidized Employee in bad faith or without reasonable belief that Employee’s act or omission was in the best interests of Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will shall be the same as Executive would have paid had Executive remained an employee conclusively presumed to be done, or omitted to be done, by Employee in good faith and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation best interests of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesCompany.

Severance Benefits. Subject If this Agreement and Executive's employment are terminated without Cause pursuant to Section 4 6(B) hereof or if Executive elects to terminate this Agreement for Good Reason pursuant to Section 7(A) hereof, if Executive shall receive the "Severance Benefits" as provided by this Section. The Severance Benefits shall be payable in a single lump sum within ten (110) Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and shall equal the greater of (i) sum of (a) the Executive’s compliance in all material respects with Executive’s covenants 's base salary for the unexpired Term, and obligations contained in this Agreement(b) the average of incentive compensation paid to the Executive for the two (2) years prior to the date of termination multiplied by a fraction, the Restricted Activities Agreement (as defined below) numerator of which is the number of months remaining from the date of termination to the end of the Term and the General Release denominator of which is twelve (provided12), thatand (ii) the sum of (x) Executive's base salary for a twenty-four (24) month period as in effect on the date of termination and (y) the average on an annual basis of incentive compensation paid to the Executive for the two years prior to the date of termination. In addition, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay receive life, disability, accident and group health insurance benefits substantially similar to Executive Executive’s Annual Base Salary, less withholding those which he was receiving immediately prior to his termination of all applicable taxes and other applicable deductions, in accordance with employment until the Company’s regular payroll practices for a earlier of the end of the period of twelve eighteen (1218) months commencing following his termination of employment or the day on the first payroll date following the effectiveness which he becomes eligible to receive any substantially similar continuing health care benefits under any Plan or program of the General Release (provided, that, Executive shall any other employer. If a particular insurance benefit may not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurscontinued for any reason, the Company shall pay Executive the amount necessary to permit Executive to purchase the same insurance benefits as were provided by Company, such payment to be made to Executive in a prorated annual bonus for single lump sum. The benefits provided pursuant to this Section shall be provided on substantially the portion of the fiscal year worked same terms and conditions as they were provided prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which except that the full cost of such benefits shall be paid for by the Company. The Executive's right to receive continued coverage under the Company's group health plans pursuant to Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as it may be amended or replaced from time to time, shall commence following the expiration of his right to receive continued benefits under this Agreement. Executive shall have no duty to mitigate damages in order to receive the benefits provided by this Section. If Company terminates the Agreement and (ii) a subsequent period Executive's employment for Cause, or if Executive voluntarily terminates this Agreement and Executive's employment without Good Reason prior to the end of six (6) months following such initial twelve (12) month period which the Term, no Severance Benefits shall be paid for by Executive but which will be subsidized by the Company (such that to Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that . No Severance Benefits are payable in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by Executive's death or disability while in the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesactive employ of Company.

Severance Benefits. Subject to Section 4 hereof, if (1) Executive’s employment is involuntarily terminated by the The Company without Cause (and such termination does not arise will provide severance benefits as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the followingfollows: 3.1. the (i) The Company shall continue to will pay to Executive within 30 days of the termination a lump-sum cash amount equal to 50% of Executive’s Annual Base Salary's then current annual base salary in effect immediately prior to the termination (or, less withholding if his base salary has been reduced within 60 days of all applicable taxes the termination or at any time after a Change of Control, his base salary in effect prior to the reduction) PROVIDED that Executive may in his sole discretion elect to have such payment made in monthly installments over a period not to exceed 6 months. The foregoing payments are in addition to and other applicable deductionsnot in lieu of salary and bonus for the current year that has been earned but not yet paid. If current year target bonus is tied, in accordance with the Company’s regular payroll practices whole or in part, to annualized performance benchmarks, it will be equitably prorated. (ii) The Company will continue to provide Executive, for a period of twelve 6 months from the date of termination or until commencement of new employment providing substantially similar benefits, whichever is earlier, with any medical, dental, disability, life insurance and automobile reimbursement benefits and other perquisites in effect at the time of his termination (12) months commencing on the first payroll date following the effectiveness or, if his level of benefits has been reduced within 60 days of the General Release (providedtermination, thathis level of benefits in effect prior to the reduction), Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, PROVIDED the Company shall pay is able to provide such benefits to Executive a prorated annual bonus under its existing plans and arrangements. (iii) The Company will make outplacement services available to Executive for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve 6 months from the date of termination. (12iv) months following Executive’s termination To the extent not otherwise provided for under the Company's stock plans, all options to purchase Company stock held by Executive will become exercisable and remain exercisable for the period of employmenttime set forth in the instruments governing such options, which shall be paid for and all restricted stock held by Executive under restricted stock plans and arrangements of the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesbecome vested.

Severance Benefits. Subject to Section 4 hereof, if (1) In the event of the termination of Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of or Executive’s death or Disability), or (2) Executive voluntary resigns with resignation for Good Reason, then, subject to Executive executing and delivering to in each case such termination results in a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without revocationregard to any permissible alternative definition thereunder) a valid release of claims in the form attached hereto as Exhibit A (the an “General ReleaseInvoluntary Termination”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of within twelve (12) months commencing on the first payroll date immediately following the effectiveness effective date of a Change in Control, in lieu of the General Release (provided, thatSeverance Benefits provided in Sections 5.2 and 5.4 herein, Executive shall not be treated as an employee while receiving will receive the following benefits upon such amounts); 3.2. if Involuntary Termination (the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRAChange in Control Benefits”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for ): (i) a period lump sum cash severance payment equal to twelve (12) months of Executive’s then current annual base salary, less applicable withholdings and deductions; (ii) a lump sum cash severance payment equal to one (1) times Executive’s annual target bonus potential, less applicable withholdings and deductions; (iii) if Executive timely elects continued Company-provided group health insurance coverage pursuant to federal COBRA law, the Company will pay Executive’s COBRA premiums sufficient to maintain his group health insurance coverage in effect as of the date of the Involuntary Termination for twelve (12) months following the Involuntary Termination, provided that the Company’s obligation to continue to pay Executive’s termination of employment, which shall be paid COBRA premiums hereunder will cease immediately upon Executive’s eligibility for equivalent group health insurance coverage through a new employer; (iv) Executive will have the ability to exercise any vested stock option shares granted to Executive by the Company until one (1) year following the date of the Involuntary Termination or the expiration of the term of any such option, whichever occurs earlier; and (iiv) a subsequent period the vesting of six (6) months following such initial twelve (12) month period which all of Executive’s outstanding equity awards shall be paid for by Executive but which will be subsidized by accelerated so that they vest in full and the Company (such that Company’s right to repurchase any earlier exercised shares, if applicable, shall lapse. As a condition precedent to Executive’s cost receipt of such COBRA coverage for such six (the Change in Control Benefits, Executive must properly execute, and not revoke or attempt to revoke, the Release described in Section 6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.

Severance Benefits. Subject The Bank will pay severance benefits to Executive as follows: (i) Following a Change of Control of the Holding Company, if this Agreement is terminated pursuant to Section 4 hereof3(b) or 3(d) and the remaining term of the Agreement under Section 3(a) is two or more years, the Bank or its successor will pay Executive a Severance Benefit equal to two times the sum of the Executive's Average Cash Compensation and the annual contributions the Bank or the Holding Company would have made on the Executive's behalf under the Bank's and the Holding Company's qualified retirement plans. Following a Change of Control of the Holding Company, if (1this Agreement is terminated pursuant to Section 3(b) or 3(d) and the remaining term of the Agreement under Section 3(a) is less than two years, but more than one year, the Bank or its successor will pay Executive a Severance Benefit equal to the number of years remaining, rounded to the nearest month, times the sum of the Executive’s employment 's Average Cash Compensation and the annual contributions the Bank or the Holding Company would have made on the Executive's behalf under the Bank's and the Holding Company's qualified retirement plans. Following a Change of Control of the Holding Company, if this Agreement is involuntarily terminated pursuant to Section 3(b) or 3(d) and the remaining term of the Agreement under Section 3(a) is one year or less, the Bank or its successor will pay Executive a Severance Benefit equal to one times the sum of the Executive's Average Cash Compensation and the annual contributions the Bank or the Holding Company would have made on the Executive's behalf under the Bank's and the Holding Company's qualified retirement plans. The Executive's Average Cash Compensation shall be the average of the Executive's base salary and bonus payments during the five calendar year period ending before the date of the Change of Control, or if the Executive has not been employed for all of such five calendar years then the base salary and bonus payments shall be the average of such amounts over the period the Executive was employed by the Bank. The Bank or the Holding Company without Cause will also continue to provide Executive and his dependents, at the expense of the Bank or the Holding Company, with continuing coverage under all existing life, health and disability programs for a period of years equal to the number by which sum of the Executive's Average Cash Compensation plus qualified retirement plan contributions is multiplied under this Section 3(h)(i). (ii) All payments that become due to Executive under this Section 3(h) will be made in equal monthly installments unless the Executive timely elects to receive those payments in one lump sum. An election will be considered timely if the Executive delivers it to the Bank at least 90 days prior to the date of a Change of Control and such in the calendar year preceding the date of a Change of Control. The Bank will be obligated to make all payments that become due to Executive under this Section 3(h) whether or not he obtains other employment following termination does not arise or takes steps to mitigate any damages that he claims to have sustained as a result of Executive’s death termination. The payments and other benefits provided for in this Section 3(h) are intended to supplement any compensation or Disabilityother benefits that have accrued or vested with respect to Executive or for his account as of the effective date of termination. In the event that the Bank is unable to make any payment to the Executive under this subsection (ii) (other than by reason of subsection (iii), or the Holding Company shall be obligated to make such payment to Executive. (2iii) The Bank and Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release intend that no portion of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in any payment under this Agreement, or payments to or for the Restricted Activities Agreement (benefit of Executive under any other agreement or plan, be deemed to be an "Excess Parachute Payment" as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness Section 280G of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day Internal Revenue Code of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 19851986, as amended (“COBRA”) continued participation the "Code"), or its successors. It is agreed that the present value of any payments to or for the benefit of Executive in the Company’s group health plan (to the extent permitted under applicable law and the terms nature of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employmentcompensation, which shall be paid for as determined by the Company legal counsel or certified public accountants for the Bank in accordance with Section 280G(d)(4) of the Code, receipt of which is contingent on the Change of Control of the Holding Company, and to which Section 280G of the Code applies (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health planaggregate "Total Payments"); provided , shall not exceed an amount equal to one dollar less than the maximum amount which the Bank or the Holding Company may pay without loss of deduction under Section 280G(a) of the Code. (iv) The Bank may elect to defer any payments that may become due to Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.43(h) if, at the time the payments become due, the Bank is not in compliance with any regulatory-mandated minimum capital requirements or if making the payments would cause the Bank's capital to fall below such minimum capital requirements. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesIn this event, the Bank will resume making the payments as soon as it can do so without violating such minimum capital requirements.

Severance Benefits. Subject The Bank will pay severance benefits to Executive as follows: (I) Following a Change of Control of the Holding Company, if this Agreement is terminated pursuant to Section 4 hereof3(b) or 3(d) and the remaining term of the Agreement under Section 3(a) is two or more years, the Bank or its successor will pay Executive a Severance Benefit equal to two times the sum of the Executive's Average Cash Compensation and the annual contributions the Bank or the Holding Company would have made on the Executive's behalf under the Bank's and the Holding Company's qualified retirement plans. Following a Change of Control of the Holding Company, if (1this Agreement is terminated pursuant to Section 3(b) or 3(d) and the remaining term of the Agreement under Section 3(a) is less than two years, but more than one year, the Bank or its successor will pay Executive a Severance Benefit equal to the number of years remaining, rounded to the nearest month, times the sum of the Executive’s employment 's Average Cash Compensation and the annual contributions the Bank or the Holding Company would have made on the Executive's behalf under the Bank's and the Holding Company's qualified retirement plans. Following a Change of Control of the Holding Company, if this Agreement is involuntarily terminated pursuant to Section 3(b) or 3(d) and the remaining term of the Agreement under Section 3(a) is one year or less, the Bank or its successor will pay Executive a Severance Benefit equal to one times the sum of the Executive's Average Cash Compensation and the annual contributions the Bank or the Holding Company would have made on the Executive's behalf under the Bank's and the Holding Company's qualified retirement plans. The Executive's Average Cash Compensation shall be the average of the Executive's base salary and bonus payments during the five calendar year period ending before the date of the Change of Control, or if the Executive has not been employed for all of such five calendar years then the base salary and bonus payments shall be the average of such amounts over the period the Executive was employed by the Bank. The Bank or the Holding Company without Cause will also continue to provide Executive and her dependents, at the expense of the Bank or the Holding Company, with continuing coverage under all existing life, health and disability programs for a period of years equal to the number by which sum of the Executive's Average Cash Compensation plus qualified retirement plan contributions is multiplied under this Section 3(h)(i). (II) All payments that become due to Executive under this Section 3(h) will be made in equal monthly installments unless the Executive timely elects to receive those payments in one lump sum. An election will be considered timely if the Executive delivers it to the Bank at least 90 days prior to the date of a Change of Control and such in the calendar year preceding the date of a Change of Control. The Bank will be obligated to make all payments that become due to Executive under this Section 3(h) whether or not she obtains other employment following termination does not arise or takes steps to mitigate any damages that she claims to have sustained as a result of Executive’s death termination. The payments and other benefits provided for in this Section 3(h) are intended to supplement any compensation or Disabilityother benefits that have accrued or vested with respect to Executive or for her account as of the effective date of termination. In the event that the Bank is unable to make any payment to the Executive under this subsection (ii) (other than by reason of subsection (iii), or the Holding Company shall be obligated to make such payment to Executive. (2III) The Bank and Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release intend that no portion of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in any payment under this Agreement, or payments to or for the Restricted Activities Agreement (benefit of Executive under any other agreement or plan, be deemed to be an "Excess Parachute Payment" as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness Section 280G of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day Internal Revenue Code of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 19851986, as amended (“COBRA”) continued participation the "Code"), or its successors. It is agreed that the present value of any payments to or for the benefit of Executive in the Company’s group health plan (to the extent permitted under applicable law and the terms nature of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employmentcompensation, which shall be paid for as determined by the Company legal counsel or certified public accountants for the Bank in accordance with Section 280G(d)(4) of the Code, receipt of which is contingent on the Change of Control of the Holding Company, and to which Section 280G of the Code applies (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health planaggregate "Total Payments"); provided , shall not exceed an amount equal to one dollar less than the maximum amount which the Bank or the Holding Company may pay without loss of deduction under Section 280G(a) of the Code. (IV) The Bank may elect to defer any payments that may become due to Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.43(h) if, at the time the payments become due, the Bank is not in compliance with any regulatory-mandated minimum capital requirements or if making the payments would cause the Bank's capital to fall below such minimum capital requirements. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesIn this event, the Bank will resume making the payments as soon as it can do so without violating such minimum capital requirements.

Severance Benefits. Subject to Section 4 hereof, if If (1a) Executive terminates his employment with the Company during the Protected Period for a Good Reason event or (b) the Company terminates Executive’s employment is involuntarily terminated by during the Protected Period other than (i) for Cause or (ii) due to Executive’s inability to perform the primary duties of his position for at least 180 consecutive days due to a physical or mental impairment, Executive shall receive the following compensation and benefits from the Company, provided that, in the cases of S▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ executes and does not revoke the Release: A. Within 10 business days after the date of his execution of the Release and delivery of the same to the Company, the Company without Cause (and such termination does not arise as shall pay to Executive in a result lump sum, in cash, an amount equal to three times the sum of Executive’s death (i) Termination Base Salary and (ii) Bonus; provided, however, that such payment shall not be made prior to the first business day coincident with or Disability), or (2) Executive voluntary resigns next following the date that is six months following Executive’s termination of employment with Good Reason, then, the Company if earlier payment would be subject to Executive executing and delivering the additional tax imposed by Section 409A(a)(1)(B) of the Internal Revenue Code of 1986. B. Except to the extent specifically set forth in a grant agreement under any employee stock incentive plan of the Company, as of the date of Executive’s termination of employment (i) all restricted shares of Company stock of Executive (without revocationwhether granted before or after the Effective Date) a valid release shall become 100% vested and all restrictions thereon shall lapse and the Company shall promptly deliver to Executive unrestricted shares of claims Company stock, (ii) all restricted stock units of Executive (whether granted before or after the Effective Date) shall become 100% vested and all restrictions thereon shall lapse and the Company shall settle such units in the form attached hereto manner provided in the applicable grant agreement and (iii) each then outstanding Company stock option of Executive (whether granted before or after the Effective Date) shall become 100% exercisable; provided, however, that settlement of restricted stock units as Exhibit A contemplated by clause (ii) above shall not be made prior to the first business day coincident with or next following the date that is six months following Executive’s termination of employment with the Company if earlier settlement would be subject to the additional tax imposed by Section 409A(a)(1)(B) of the Internal Revenue Code of 1986. C. For the 36-month period beginning on the date of his termination of employment (the “General ReleaseContinuation Period”) no later than 21 days following such termination of employment ), the Company shall provide Executive and Executive’s compliance eligible family members with the most favorable medical and dental health benefits that are provided to active executives of the Company or any of its affiliates (or any parent thereof) during the Continuation Period, provided Executive pays a monthly premium for such coverage equal to the monthly premium charged to such active executives for such coverage. Notwithstanding the foregoing, if Executive receives medical and dental benefits under another employer’s group health plans during this Continuation Period, the Company’s obligations under this Section C shall be reduced to the extent benefits are actually received by Executive under such other plans during such period, and any such benefits actually received by Executive under such other plans shall be promptly reported by Executive to the Company. In the event Executive is ineligible under the terms of the applicable medical and dental plans to be so covered, or in all material respects with the event the benefits to be provided to Executive under such plans would not be excluded from Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, thatgross income, the Company shall provide Executive with written notice substantially equivalent coverage through other sources that provide Executive with benefits that are not includable in Executive’s gross income or will provide Executive with a lump sum payment in such amount that, after all taxes on that amount, shall be equal to the cost to Executive of any Executive’s obtaining such noncompliance equivalent coverage from another source for Executive and not less than 30 days to cureExecutive’s eligible family members. The lump sum shall be determined on a present value basis using the interest rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code on the date of termination. D. Throughout the term of the Continuation Period or until Executive begins other full-time employment with a new employer, if curable)whichever occurs first, Executive shall be entitled to the following: 3.1. receive ongoing outplacement services, paid by the Company shall continue up to pay to Executive Executive’s Annual Base Salaryan aggregate cost not in excess of $30,000, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for nationally prominent executive outplacement service firm selected by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by reasonably acceptable to Executive. For the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be final calendar year containing the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and providedProtected Period, further, that in the event that the Company fails to award Executive obtains other employment prorated bonus compensation with respect to the portion of such calendar year prior to the expiration of the Protected Period in a manner that offers comparable group health benefitsdoes not constitute a failure under Section 2(D)(iii), such continuation failure shall be deemed to be an event that constitutes Good Reason and, if Executive terminates his employment upon or within 30 days following such failure, then such termination shall be deemed to be a termination of coverage employment by Executive for Good Reason occurring during the Protected Period and Executive’s rights to benefits hereunder with respect to such termination shall be deemed to have arisen prior to the expiration of the Term. The Company may withhold from any amounts or benefits payable under this Agreement all such taxes as it shall be required to withhold pursuant to any applicable law or regulation. Any payment not timely made by the Company under this Section 3.3 Agreement shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesbear interest at the highest nonusurious rate permitted by applicable law.

Severance Benefits. Subject Prior to Section 4 hereofa Change in Control, if (1) the Company terminates the Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death for any reason other than Long-Term Disability or Disability)Cause, or (2) if the Executive voluntary resigns with for Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this AgreementSection 6(g), the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to: (i) Severance payments in an aggregate amount equal to two (2) times the sum of: (A) Executive’s then-current Base Salary (disregarding any reduction in salary made in contemplation of such termination of employment), (B) the Company’s profit-sharing, 401(k) match and other Company contributions made on behalf of the Executive to the following: 3.1. Company’s tax-qualified and nonqualified defined contribution plans during the Company shall continue twelve (12) month period prior to pay to Executive the date of termination, and (C) the Executive’s Target Annual Base SalaryBonus for the year of termination (“Total Severance Payment”). If the Total Severance Payment becomes due to the Executive under this Agreement, less withholding of all applicable taxes and other applicable deductionssubject to Section 7, such payment shall be made in equal installments, in accordance with the Company’s regular payroll practices for and procedures, as if it were to be paid over the twenty-four (24) month period following the date of Executive’s separation from service; provided, however, that all unpaid portions of the Total Severance Payment shall be distributed to the Executive in a period of twelve (12) months commencing lump sum on the first payroll date immediately preceding March 15 of the calendar year following the effectiveness calendar year in which the date of termination occurs. (ii) If such termination occurs prior to the payment of the General Release Executive’s Annual Bonus payable with respect to the immediately preceding calendar year, payment of such Annual Bonus for such period, in the amount, and at such time, as he would otherwise have been entitled under the terms of the BPP had employment not terminated. (iii) All outstanding stock options, stock appreciation rights, restricted stock units, restricted shares and other equity-based awards (the “Equity Incentives”) held by the Executive shall be governed by the terms and conditions of the equity compensation plans and award agreements pursuant to which they were granted. (iv) The Executive shall be entitled to Company-provided continuation of medical, dental, vision and prescription coverage, but not Long-Term Disability coverage (the “Benefits”) (on either an insured or a self-insured basis, in the sole discretion of the Company) for the Executive and his “Eligible Dependents” (as determined under the terms of the Company’s health and welfare benefit plans in effect as of the date of termination), on substantially the same terms of such coverage as are in existence immediately prior to the Executive’s date of termination (subject to commercial availability of such coverage), until the earlier of: (A) the date on which the Executive becomes eligible to be covered under Medicare or another employer’s group health plan; or (B) the twenty-four (24) month anniversary of the Executive’s date of termination; provided, thathowever, that such coverage shall run concurrently with any coverage available to the Executive and his Eligible Dependents under COBRA; and provided further, however, that the Executive shall immediately notify the Company if he or his Eligible Dependents become covered under Medicare or another employer’s group health plan, at which time the Company’s provision of medical coverage for the Executive and/or his Eligible Dependents, as applicable, will cease. The Executive shall not be treated entitled to any other perquisites (except as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation otherwise explicitly provided in the Company’s group health applicable perquisite plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant or policy or in the group health planthis Agreement); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.

Severance Benefits. Subject The Bank will pay severance benefits to Executive as follows: (I) Following a Change of Control of the Holding Company, if this Agreement is terminated pursuant to Section 4 hereof3(b) or 3(d) and the remaining term of the Agreement under Section 3(a) is two or more years, the Bank or its successor will pay Executive a Severance Benefit equal to two times the sum of the Executive's Average Cash Compensation and the annual contributions the Bank or the Holding Company would have made on the Executive's behalf under the Bank's and the Holding Company's qualified retirement plans. Following a Change of Control of the Holding Company, if (1this Agreement is terminated pursuant to Section 3(b) or 3(d) and the remaining term of the Agreement under Section 3(a) is less than two years, but more than one year, the Bank or its successor will pay Executive a Severance Benefit equal to the number of years remaining, rounded to the nearest month, times the sum of the Executive’s employment 's Average Cash Compensation and the annual contributions the Bank or the Holding Company would have made on the Executive's behalf under the Bank's and the Holding Company's qualified retirement plans. Following a Change of Control of the Holding Company, if this Agreement is involuntarily terminated pursuant to Section 3(b) or 3(d) and the remaining term of the Agreement under Section 3(a) is one year or less, the Bank or its successor will pay Executive a Severance Benefit equal to one times the sum of the Executive's Average Cash Compensation and the annual contributions the Bank or the Holding Company would have made on the Executive's behalf under the Bank's and the Holding Company's qualified retirement plans. The Executive's Average Cash Compensation shall be the average of the Executive's base salary and bonus payments during the five calendar year period ending before the date of the Change of Control, or if the Executive has not been employed for all of such five calendar years then the base salary and bonus payments shall be the average of such amounts over the period the Executive was employed by the Bank. The Bank or the Holding Company without Cause will also continue to provide Executive and his dependents, at the expense of the Bank or the Holding Company, with continuing coverage under all existing life, health and disability programs for a period of years equal to the number by which sum of the Executive's Average Cash Compensation plus qualified retirement plan contributions is multiplied under this Section 3(h)(i). (II) All payments that become due to Executive under this Section 3(h) will be made in equal monthly installments unless the Executive timely elects to receive those payments in one lump sum. An election will be considered timely if the Executive delivers it to the Bank at least 90 days prior to the date of a Change of Control and such in the calendar year preceding the date of a Change of Control. The Bank will be obligated to make all payments that become due to Executive under this Section 3(h) whether or not he obtains other employment following termination does not arise or takes steps to mitigate any damages that he claims to have sustained as a result of Executive’s death termination. The payments and other benefits provided for in this Section 3(h) are intended to supplement any compensation or Disabilityother benefits that have accrued or vested with respect to Executive or for his account as of the effective date of termination. In the event that the Bank is unable to make any payment to the Executive under this subsection (ii) (other than by reason of subsection (iii), or the Holding Company shall be obligated to make such payment to Executive. (2III) The Bank and Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release intend that no portion of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in any payment under this Agreement, or payments to or for the Restricted Activities Agreement (benefit of Executive under any other agreement or plan, be deemed to be an "Excess Parachute Payment" as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness Section 280G of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day Internal Revenue Code of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 19851986, as amended (“COBRA”) continued participation the "Code"), or its successors. It is agreed that the present value of any payments to or for the benefit of Executive in the Company’s group health plan (to the extent permitted under applicable law and the terms nature of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employmentcompensation, which shall be paid for as determined by the Company legal counsel or certified public accountants for the Bank in accordance with Section 280G(d)(4) of the Code, receipt of which is contingent on the Change of Control of the Holding Company, and to which Section 280G of the Code applies (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health planaggregate "Total Payments"); provided , shall not exceed an amount equal to one dollar less than the maximum amount which the Bank or the Holding Company may pay without loss of deduction under Section 280G(a) of the Code. (IV) The Bank may elect to defer any payments that may become due to Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.43(h) if, at the time the payments become due, the Bank is not in compliance with any regulatory-mandated minimum capital requirements or if making the payments would cause the Bank's capital to fall below such minimum capital requirements. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesIn this event, the Bank will resume making the payments as soon as it can do so without violating such minimum capital requirements.

Severance Benefits. Subject to Section 4 hereof, if (1a) In the event that the Company terminates Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement Cause” (as defined below) and the General Release (provided, that), the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue agrees to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, severance payments in accordance with an amount equal to the Company’s regular payroll practices for a period sum of twelve (12) months commencing base salary at the rate in effect on the date of the termination of Executive’s employment (the “Termination Date”), plus the prorated portion of Executive’s “Average Bonus” (an amount equal to the average of the performance bonus payments received by the Executive for the three most recent Fiscal Years (or such fewer number of fiscal years during which Executive was employed)), multiplied by the product of the number of days during the Performance Period that Executive was employed, divided by 365) (“Severance Benefits”). The Severance Benefits shall be payable in a lump sum on the first payroll date following after the effectiveness satisfaction of the General Release (providedconditions set forth in Section 4 below. All withholding taxes and other deductions that the Company is required by law to make from wage payments to employees will be made from such severance payments. If Executive’s employment terminates as a result of death or disability, that, Executive such termination shall not be treated as considered a termination without “Cause” that will entitle Executive to any severance payment. (b) If Executive makes an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior election to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to continue Executive’s timely election of continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), during the period beginning on the Termination Date and ending on the earlier of (i) continued participation in the twelve month anniversary of the Termination Date or (ii) the date upon which Executive becomes eligible for comparable coverage under another employer’s group health plans, Executive shall continue to pay premiums with respect to such coverage to the same extent that Executive was paying such premiums immediately prior to such termination. Such period shall run concurrently with the period of Executive’s rights under COBRA. (c) If the Company relocates Executive’s position to a locale beyond a 50 mile radius from the Company’s group health plan (headquarters at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, it shall be considered a termination of Executive without “Cause,” entitling Executive to resign and receive the extent permitted Severance Benefits. Notwithstanding the following, in order to be eligible to receive the Severance Benefits under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for this subsection 2(c), (i) Executive shall provide notice to the Company no more than 90 days after the occurrence of such relocation, (ii) such notice states the grounds for such voluntary resignation and an effective date no earlier than 30 days after it is given, and (iii) the Company has 30 days from the giving of such notice within which to cure and, in the event of such cure, such notice shall be of no further force or effect. (d) In the event a period termination without “Cause” occurs within one year after a “Change in Control,” in lieu of the Severance Benefits payable under subsection 2(a) or (c), as the case may be, Executive shall be entitled to receive a lump sum equal to two (2) times the sum of Executive’s twelve (12) months following Executive’s termination of employment, which shall be paid for by base salary at the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by rate in effect on the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be Termination Date plus the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4Average Bonus. any earned but unpaid bonus for any prior completed bonus year Such amount shall be payable when otherwise paid to other Company executiveson the first payroll date after the satisfaction of the conditions set forth in Section 4 below. (e) For purposes of this Agreement, the following terms are defined as follows:

Severance Benefits. Subject to Section 4 hereof, if (1) Unless Executive’s employment is involuntarily terminated for Cause or by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement Disability (as defined below) and the General Release (provided), that, if the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the followingterminates Executive’s employment: 3.1. (a) The Company, in an attempt to ease Executive’s transition, and upon receipt of a mutually satisfactory release of potential claims against the Company Company, shall pay Executive all compensation due and owing through the last day actually worked, and shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular then effective payroll practices practices, Executive’s then effective base salary (but not any employee benefits), less applicable withholding, for a period of twelve three (123) months commencing on years from the first payroll date the employment relationship with the Company terminates (the “Termination Date”); provided, however, that such payments by the Company shall be offset, during the third year following the effectiveness of Termination Date, by income paid to Executive by another employer other than the General Release (providedCompany, that, which income Executive shall promptly report to the Company. For the avoidance of doubt, for purposes of this Section 1(a), base salary shall not be treated as an employee while receiving such amounts);include any perquisites or similar benefits provided to Executive prior to the Termination Date, including, without limitation, any automobile allowance, club membership or right to use aircraft otherwise provided by the Company for the use by the Company’s executives. 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs(b) If Executive elects to convert his Company group health coverage under COBRA, the Company shall will pay Executive a prorated annual bonus for Executive’s COBRA premiums until the portion earlier of (1) the eighteenth (18th) month anniversary of the fiscal year worked prior Termination Date or (2) Executive becomes covered by another employer’s group health plans. (c) All shares of restricted stock granted to Executive, all unexercised options to purchase Company common stock and any other equity awards of the Company, in each case that are unvested at the time of such termination of employment based on actual performance achieved of Executive, shall become, immediately prior to the Termination Date, fully vested and, as applicable, exercisable. (d) The payments and benefits described in this Section 1 shall be conditioned upon Executive’s continued compliance with the material obligations described in this Agreement. Should Executive violate any such obligations, as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which in good faith, all further payment obligations shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.

Severance Benefits. Subject to Sections 5.5 and Section 4 hereof18 of this Agreement, if in the event of automatic termination based upon Section 5.1 (1a),(d) Executive’s employment is involuntarily terminated or (k), to the extent caused by the Company without Cause (and such Bank’s breach, or termination does not arise as a result by the Bank pursuant to Section 5.2, or termination at the election of Executive’s death or Disabilitythe Executive for “good reason” pursuant to Section 5.3(b), or then in each such case, the Executive shall receive severance benefits consisting of: (a) a lump sum payment equal to two (2) Executive voluntary resigns with Good Reasontimes the sum of the Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 which shall be paid within 60 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreementthe Termination Date; provided that, if the Restricted Activities Agreement Release Execution Period (as defined below) begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; (b) acceleration of vesting of the 2015 Equity Award; and (c) the Bank shall reimburse the Executive for the difference between the monthly COBRA or Cal-COBRA premium paid by the Executive for himself and his dependents and the General Release monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the 15th of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (providedi) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. The Executive agrees to notify the Bank as soon as practicable, that, the Company shall provide Executive with written notice of any such noncompliance and but not less than 30 ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to curerepay to the Bank any amounts paid by the Bank to or for the benefit of the Executive that overlap the coverages provided by the other employer. Notwithstanding the foregoing, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding making of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for payments by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company Bank under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid would violate the nondiscrimination rules applicable to other Company executivesnon-grandfathered plans, or result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (the “PPACA”), the parties agree to reform this Section in a manner as is necessary to comply with the PPACA.

Severance Benefits. Subject to Section 4 hereof13, if either (1a) Executive terminates his employment during the Protected Period for a Good Reason event or (b) the Company terminates Executive’s 's employment is involuntarily terminated during the Protected Period other than for Cause, Executive shall receive the following compensation and benefits from the Company: A. Within 15 days of the Date of Termination the Company shall pay to Executive in a lump sum, in cash, an amount equal to two times the sum of Executive's (i) Termination Base Salary and (ii) Target AICP. B. Notwithstanding anything in any Company stock plan or grant agreement to the contrary, (i) all restricted shares and restricted stock units of Executive shall become 100% vested and all restrictions thereon shall lapse as of the Date of Termination and the Company shall promptly deliver such shares to Executive and (ii) each then outstanding stock option of Executive shall become 100% exercisable and, excluding any incentive stock option granted prior to the Effective Date, shall remain exercisable for the remainder of such option's term. C. Executive shall be fully vested in Executive's accrued benefits under all qualified pension, nonqualified pension, profit sharing, 401(k), deferred compensation and supplemental plans maintained by the Company without Cause for Executive's benefit, except to that the extent the acceleration of vesting of such benefits would violate any applicable law or require the Company to accelerate the vesting of the accrued benefits of all participants in such plan or plans, in which event the Company shall pay Executive a lump sum amount, in cash, within 15 days following the Date of Termination, equal to the present value of such unvested accrued benefits that cannot become vested under the plan for the reasons provided above. D. For the 36-month period following the Date of Termination (and such termination does not arise as a result of Executive’s death or Disabilitythe "COC Severance Period"), or (2) the Company shall continue to provide Executive voluntary resigns and Executive's eligible family members, based on the cost sharing arrangement between Executive and the Company on the Date of Termination, with Good Reason, then, subject medical and dental health benefits and disability coverage and benefits at least equal to those which would have been provided to Executive executing if Executive's employment had not been terminated or, if more favorable to Executive, as in effect generally at any time during such period. Notwithstanding the foregoing, if Executive becomes eligible to receive medical, dental and delivering disability benefits under another employer's plans during this COC Severance Period, the Company's obligations under this Section 5D shall be reduced to the Company (without revocation) a valid release extent comparable benefits are actually received by Executive during such period, and any such benefits actually received by Executive shall be promptly reported by Executive to the Company. In the event Executive is ineligible under the terms of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment Company's health and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, thatother welfare benefit plans or programs to continue to be so covered, the Company shall provide Executive with written notice substantially equivalent coverage through other sources or will provide Executive with a lump sum payment in such amount that, after all taxes on that amount, shall be equal to the cost to Executive of any providing Executive such noncompliance and not less than 30 days to curebenefit coverage. The lump sum shall be determined on a present value basis using the interest rate provided in Section 1274(b)(2)(B) of the Code on the Date of Termination. E. Throughout the term of the COC Severance Period or until Executive accepts other employment, if curable)including as an independent contractor, with a new employer, whichever occurs first, Executive shall be entitled to receive outplacement services, payable by the following: 3.1. the Company shall continue Company, with an aggregate cost not to pay to Executive exceed 15% of Executive’s Annual 's Termination Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior executive outplacement service firm reasonably acceptable to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.

Severance Benefits. a. Subject to Section 4 hereof, if (1) the terms and conditions of eligibility for Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result receipt of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in severance benefits under this Agreement, including the Restricted Activities execution and delivery (and non-revocation, if applicable) by Executive of the Separation Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, as set forth in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occursSection 6.9, the Company shall pay to Executive, as severance benefits, an amount equal to six (6) months Base Salary, in the manner set forth in Section 3.5(b). In addition to amounts payable under this Section 3.5(a), Company will reimburse Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election continuation of continuation coverage under health insurance coverage, as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) ), for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following termination; provided, that the Company’s obligation to make these COBRA premium payments to Executive shall cease on the earlier of (i) the date on which Executive first becomes eligible for coverage under any group health plan made available by another employer (and Executive shall notify the Company in writing promptly, but within 10 days, after becoming eligible for any such initial twelve benefits); and (12ii) month period the date on which Executive’s COBRA continuation coverage under the Company’s gropu health plan ends on account of Executive’s election to terminate such coverage. b. The severance benefits under this Section 3.5 shall be paid to Executive in substantially equal installments, on a salary continuation basis, according to the Company’s normal payroll practices over the course of the applicable time period immediately following the date Executive incurs a Separation from Service (as defined below). The payment of such installments shall commence upon the Company’s first regularly scheduled payroll date following the Company’s execution of the Separation Agreement and General Release and the seven (7) day revocation period (if applicable) contained therein, so long as Executive does not revoke the Agreement (if applicable). Each separate severance installment payment and each other payment that Executive may be eligible to receive under this Agreement shall be a separate payment under this Agreement for by all purposes. c. Notwithstanding anything to the contrary in this Agreement, with respect to any severance benefits or amounts payable to Executive but which will be subsidized by under this Agreement, in no event shall a termination of employment occur under this Agreement unless such termination constitutes a Separation from Service. For purposes of this Agreement, a “Separation from Service” means Executive’s “separation from service” with the Company (as such that Executive’s cost of such COBRA coverage for such six (6term is defined in Treasury Regulation Section 1.409A-1(h) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. and/or any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivessuccessor provision thereto.

Severance Benefits. Subject to Section 4 hereofThe Company may, at its sole discretion, terminate Executive's employment at any time, provided however, that if (1) Executive’s employment is involuntarily terminated by the Company without ▇▇▇▇▇▇ Executive's employment for any reason other than for Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) if Executive voluntary resigns with terminates his employment for Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide the following severance payments and benefits (collectively "Severance Benefits"), less all applicable federal and state income and withholding taxes, in exchange for a full and complete release of all claims against the Company, in the form customarily used by the Company, executed by Executive: 1. [________] months of Base Salary (the "Severance Period"), plus a pro-rata portion of variable compensation for the calendar year, or if variable compensation is to be paid quarterly then for the calendar quarter, in which the severance occurs up to the separation date, such pro rata bonus to be equal to the variable compensation Executive with written notice would have earned had Executive remained employed through the end of the applicable period (pro rated based on the number of days employed in such period). Executive's entitlement to and the amount of any such noncompliance and not less than 30 days to cure, if curable), Executive variable compensation under this Section 2.5(a) (1) shall be entitled to determined at the following: 3.1sole discretion of the Company. the Company The Base Salary shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, be payable in accordance with the Company’s 's regular payroll practices practices, and the pro rata variable compensation payments shall be payable at the time that other variable compensation payments are made under the applicable Variable Compensation Plan. Notwithstanding the payment schedule described in this paragraph, if Executive is a Specified Employee (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")) and becomes entitled to the payment described in this Section 2.5 as a result of a separation of service as defined by Section 409A(a)(2)(i) of the Code, then the portion of such payment treated as "separation pay" for a period purposes of twelve Section 409A shall not be paid prior to the date which is six (126) months commencing after the date of the Executive separation from service shall be accumulated and paid to Executive in a lump sum amount on the first payroll date of the seventh month following the effectiveness date of separation from service. Executive's entitlement to the foregoing severance payments is contingent on his continued compliance with the confidentiality, non-competition and non-solicitation provisions outlined in Sections 3.1, 3.2, 4.2 and 4.3 herein. Executive understands that if the Company determines that he has violated the confidentiality provisions, covenant not to compete or non-solicitation provisions, the Company will not make any further severance payments, and will be entitled to reimbursement from Executive of any severance amounts already paid to him, all in addition to any other remedy to which the Company may. 2. Upon his separation from service, if Executive is eligible and enrolled in the Company's medical and dental benefit programs, the Company will provide the necessary forms, including COBRA notifications, to transfer the responsibility and right to continue those benefits to Executive, which under COBRA are typically at his expense, for the time period allowed by law or under the applicable programs. However, assuming Executive is eligible and elects to continue those benefits, the Company will continue to pay the same proportion of Executive's medical and dental insurance premiums under COBRA as during active employment (for Executive and eligible dependents) until the earlier of: (1) the expiration of the General Release Severance Period; or (provided, that2) the date Executive is eligible for medical and dental insurance benefits by another employer. 3. Upon termination of employment, Executive shall is not be treated as eligible to continue participation in the Company group life insurance program. The Company will therefore pay, at the Company's option, the premiums during the Severance Period that are either (i) applicable to a conversion of the coverage (equal to the amount normally provided to an employee while receiving such amounts);without payment by the employee) from group to individual coverage; or (ii) that will support the same level of coverage in a term life policy. The company's obligation under this sub-section is to provide the required insurance and Executive is not entitled to a cash payment in substitution thereof. 3.24. if If Executive is not fully vested in the termination Company's 401(k) and/or other retirement/pension plan on the date occurs on or after the first day of the third quarter of the fiscal year when such termination date occursseparation, the Company shall pay Executive a prorated annual bonus for an amount equal to the unvested portion of such account(s). 5. The Company on the fiscal year worked prior to termination date of employment based on actual performance achieved as determined as separation will provide professional outplacement counseling and services consistent with other Executives at similar compensation levels. No cash lump sum payment in lieu of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject outplacement services will be provided to Executive’s timely election of continuation coverage under . 6. During the Consolidated Omnibus Budget Reconciliation Act of 1985Severance Period, as amended (“COBRA”) continued participation in the Company’s group health plan (Company will continue to pay for Executive's reasonable association fees related to Executive's former duties and responsibilities if and to the extent permitted under applicable law and previously paid by the terms Company. 7. The Company shall, except in the case of such plan) which covers any termination of Executive's employment for Cause, give the Executive (and Executive’s eligible dependents) for (i) a period no less than 30 days' prior written notice of twelve (12) months following Executive’s termination of employment. In the event the Company gives such notice, which the Executive shall be paid for by the Company under no obligation to render additional services and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); allowed to seek other employment, provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year Severance Period shall be payable when otherwise paid reduced accordingly if Executive so ceases to other Company executivesprovide services to the Company.

Severance Benefits. Subject I understand that Walco or myself may terminate my employment at any time. In return for my agreement to Section 4 hereof, if (1) Executive’s employment is involuntarily terminated be bound by the Company without Cause (and such termination does not arise as a result terms of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, Walco has agreed to pay severance benefits upon the Restricted Activities Agreement following terms and conditions: In the event that Walco elects to terminate my employment other than for Cause or I terminate my employment for Good Reason (as those terms are defined below) and the General Release (providedhereunder), that, the Company shall provide Executive with written notice in lieu of any such noncompliance and not less than 30 days other severance benefits to curewhich I may be entitled, if curable)Walco will, Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be my termination, continue to pay my salary. The total amount paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such to me during this six (6) month period will be equal to one half of the same amount paid to me as compensation by Walco during the last full calendar year of my employment, as reflected on my last W-2. The obligations of Walco to do so, however, are conditioned upon me signing a release of claims in a form satisfactory to Walco within twenty-one (21) days (or, if greater, the time period mandated by applicable federal or state law) of the date I receive notice of termination of my employment or the date I receive said release of claims, whichever is later, and upon my not revoking the release of claims thereafter. All such severance payments under this Agreement will bein a form of salary continuation payable in accordance with the normal payroll practices of Walco, and will begin at Walco’s next regular payroll period following the effective date of said release of claims, but shall be retroactive to the date of termination. The following, as determined by the Senior Vice President of Sales and Operations (or other officer delegated by the Chief Executive would have paid had Executive remained an employee and an active participant Officer) in his/her reasonable judgment, shall constitute Cause for termination: (i) my refusal or failure to perform (other than by reason of disability), or material negligence in the group health plan)performance of, my duties and responsibilities, to Walco or my refusal or failure to follow or carry out any reasonable direction of Walco; provided (ii) material breach by me of any provision of this Agreement or any other agreement between myself and the Walco; (iii) the commission of fraud, embezzlement, theft or other dishonesty by me; (iv) my conviction or plea of nolo contendere to any felony or any other crime involving dishonesty or moral turpitude; or (v) any conduct that Executive is eligible could reasonably be expected to have a material adverse effect upon the business, interests of reputation of Walco. Upon providing notice of termination of my employment hereunder for Cause, Walco shall have no further obligation or liability to me, other than for Base Salary earned and remains eligible unpaid at the date of termination. The following shall constitute Good Reason for COBRA coveragetermination by me: a material diminishment in the nature or scope of my duties or compensation without my prior consent; and provided, furtherhowever, that the following shall not constitute “Good Reason”: (i) any diminishment in compensation attributable to market conditions or vendor-initiated action, or (ii) any diminishment of the event that Executive obtains other employment that offers comparable group health benefitsbusiness of Walco or any of its Affiliates, such continuation including without limitation, (iii) the sale or transfer of coverage by any and all of the Company under this Section 3.3 assets of Walco or any of its Affiliates, shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesnot constitute “Good Reason”.

Severance Benefits. Subject to Section 4 hereofIf, if (1) Executive’s employment is involuntarily terminated by during the Company without Cause (and such termination does not arise as a result term of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement Executive’s employment with the Company shall be terminated within twelve (as defined below12) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits: (a) If the General Release Executive’s employment with the Company shall be terminated (providedi) by the Company for Cause or Disability, that(ii) by reason of the Executive’s death, or (iii) by the Executive other than for Good Reason, the Company shall provide pay to the Executive with written notice of any such noncompliance and not less than 30 days to curethe Accrued Compensation and, if curablesuch termination is by the Company other than for Cause, a Pro Rata Bonus. (b) If the Executive’s employment with the Company shall be terminated for any reason other than as specified in Section 3.1(a), the Executive shall be entitled to the following: 3.1. (i) the Company shall continue pay the Executive all Accrued Compensation and a Pro-Rata Bonus; (ii) the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to pay the Termination Date an amount in cash equal to Executive Executive’s Annual one times the sum of (A) the Base Salary, less withholding of all applicable taxes Amount and other applicable deductions, in accordance with (B) the Company’s regular payroll practices Bonus Amount; (iii) for a period number of months equal to twelve (12) months commencing on (the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts“Continuation Period”); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion at its expense continue on behalf of the fiscal year worked prior Executive and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits generally provided to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (non-executive salaried employees at any time during the 90-day period prior to the Change in Control or at any time thereafter. The Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent permitted that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the coverages and benefits required to be provided hereunder. This subsection (iii) shall not be interpreted so as to limit any benefits to which the Executive or his dependents or beneficiaries may be entitled under applicable law and any of the terms of such plan) which covers Executive (and ExecutiveCompany’s eligible dependents) for (i) a period of twelve (12) months employee benefit plans, programs or practices following the Executive’s termination of employment, including, without limitation, retiree medical and life insurance benefits; (iv) the Company shall pay an amount in cash equal to the excess, if any, of (A) the Supplemental Retirement Benefit (as defined below) had (w) the Executive remained employed by the Company for an additional one (1) complete year of credited service, (x) his annual compensation during such period been equal to his Base Salary and the Bonus Amount, (y) the Company made employer contributions to each defined contribution plan, if any, in which the Executive was a participant at the Termination Date (in an amount equal to the amount of such contribution for the plan year immediately preceding the Termination Date) and (z) he been fully (100%) vested in his benefit under each retirement plan, if any, in which the Executive was a participant, over (B) the lump sum actuarial equivalent of the aggregate retirement benefit, if any, the Executive is actually entitled to receive under such retirement plans. For purposes of this subsection (iv), the “Supplemental Retirement Benefit” shall mean the lump sum actuarial equivalent of the aggregate retirement benefit the Executive would have been entitled to receive under the Company’s supplemental and other retirement plans, if any; and (v) the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or units) under any incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to the Executive shall become immediately exercisable and shall become 100% vested, and all performance units granted to the Executive shall become 100% vested, provided that to the extent that all or any part of any such incentive award or stock option or stock appreciation right or performance unit is not exercisable or does not vest within four (4) years from the Termination Date, then to that extent (but only to that extent) there shall be no acceleration of vesting or lapse of restrictions under this Section 3.1(b)(v). (c) The amounts provided for in Sections 3.1(a) and 3.1(b)(i), (ii) and (iv) shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial in twelve (12) equal monthly payments (without interest) on the first day of each month period which commencing on the first day of the month immediately following Executive’s Termination Date. (d) The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be paid for by Executive but which will be subsidized offset or reduced by the Company (such that Executive’s cost amount of such COBRA coverage for such six (6) month period will be any compensation or benefits provided to the same Executive in any subsequent employment except as Executive would have paid had Executive remained an employee and an active participant provided in the group health planSection 3.1(b)(iii); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.

Severance Benefits. Subject to Section 4 hereof(a) In the event that a Change in Control occurs and within twenty-four (24) months after the Change in Control, if either (1i) Executive’s employment is involuntarily terminated by the Company ▇▇▇▇▇▇ Savings or DFC without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2ii) Executive voluntary resigns voluntarily terminates employment with ▇▇▇▇▇▇ Savings while Good ReasonReason exists, thenand, subject to in either case, Executive executing executes a Separation Agreement and delivering to the Company (without revocation) a valid release of claims Release in substantially the form attached hereto as Exhibit A, ▇▇▇▇▇▇ Savings (or its successor) shall pay Executive, within ten (10) business days after Executive executes and returns the Separation Agreement and Release, a lump sum amount equal to the following: One (1) multiplied by the Executive’s Annual Compensation A (the “General Release”) no later than 21 days following such change in Executive’s employer from ▇▇▇▇▇▇ Savings to DFC or to any successor in interest to ▇▇▇▇▇▇ Savings or DFC alone shall not be considered a termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained employment for purposes of this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, solely to the Restricted Activities Agreement (as defined below) and extent that such delay is required in order to avoid the General Release (provided, that, imposition of an excise tax under Section 409A of the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cureCode, if curable)Executive is a “specified employee” for purposes of Section 409A(a)(2)(B) of the Code, Executive shall any payments to be entitled made pursuant to the following: 3.1. the Company shall continue Agreement that are considered to pay to Executive Executive’s Annual Base Salary, less withholding be non-qualified deferred compensation distributable in connection with separation from service for purposes of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness Section 409A of the General Release (providedCode, thatand which otherwise would have been payable at any time during the six-month period immediately following such separation from service, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurspaid prior to, and shall instead be payable in a lump sum within ten (10) business days following, the Company shall pay Executive a prorated annual bonus for expiration of such six-month period. (c) Notwithstanding anything to the portion of the fiscal year worked contrary in this Agreement, within thirty (30) days prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of or twelve (12) months following a Change in Control event set forth in clause (i), (ii), (iii) or (iv) of Subsection 1(d) above, ▇▇▇▇▇▇ Savings unilaterally may terminate its severance benefit obligations under this Section 3 and Section 5 below by notifying Executive of such termination and paying Executive the amounts provided in Section 3 and Section 5 as though all conditions to such payments had been met, within ten (10) business days after Executive executes and returns the Separation Agreement and Release, without regard to whether Executive’s termination of employment, which employment with ▇▇▇▇▇▇ Savings has terminated. Such payment shall in no event be paid for by the Company and made later than twelve (ii) a subsequent period of six (612) months following ▇▇▇▇▇▇ Savings’ termination of such initial obligations, and ▇▇▇▇▇▇ Savings shall have no obligation to make such payment if Executive fails to execute and return the Separation Agreement and Release at least ten (10) business days prior to the end of such twelve (12) month period which shall be paid for by period. ▇▇▇▇▇▇ Savings may exercise this right to terminate only if ▇▇▇▇▇▇ Savings terminates all arrangements that are substantially similar to those set forth in Sections 3 and 5 that ▇▇▇▇▇▇ Savings has at that time with other employees. ▇▇▇▇▇▇ Savings may exercise this right to terminate only in a manner and to the extent that it will not subject Executive but which will be subsidized by to an excise tax under Section 409A of the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesCode.

Severance Benefits. Subject to Section 4 6(e) hereof, if (1) if, during the Term of Employment, the Company terminates the Executive’s employment is involuntarily terminated by other than for Cause or Disability or the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with shall terminate employment for Good Reason, then, : (i) subject to Executive executing and delivering to Section 15 hereof, within thirty (30) days after the Company Date of Termination (without revocation) a valid release of claims other than in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination case of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined belowSection 6(a)(i)(5) and the General Release (provided, that6) below), the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled pay to the following: 3.1. Executive a cash lump sum equal to the Company shall continue to pay to Executive sum of: (1) the Executive’s Annual Base Salary, less withholding Salary through the Date of all applicable taxes and other applicable deductions, Termination to the extent not theretofore paid; (2) any bonus earned during the prior calendar year but not yet paid to Executive; (3) any accrued but unused vacation in accordance with the Company’s regular payroll practices policies; (4) any incurred but unreimbursed business expenses in accordance with Company policy; (5) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon, in each case, subject to the terms and conditions of the deferral plan or agreement); and (6) any Retention Bonus (or portion thereof) due pursuant to Section 4(d) hereof and paid at such time as provided in such section (the amounts and benefits described in (1)-(6) above shall be hereinafter referred to as the “Accrued Obligations”). In addition, subject to Section 15 hereof, the Company shall pay the Executive within thirty (30) days of the Date of Termination, the product of (x) the full target annual bonus with respect to the calendar year in which the Date of Termination occurs (the “Relevant Calendar Year”) and (y) a fraction, the numerator of which is the number of days in the Relevant Calendar Year that have elapsed as of the Date of Termination and the denominator of which is 365 (the “Pro Rata Bonus”); (ii) subject to Section 15 hereof, within thirty (30) days after the Date of Termination, the Company shall pay to the Executive a cash lump sum equal to his Annual Base Salary then in effect (disregarding any reductions thereof that formed the basis of the Executive’s termination for Good Reason); provided that, if the Executive’s termination is In Contemplation (as defined below) of, or within two (2) years after, a Change of Control, then the Executive shall be entitled to payment in the amount of two (2) times his Annual Base Salary then in effect. For purposes of this Agreement, a termination of employment “In Contemplation” of a Change in Control shall mean a termination of employment by the Company other than for Cause or Disability or by the Executive for Good Reason within the period ending on a Change of Control and commencing ninety (90) days prior to (1) the execution of an agreement, which if consummated would result in a Change of Control; provided that a Change of Control, whether as a result of that agreement or otherwise, occurs within six (6) months of the execution of such agree- ment or (2) the commencement of a tender offer or its equivalent and a Change of Control occurs within six (6) months thereafter, whether as a result of the tender offer or otherwise; (iii) subject to Section 15 hereof, within thirty (30) days after the Date of Termination, the Company shall pay to the Executive a cash lump sum equal to the Executive’s target annual bonus for the year of termination; provided that, if the Executive’s termination is In Contemplation of, or within two (2) years after, a Change of Control, the Executive shall be entitled to payment in the amount of two (2) times his target annual bonus for the year of termination; (iv) subject to Section 15 hereof, the Company shall pay to the Executive when amounts are otherwise due, an amount equal to each of the Executive’s long-term incentive plan awards made pursuant to Section 4(c) hereof based on the extent of actual achievement of the goals at the end of the relevant performance period, multiplied by a fraction, the numerator of which is the number of days the Executive was employed between, and including, the date of such award and the Date of Termination and the denominator of which is 1095; (v) subject to Section 15 hereof, the Company shall continue to provide the Executive with the Benefits provided to the Executive immediately prior to the Date of Termination for a period of twelve (12) months commencing following the Date of Termination (or twenty-four (24) months in the event of a termination In Contemplation of, or within two (2) years after, a Change of Control); provided that, to the extent that the Company is unable to continue such Benefits because of underwriting on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving plan term or if such amountscontinuation would violate Code Section 105(h); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay provide the Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based with economically equivalent benefits determined on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan an after-tax basis (to the extent permitted under applicable law and such benefit was non-taxable) to the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage Benefits otherwise receivable by the Company under Executive pursuant to this Section 3.3 section shall immediately ceasebe reduced to the extent benefits of the same type are received by the Executive during the Executive’s period of extended coverage; and 3.4. (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide, subject to Section 15 hereof, to the Executive any earned but unpaid bonus for other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any prior completed bonus year plan, program, policy or practice or contract or agreement of the Company, as well as any other amounts or rights that become due under Sections 4(k), 4(l), 13, 14 and 15 of this Agreement, (such other amounts and benefits shall be payable when otherwise paid hereinafter referred to other Company executivesas the “Other Benefits”).

Severance Benefits. Subject to Section 4 hereof, if (1i) If the Executive’s employment is involuntarily terminated by pursuant to any of the Company without Cause Paragraphs set forth in Section 3.1 hereof, then the Executive (and such termination does not arise or his legal representative, as a result of Executive’s death or Disability), or (2applicable) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to receive the following: 3.1benefits which the Executive has accrued or earned or which have become payable under the Plans as of the Termination Date, but which have not yet been paid to the Executive. the Company Payment of any such benefits shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, be made in accordance with the Companyterms of such Plans. (ii) If the Executive’s regular payroll practices employment is terminated pursuant to Paragraph (e) or (f) in Section 3.1 hereof, and if the Executive is eligible for and timely elects continuation coverage pursuant to Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended, Section 4980B of the Code or similar state continuation coverage law (together, “COBRA”) under any insured or self-insured medical, dental or vision plan maintained by the Company (other than any health and/or dependent care flexible spending account plan or employee assistance plan), then, for a period of twelve (12) months commencing following the Termination Date, or until the Executive is no longer eligible for COBRA coverage under the particular plan, the Company will reimburse the Executive, on a taxable basis, for the cost of such COBRA coverage less the amount that the Executive would be required to contribute toward health coverage if he had remained an active employee of the Company. Such reimbursement payments will commence on the first payroll date of the month following the effectiveness Termination Date and will be paid on the first payroll date of the General Release (provided, that, each subsequent month. The Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus entitled to reimbursement for the portion cost of any COBRA coverage elected separately by his current or former spouse or dependent child. Notwithstanding the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985foregoing, as amended (“COBRA”) continued participation in the Company’s group health event that any such plan (is fully insured, any such reimbursement requirement shall apply only to the extent permitted by the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Health Care Law”). Any portion of the continued or replacement welfare benefits coverage provided for under applicable law and the terms of such planthis Section 3.3(c)(ii) which covers Executive (and Executive’s eligible dependents) for constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) a period the expenses eligible for reimbursement or the amount of twelve in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (12except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) months following Executive’s termination of employment, which shall be paid for by the Company and Code); (ii) a subsequent period the reimbursement of six (6) months following such initial twelve (12) month period which an eligible expense shall be paid for by Executive but made no later than the end of the year after the year in which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverageexpense was incurred; and provided, further, that in (iii) the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 right to reimbursement or in-kind benefits shall immediately cease; and 3.4. any earned but unpaid bonus not be subject to liquidation or exchange for any prior completed bonus year shall be payable when otherwise paid to other Company executivesanother benefit.

Severance Benefits. Subject to Section 4 hereof, if (1) Executive’s employment is involuntarily terminated Upon any termination by the Company without Cause (and such termination does not arise as a result of Executivethe Employee’s death or Disabilityemployment pursuant to Section 6.1(e), or (2upon any termination by the Employee of the Employee’s employment pursuant to Section 6.1(f) Executive voluntary resigns with Good Reasonand, thenin any event, subject to Executive executing the Employee’s execution and delivering delivery to the Company (without revocation) of a valid general release in form and substance satisfactory to the Company in its sole discretion within the time period specified in such release, and such release having become effective in accordance with these terms, which form of release shall exclude claims in for indemnification under the form attached hereto Company’s Articles of Incorporation, by-laws or similar policy, plan or agreement relating to the indemnification of officers, claims under the Stockholders Agreement dated as Exhibit A (the “General Release”) no later than 21 days following such termination of employment October 11, 2012, by and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) among Holdings and the General Release (providedshareholders of Holdings, thatas the same may be amended, modified, supplemented or replaced from time to time and claims for vested tax-qualified retirement benefits, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled pay to the following: 3.1. Employee on the Company shall continue last day of each of the twelve months following the month in which such termination occurred a severance payment in an amount equal to pay to Executive Executive’s one-twelfth (1/12) of his Annual Base Salary, less withholding Salary then in effect on the date of all applicable taxes and other applicable deductions, in accordance termination (with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date payment made following the effectiveness of the General Release (release referenced above to include payment for any month following the month in which the termination occurred that has then elapsed); provided, thathowever, Executive that the amount payable by the Company to the Employee pursuant to the foregoing shall not be treated as an employee while receiving reduced by any amounts paid to the Employee during such amounts); 3.2severance period pursuant to other employment. if Notwithstanding the foregoing, upon termination date occurs on or after the first day of the third quarter of Employee pursuant to Section 6.1(e) or 6.1(f), each month during the fiscal year when twelve months following any such termination date occurstermination, the Company shall is not obligated to pay Executive a prorated annual bonus for any severance payments to the portion Employee if the Employee violates Sections 3-5 of this Agreement. Upon termination of the fiscal year worked prior Employee pursuant to termination Section 6.1(e) or 6.1(f), if the Employee elects continuation of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act Company’s medical and/or dental benefits in accordance with Part 6 of 1985, as amended Title I of ERISA (“COBRA”) continued participation in which the Company’s group health plan (to Employee and his dependents were properly participating on the extent permitted under applicable law and the terms date of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of from employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) will pay, during the first twelve months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage continuation coverage, an amount sufficient so the Employee is responsible for paying only the portion of the premium for such six (6) month period will coverage that Employee would be required to pay if the same as Executive would have paid had Executive remained an employee and an active participant in Employee was then employed with the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesCompany.

Severance Benefits. Subject (a) In the event of the termination of Employee’s employment, for any reason, Employee shall be entitled to Section 4 hereof, if any Accrued Obligations (1as defined herein). (b) ExecutiveIn the event that Employer terminates Employee’s employment is involuntarily terminated by the Company after March 31, 2013 without Cause (and such termination does not arise as a result of Executive’s death or Disability)Cause, or (2) Executive voluntary Employee resigns after that date with Good Reason, then, subject to Executive executing Sections 10(e)-(i) and delivering Section 14, (i) Employee shall be entitled to severance pay equal to up to twenty-four (24) months’ salary at the rate of salary in effect on the date his employment with Employer terminates, except to the Company (without revocation) a valid release extent of claims any increases in the form attached hereto amount of base salary at the Effective Date which are excluded from the calculation of severance benefits as Exhibit A provided at Section 4(b) above, provided that the total amount of such severance shall not exceed the amount of base salary multiplied by the months then remaining for the balance of the term then in effect under the Agreement (ii) the “General Release”) no later than 21 days Initial Grant, to the extent not theretofore fully vested, shall become fully vested and immediately exercisable in accordance with its terms, provided that the Initial Grant must be exercised on or before the 90th day following such the termination of employment and Executive’s compliance any unexercised portion thereof shall lapse and be forfeited after such date, and (iii) in all material respects with Executive’s covenants and obligations contained the event the Employee is not theretofore fully vested in this Agreementthe restricted shares provided under Section 4(a) as a signing bonus, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive Employee shall be entitled to the following:be appointed as an advisor of Employer and shall be permitted to continue serving in that capacity until all such restricted shares have vested in full. 3.1. the Company shall continue (c) Subject to Section 14, any severance pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, be paid pursuant to Section 10(b) shall be paid in accordance with the Company’s regular payroll practices for a period of twelve (12) months 24 equal monthly installments commencing on the first payroll business day coincident with or next following the sixtieth (60th) calendar date following Employee’s termination of employment. (d) In the effectiveness event of Employee’s death within 24 months of termination for any reason, all remaining eligible benefits under this section shall be paid to Employee’s designated beneficiary as noted in Section 5(b) of this Agreement. (e) Any severance pay to be paid pursuant to Section 10(b) is subject to and conditioned upon Employee signing and delivering (and not revoking) to Employer a general release and waiver (in a form reasonably acceptable to Employer), waiving all claims the Employee may have against Employer, its parents, subsidiaries, successors, assigns, affiliates, and their respective executives, officers and directors relating to Employee’s employment with Employer. (f) The payment of the General Release severance pay under Section 10(b) is conditioned upon the Employee’s compliance with the non-solicitation and nondisclosure requirements set forth in Sections 11 and 12 hereof. (providedg) Notwithstanding any other provision of this Agreement to the contrary, thatif payments under this Agreement, Executive shall not together with any other payments received or to be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day received by Employee in connection with a “change in control” (for purposes of Section 280G of the third quarter Internal Revenue Code of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 19851986, as amended (the “COBRACode”)) continued participation in would cause any amount to be nondeductible for federal income tax purposes pursuant to Section 280G of the Company’s group health plan Code, then benefits under this Agreement shall be reduced (but not less than zero) to the extent permitted under applicable law and necessary so as to maximize payments to Employee without causing any amount to become nondeductible. Employee shall determine the terms allocation of such planreduction among payments to Employee. (h) which covers Executive (Notwithstanding any other provision of this Agreement to the contrary, any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and Executive’s eligible dependentsconditioned upon their compliance with 12 U.S.C. § 1828(k) for and any regulations promulgated thereunder, including 12 C.F.R. Part 359. (i) a period For purposes of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.Agreement:

Severance Benefits. Subject If Executive is entitled to Section 4 hereofseverance benefits pursuant to paragraph 2, if Executive shall be paid the following by the Entity (Company): (a) All amounts earned or accrued by Executive through the Termination Date but not paid as of the Termination Date, including base salary or compensation, reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, vacation pay and sick leave; and (b) A pro rata bonus for the Company’s current fiscal year in an amount equal to (1) the average of the annual bonus accrued on behalf of the Executive during the Company’s three (3) full fiscal years ended prior to the Effective Date, multiplied by (2) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date and the denominator of which is 365; and (c) The Entity shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment, an amount (the “Severance Amount”) in cash equal to 2.99 times the sum of (1) the Executive’s employment base salary at the highest rate in effect at any time within one hundred eighty (180) days prior to the Effective Date, and (2) the average of the annual bonus accrued on behalf of the Executive during the three (3) full fiscal years ended prior to the Effective Date; and (d) For thirty six (36) months following the Termination Date, the Entity shall at its expense continue on behalf of the Executive and his dependents and beneficiaries the life insurance, disability, medical, prescription, dental and hospitalization benefits provided to the Executive at any time during the ninety (90) day period prior to the Effective Date. The Entity’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such specified benefits pursuant to a subsequent employer’s benefit plans, in which case the Entity may reduce the coverage of any such specified benefits it is involuntarily terminated required to provide the Executive under this subparagraph (d) if the Executive is enrolled in a subsequent employer’s benefit plan for such specified benefit without any pre-existing condition restriction or limitation; and (e) All restrictions on any outstanding incentive awards (including restricted stock and performance shares) granted to the Executive under the Company’s 1992 Performance Incentive Plan, the 1998 Performance Incentive Plan or the 2001 Stock Option and Incentive Plan, or any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, and all stock options and stock appreciation rights granted to the Executive under the Company’s 1992 Performance Incentive Plan, the 1998 Performance Incentive Plan or the 2001 Stock Option and Incentive Plan, or any other incentive plan or arrangement shall become immediately exercisable and shall become 100% vested. The Executive shall have the right to require the Company to purchase, for cash, any shares purchased by the Executive upon the exercise of any such stock options, at a price equal to the fair market value of such shares on the date of purchase by the Company. Notwithstanding the foregoing, the total amount of all payments of cash or property in the nature of compensation contingent on a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the Company’s assets, including, without Cause (limitation, the benefits provided pursuant to this paragraph 3 and such termination does not arise payments relating to any stock options or restricted stock that vest as a result of Executive’s death or Disability)a Change in Control, shall not exceed the maximum amount that may be paid to Executive and not be deemed a “parachute payment” resulting in an excise tax to Executive and a loss of compensation deduction to the Company, all within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. If the benefits otherwise provided pursuant to this paragraph 3 or otherwise would result in Executive receiving such a “parachute payment”, they shall be reduced (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”order set forth above) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not until they are $1.00 less than 30 days to cure, if curable), the amount that would result in Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2a “parachute payment”. if Notwithstanding the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occursforegoing, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that any benefits provided pursuant to paragraph 3 or otherwise are reduced because they are deemed a “parachute payment” which would have resulted in the excise tax and loss of compensation deduction, and subsequently it is determined that such benefits would not constitute such a “parachute payment,” then the Entity shall promptly pay to Executive obtains the amount by which any such benefit had been so previously reduced but as to which the determination was subsequently made that the amount of such benefit would not constitute such a “parachute payment”. The Severance Amount and other employment that offers comparable group health benefitsbenefits provided in paragraphs 3(a), 3(b), and 3(e) shall be paid to Executive in an undiscounted lump sum within thirty (30) days after the Termination Date. Within ten (10) days after the Termination Date, Executive may send a written notice to the Entity requesting that, in lieu of payment of the benefits in paragraph 3(d) for the thirty-six (36) month period following the Termination Date, the Executive would elect to receive (in fulfillment and full satisfaction of the Entity’s obligation to provide the benefits under paragraph 3(d)), a lump sum amount equal to the Entity’s current monthly cost of providing all such continuation of coverage benefits multiplied by thirty-six (36) and discounted to present value based upon a discount rate equal to the Company then Wall Street Journal prime rate; if Executive sends such notice within the ten (10) day period after the Termination Date, the discounted lump sum payment for such benefits shall be paid within thirty (30) days after the Termination Date. The Entity may withhold from all payments under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall Agreement all federal, state, city and other taxes if such payments would be payable when otherwise paid taxable income to other Company executivesthe Executive and to the extent such taxes are permitted to be withheld by applicable law.

Severance Benefits. Subject to Section 4 hereofa. If, if (1) Executive’s at any time, Bioventus terminates your employment is involuntarily terminated by the Company without Cause (and such termination does not arise other than as a result of Executive’s your death or Disability), disability) or (2) Executive voluntary resigns with you terminate your employment for Good Reason, then, subject to Executive executing Section 6(c) and delivering to Section 7, you shall receive the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A following severance benefits (the “General ReleaseSeverance Benefits”): (i) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing (of your Annual Base Salary in effect on the first payroll effective date following of termination (the effectiveness of “Termination Date”), less applicable taxes and withholdings, payable in equal installments over the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which immediately following the Termination Date (the “Severance Period”) in accordance with Bioventus’ regular payroll practices in effect as of the Termination Date; (ii) one hundred percent (100%) of your target Annual Bonus, less applicable taxes and withholdings, payable in equal installments over the Severance Period in accordance with Bioventus’ regular payroll practices in effect as of the Termination Date; (iii) if you timely elect continued coverage under federal COBRA laws or comparable state insurance laws (“COBRA”), then Bioventus shall be paid pay the COBRA premiums necessary to continue your medical and dental insurance coverage in effect for by Executive but which will be subsidized by yourself and your eligible dependents during the Company Severance Period (such provided that Executive’s cost of such COBRA coverage for reimbursement shall terminate on such six (6) month period will be the same earlier date as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains you are no longer eligible for COBRA coveragecoverage or you become eligible for group health insurance benefits through a new employer). b. If, during the two-year period immediately following a Change in Control, Bioventus terminates your employment without Cause (other than as a result of your death or disability) or you terminate your employment for Good Reason, then, subject to Section 6(c) and Section 7, you shall receive the following severance benefits (the “CIC Severance Benefits”): (i) eighteen (18) months of your Annual Base Salary in effect on the Termination Date, less applicable taxes and withholdings, payable in a lump sum payment on the first payroll date on or following the 60th day after the Termination Date (the “CIC Severance Payment Date”); (ii) one hundred fifty percent (150%) of your target Annual Bonus, less applicable taxes and withholdings, payable in a lump sum on the CIC Severance Payment Date; (iii) a lump sum payment equal to eighteen (18) months of COBRA premium payments (determined as of the Terminate Date) for your medical and dental insurance coverage in effect for yourself and your eligible dependents as of the Termination Date, less applicable taxes and withholding, payable on the CIC Severance Payment Date; and provided(iv) full acceleration of all of your outstanding equity awards as of the Termination Date. c. Your receipt of the Severance Benefits or CIC Severance Benefits, furtheras applicable, that is conditional upon (a) your continuing to comply with your obligations under your Restrictive Covenant Agreement; and (b) your executing and delivering an effective, general release of all known and unknown claims in favor of Bioventus, in Bioventus’ customary form (a “Release”) within 45 days following the event that Executive obtains Termination Date (and not revoking the Release). d. The provisions of this Agreement shall supersede in their entirety any severance payment or benefit obligations to you pursuant to the provisions in any severance plan, policy, program or other employment that offers comparable group health benefits, such continuation of coverage arrangement maintained by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesBioventus.

Severance Benefits. Subject The following language is added to the end of Section 4 hereof4.a of the Agreement: "Notwithstanding the preceding provisions, if (1) Executive’s employment is involuntarily terminated by in the Company without Cause (and such termination does not arise event that Change in Control occurs as a result of Executive’s death or Disability)the closing of the Merger Agreement, or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims amounts payable under this Section 4.a. shall be paid in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period grant of twelve (12) months following Executive’s termination the maximum number of employmentshares of Company's common stock permitted to be awarded to Executive as an Other Stock-Based Award under the terms of section 11 of Company's 2004 Equity Incentive Plan, which shall as amended, but in no event to exceed, in terms of the fair market value as of the date of such grant, the amounts required to be paid for by the Company under this Section 4.a ('Severance Stock Award'), and (ii) a subsequent period single lump sum payment equal to the excess of six amounts required to be paid under this Section 4.a over the fair market value of the Severance Stock Award as of the date of grant of such award (6) months 'Severance Cash Award'). Notwithstanding the foregoing, if the Severance Stock Award is payable following such initial twelve the Effective Time (12) month period which as defined in the Merger Agreement), Symmetry Surgical shall pay to the Executive, in lieu of the Severance Stock Award and the Severance Cash Award, an amount in cash equal to the amounts required to be paid under this Section 4.a (the "Post-Closing Payment"). The Severance Stock Award, the Severance Cash Award and the Post-Closing Payment, as applicable, shall be paid within sixty (60) days of the date of the Qualifying Termination. Notwithstanding the preceding provisions of this Section 4.a, if for by any reason the Acquisition is not consummated, or the Merger Agreement is terminated or expires without the Acquisition having been completed, or Executive but which will and Symmetry Surgical fail to enter into a binding employment agreement as of the effective time of the Acquisition, then (I) the Severance Benefits shall cease to be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant payable in the group health plan); provided that Executive is eligible form of Company common stock and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise fully paid to other Company executivesin cash, and (II) any Severance Stock Awards previously granted hereunder shall be immediately forfeited."

Severance Benefits. Subject to Section 4 hereof, if (1) ExecutiveIf Employee’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), any subsidiary thereof or (2) Executive voluntary resigns with Good Reason, then, successor thereto shall be subject to Executive executing and delivering an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then Employee shall be entitled to receive, as additional compensation for services rendered to the Company (without revocationincluding its subsidiaries), the following severance benefits: (a) a valid release A lump sum cash payment in an amount equal to Employee’s Severance Amount. (b) Effective as of claims the date of Involuntary Termination, Employee shall become fully vested in all outstanding Incentive Awards that had not previously vested or otherwise become exercisable as of such date due to restrictions or other provisions contained in the form attached hereto as Exhibit A document granting such Incentive Award, such restrictions or other provisions in such document notwithstanding. (c) Employee and, if applicable, his or her eligible dependents who are covered under the Company’s medical, dental or vision plans (collectively, the “General ReleaseCompany Group Health Plans”) no later than 21 days following such termination as of employment and Executivethe date on which Employee’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive Involuntary Termination occurs shall be entitled to the following: 3.1. elect to continue coverage under the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, Group Health Plans in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness section 4980B of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2Code and sections 601-607 et seq. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Employee Retirement Income Security Act of 19851974, as amended (“COBRA”), or similar provisions of applicable state continuation coverage laws. If and to the extent that Employee and/or his or her eligible dependents elect COBRA coverage then, during the Continuation Period (defined below), Employee and, if applicable, his or her covered dependents shall be required to pay the active employee rates applicable to similarly situated active employees for the applicable type and level of coverage under the applicable Company Group Health Plans (the “Employee Contribution”) continued participation in and the CompanyCompany shall pay the remainder of any required premium for the Continuation Period. For purposes of this Agreement, the “Continuation Period” shall be the period commencing on the date of Employee’s Involuntary Termination and ending on the earliest to occur of (i) the expiration of eighteen months after Employee’s Involuntary Termination (or any additional period required pursuant to applicable federal or state law), (ii) the date Employee or, if applicable, his or her covered dependents, is eligible for medical, dental or vision coverage, as applicable, under another employer-provided group health plan (with Employee being obligated hereunder to report such eligibility to the Company within 30 days and certify eligibility for payments hereunder promptly upon request of the Company), or (iii) the date on which COBRA coverage (or applicable state continuation coverage, if applicable) terminates. The amount and due dates for such payment shall be communicated to Employee and, if applicable, his or her eligible dependents within 44 days of the date of Employee’s Involuntary Termination. The foregoing is intended to reflect financial agreements between Employee and the Company and shall not be construed to limit Employee’s rights under COBRA. The Continuation Period shall run concurrently with the required COBRA continuation coverage period (and any period of state continuation coverage required by applicable law) and shall not extend any person’s COBRA continuation coverage period (or period of state continuation coverage). (d) If the Continuation Period expires pursuant to Section 3(c)(i) above, then following the expiration of the Continuation Period, if and to the extent permitted that Employee, and, where applicable, Employee’s covered dependents were covered by the Company Group Health Plans immediately prior to termination of the Continuation Period and are not eligible for medical, dental or vision coverage, as applicable, under applicable law another employer-provided group health plan, Employee shall be entitled to receive a cash lump sum payment equal to eighteen times the monthly amount, if any, that the Company or its successor (or any parent or affiliate of the Company or its successor), as applicable, pays to subsidize employee medical, dental or vision coverage, as applicable, for similarly situated active employees and their dependents for the terms type and level of coverage that was being provided to Employee and his or her covered dependents, if applicable, under the Company Group Health Plans (as COBRA coverage) immediately prior to the end of the Continuation Period (the “Company Subsidy Amount”) based on the Company subsidy rates in effect in the month immediately prior to the expiration of the Continuation Period. Payment of such planCompany Subsidy Amount shall be made within 30 days of the expiration of the Continuation Period. (e) which covers Executive (In lieu of any Company-provided continued life insurance or accidental death and Executivedismemberment coverage following Employee’s eligible dependentsInvoluntary Termination, Employee shall receive a payment of $2,000. The payment required under this Paragraph 3(e) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid in a lump sum within 15 days following Employee’s Involuntary Termination. (f) Employee shall be entitled to receive reimbursement for by out-placement services incurred before the Company and (ii) end of the second calendar year following Employee’s Involuntary Termination in connection with obtaining new employment up to a subsequent period maximum cost of six (6) months following such initial twelve (12) month period which $6,000, if Employee is seeking new employment. Such reimbursement shall be paid within 90 days of the Company’s receipt of Employee’s request for by Executive but which reimbursement including any required documentation of expenses. (g) The severance benefits payable under this agreement shall be paid to the Employee on or before the fifth day after the last day of Employee’s employment with the Company. Any severance benefits paid pursuant to this paragraph will be subsidized by deemed to be a severance payment and not compensation for the Company (such that Executivepurposes of determining benefits under the Company’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee qualified plans and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid subject to other Company executivesany required tax withholding.

Severance Benefits. Subject to Section 4 hereof, if (1a) Executive’s employment is involuntarily terminated by In the Company event Noble terminates the Executive without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with terminates his employment for Good Reason, then, subject to Executive executing and delivering to during the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation Change in the Company’s group health plan (to the extent permitted under applicable law Control and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of ending twelve (12) months following such Change in Control, and subject to Executive executing within thirty (30) days following such termination of employment, and not subsequently revoking, a general release of all claims arising under the Employment Agreement or otherwise related to Executive’s employment by Noble, which release shall be in a form to be provided by Noble, and subject to Executive abiding in all material respects by his obligations under this Agreement, Noble will provide Executive with the following payments: (i) A cash amount equal to twelve (12) months of Salary (as defined in the Employment Agreement) as of the date of Executive’s termination of employment, less taxes and withholdings, which amount shall be paid for by in accordance with the Company and (ii) a subsequent period normal payroll practices of six (6) months following such initial Noble over the twelve (12) month period which following the date of Executive’s termination of employment (the “Salary Continuation”). Notwithstanding anything in the foregoing to the contrary, if the Executive terminates his employment for Good Reason under Section 1(e)(2), then the Salary Continuation shall be paid for by calculated using the Salary (as defined in the Employment Agreement) that Executive but which will be subsidized by was entitled to receive immediately prior to the Company Change in Control. (such ii) A cash amount equal to (A) the bonus that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid been eligible to receive pursuant to Section 3(b) of the Employment Agreement, for the performance period in which Executive incurs a termination from employment, had the Executive remained an employee employed with Noble until the January 1 following the date of his termination of employment, or such other date the Board may have required under Section 3(b) of the Employment Agreement, multiplied by (2) a fraction, the numerator of which is the number of days that the Executive had been employed with Noble during the performance period in which Executive incurs a termination of employment, and an active participant the denominator of which is the total number of days in such performance period (the “Prorated Bonus”). For the avoidance of doubt, the Prorated Bonus shall be calculated based on the performance of Noble for the entirety of the performance period in which the Executive incurs a termination of employment, as such performance is determined by the Board in its sole discretion, which determination shall be made when the Board determines the bonuses payable to other executive officers of Noble for the same performance period. (iii) Reimbursement (or direct payment to the carrier), for twelve (12) months following the Executive’s termination of employment (the “Continuation Period”), for a portion of the premium costs incurred by Executive (and his spouse and dependents, where applicable) to obtain COBRA coverage pursuant to one of the group health planplans sponsored by Noble (or a Noble Company); provided that , which reimbursement (or direct payment) shall equal the premium costs incurred by Noble (or a Noble Company, if applicable), for the Continuation Period, on behalf of a similarly-situated employee, to obtain coverage under the same group health plan sponsored by Noble (or a Noble Company, if applicable) (the “Health Care Continuation”). Notwithstanding anything in the foregoing to the contrary, (X) Executive shall be entitled to receive the Health Care Continuation only if Executive is eligible participating in a group health plan sponsored by Noble (or a Noble Company) as of the date on which Executive incurs a termination of employment, and remains eligible (Y) the Executive shall be responsible, during the Continuation Period, for premium costs for COBRA coverage in excess of the Health Care Continuation, and the Executive shall be responsible, after the Continuation Period, for all premium costs for COBRA coverage; and provided, further, that in if the event that Executive obtains other employment that offers comparable group health benefits, continues to elect such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesCOBRA coverage.

Severance Benefits. Subject to Section 4 hereof, if (1) Unless Executive’s employment is involuntarily terminated for Cause or by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement Disability (as defined below) and the General Release (provided), that, if the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the followingterminates Executive’s employment: 3.1. (a) The Company, in an attempt to ease Executive’s transition, and upon receipt of a mutually satisfactory release of potential claims against the Company Company, shall pay Executive all compensation due and owing through the last day actually worked, and shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular then effective payroll practices practices, Executive’s then effective base salary (but not any employee benefits), less applicable withholding, for a period of twelve three (123) months commencing on years from the first payroll date the employment relationship with the Company terminates (the “Termination Date”); provided, however, that such payments by the Company shall be offset, during the third year following the effectiveness of Termination Date, by income paid to Executive by another employer other than the General Release (providedCompany, that, which income Executive shall promptly report to the Company. For the avoidance of doubt, for purposes of this Section 1(a), base salary shall not be treated as an employee while receiving such amounts);include any perquisites or similar benefits provided to Executive prior to the Termination Date, including, without limitation, any automobile allowance, club membership or right to use aircraft otherwise provided by the Company for the use by the Company’s executives. 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs(b) If Executive elects to convert her Company group health coverage under COBRA, the Company shall will pay Executive a prorated annual bonus for Executive’s COBRA premiums until the portion earlier of (1) the eighteenth (18th) month anniversary of the fiscal year worked prior Termination Date or (2) Executive becomes covered by another employer’s group health plans. (c) All shares of restricted stock granted to Executive, all unexercised options to purchase Company common stock and any other equity awards of the Company, in each case that are unvested at the time of such termination of employment based on actual performance achieved of Executive, shall become, immediately prior to the Termination Date, fully vested and, as applicable, exercisable. (d) The payments and benefits described in this Section 1 shall be conditioned upon Executive’s continued compliance with the material obligations described in this Agreement. Should Executive violate any such obligations, as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which in good faith, all further payment obligations shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.

Severance Benefits. Subject In the event that the Executive becomes entitled to receive severance benefits, as provided in Section 4 hereof, if (1) Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that2.2 herein, the Company shall pay and provide the Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the followingfollowing “Severance Benefits”: 3.1. (1) Starting within 35 days after the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding Date of all applicable taxes Termination and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on after the first payroll date following the effectiveness Date of Termination, one-twelfth (1/12th) of the General Release Executive’s then current base salary per month, less any taxes and withholding as may be necessary pursuant to law, to be paid in accordance with the Company’s normal payroll practices, but in no event less frequently than monthly. (provided2) A pro rata portion of any annual bonus that Executive would have been entitled to receive with respect to the fiscal year of termination had his employment had not been terminated, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if based upon the termination date occurs on or after the first day of the third quarter percentage of the fiscal year when such termination that shall have elapsed through the date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which . Such bonus shall be paid for at the same time it would have been paid had the Executive’s employment not been terminated. As a condition to receiving payments contemplated by this Article 2.3, within 30 days after the effective date of such termination, Executive shall execute and deliver, and not have revoked, a separation agreement and general release in the form attached hereto as Exhibit B (including, but not limited to, all matters relating to his employment with the Company) in favor of the Company and (ii) a subsequent period of six (6) months following its affiliates in such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by form as the Company (such that Executive’s cost shall reasonably request. The Severance Benefits shall terminate immediately upon the Executive violating any of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in provisions of Article III of this Agreement. Notwithstanding anything herein to the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and providedcontrary, further, that in the event that such 30-day period falls into two (2) calendar years, the payments contemplated in this Article 1.3 shall not commence until the second calendar year and within the above-referenced 30-day period. The Severance Benefits shall terminate immediately upon the Executive obtains other employment that offers comparable group health benefits, such continuation violating any of coverage by the Company under provisions of Article III of this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesAgreement.

Severance Benefits. Subject to Section 4 hereof, if (1a) In the event that the Bank shall terminate the Executive’s 's employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability)other than Termination for Cause, or (2) the Executive voluntary resigns with shall terminate his employment for Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) within 12 months following a valid release of claims Change in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this AgreementControl, the Restricted Activities Agreement Bank shall (as defined belowi) and pay the General Release Executive his salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given, at the time such payments are due; (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall ii) continue to pay to Executive Executive’s Annual Base Salarypay, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) 12 months commencing on the first payroll date following the effectiveness Date of Termination, for the life, health and disability coverage that is in effect with respect to the Executive and his eligible dependents at the time the Notice of Termination is given; and (iii) pay to the Executive in a lump sum in cash, within 25 days after the later of the General Release date of such Change in Control or the Date of Termination, an amount equal to 100% of the Executive's "base amount" as determined under Section 280G of the Code, less the aggregate present value of the payments or benefits, if any, in the nature of compensation for the benefit of the Executive, arising under any other plans or arrangements (providedi.e., thatnot this Agreement) between the Company or any of the Consolidated Subsidiaries and the Executive, which constitute "parachute payments" under Section 280G of the Code. Notwithstanding any other provision of this Agreement, if payments and the value of benefits received or to be received under this Agreement, together with any other amounts and the value of benefits received or to be received by the Executive, would cause any amount to be nondeductible by the Company or any of the Consolidated Subsidiaries for federal income tax purposes pursuant to or by reason of Section 280G of the Code, then payments and benefits under this Agreement shall be reduced (not less than zero) to the extent necessary so as to maximize amounts and the value of benefits to be received by the Executive without causing any amount to become nondeductible pursuant to or by reason of Section 280G of the Code. The Executive shall determine the allocation of such reduction among payments and benefits to the Executive. (b) The Executive shall not be treated required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by the Executive as an employee while receiving such amounts); 3.2. if the termination date occurs on or result of employment by another employer, by retirement benefits after the first day Date of Termination or otherwise. This Agreement shall not be construed as providing the Executive any right to be retained in the employ of the third quarter Bank or any affiliate of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesBank.

Severance Benefits. Subject to Section 4 hereofProvided that Executive accepts and executes this Agreement, complies with its terms, is not terminated for Cause, and executes and does not revoke the Supplemental Release within forty-five (45) days of the Separation Date (or, if (1) earlier, the date the Company terminates the Executive’s employment is involuntarily terminated by without Cause), the Company without Cause (will provide Executive with the following payments and such termination does not arise benefits: a) a lump sum payment in a total gross amount calculated as a result pro rata portion of Executive’s death or Disability)Target Bonus for 2026 through the Separation Date, or paid (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering Section 20) on the sixtieth (60th) day after the Separation Date (or, if earlier, the date the Company terminates the Executive’s employment without Cause); b) the Company shall cause each outstanding award under the Plan that vests based solely on continued service to the Company and that is held by Executive on the Separation Date (without revocation) a valid release of claims in or, if earlier, the form attached hereto as Exhibit A (date the “General Release”) no later than 21 days following such termination of employment and Company terminates the Executive’s compliance in all material respects with employment without Cause) to become fully vested upon the Effective Date of the Supplemental Release, whereas Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the outstanding equity awards that vest based upon Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall performance will not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occursfully vested and/or accelerated, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to but instead will be treated as though Executive’s termination of employment on the Separation Date (or, if earlier, the date the Company terminates the Executive’s employment without Cause) constitutes a “Qualifying Termination” (as defined in the applicable award agreements), such that those performance-based on actual performance achieved awards shall remain eligible to vest in accordance with their terms; for the avoidance of doubt, except as determined as expressly set forth herein, Executive’s outstanding equity awards otherwise remain subject to the terms and conditions of the end of such year payable when bonuses are generally paid Plan and the relevant award agreements; and c) if Executive timely elects to other Company executives; 3.3. subject to Executive’s timely election of continuation receive continued coverage under the Company’s group health care plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in ), Executive shall be responsible for paying the Company’s group health full costs of the applicable COBRA premium for COBRA coverage under such plan (as in effect or amended from time to time), and the Company will then reimburse Executive on a monthly basis, within ten (10) days after its receipt of sufficient documentation of payment by Executive of the applicable monthly premium (which documentation Executive shall submit to the extent permitted under applicable law and Company within ten (10) days after such payment by Executive), for a portion (the terms “COBRA Subsidy”) of such planapplicable COBRA premium payment(s) which covers paid by Executive for the period from the Separation Date (and or, if earlier, the date the Company terminates the Executive’s eligible dependentsemployment without Cause) for until (i) a period of twelve eighteen (1218) months following the Separation Date (or, if earlier, the date the Company terminates the Executive’s termination of employment, which employment without Cause) (such period referred to as the “COBRA Subsidy Period”). The COBRA Subsidy for a given month shall be paid for by an amount equal to the employer share of the premium that the Company otherwise would pay for such group health care plan coverage if Executive were an active employee as of such month. Executive shall be responsible for paying the full unsubsidized costs (without any COBRA Subsidy) of the applicable COBRA premium for any and all COBRA coverage after the COBRA Subsidy Period. Executive acknowledges that (i) all payments to him pursuant to this Agreement (and the Restricted Stock Award Agreement) shall be subject to all applicable taxes and withholdings and reported on a Form W-2 and (ii) a subsequent period except as otherwise set forth in Section 3 and Section 4 of six (6) months following such initial twelve (12) month period which shall be paid for by this Agreement, Executive but which will be subsidized by the Company (such that has no other rights to any payments or benefits in connection with Executive’s cost of such COBRA coverage for such six (6) month period will be separation from the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesCompany.

Severance Benefits. Subject to Section 4 hereof, if (1) Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this AgreementParagraph 5, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled receive the following Severance Benefits (in addition to the followingaccrued compensation and vested benefits) if eligible under Paragraph 3: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12a) months commencing on the first payroll date following the effectiveness of the General Release A lump sum cash amount (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid not later than thirty (30) days after the date of termination of employment) equal to Executive’s Average Base Salary, multiplied by two (2); (b) A lump sum cash amount (which shall be paid not later than thirty (30) days after the date of termination of employment) equal to the Executive’s Average Bonus, multiplied by two (2); (c) For the twenty-four (24) month period after the date the employment is terminated, the Corporation will arrange to provide to Executive at the Corporation’s expense, with: (i) Health care coverage equal to that in effect for Executive prior to the termination (or, if more favorable to Executive, that furnished generally to salaried employees of the Corporation), including, but not limited to, hospital, surgical, medical, dental, prescription and dependent coverages. Health care benefits otherwise receivable by Executive pursuant to this subparagraph 4(c) shall be reduced to the Company extent comparable benefits are actually received by Executive from a subsequent employer during the twenty-four (24) month period following the date the employment is terminated and any such benefits actually received by Executive shall be reported to the Corporation; (ii) Life and accidental death and dismemberment insurance coverage (including supplemental coverage purchase opportunity and double indemnity for accidental death) equal (including policy terms) to that in effect at the time Notice of Termination is given (or on the date the employment is terminated if no Notice of Termination is required) or, if more favorable to Executive, equal to that in effect at the date the Change of Control occurs; and (iii) Disability insurance coverage (including policy terms) equal to that in effect at the time Notice of Termination is given (or on the date employment is terminated if no Notice of Termination is required) or, if more favorable to Executive, equal to that in effect immediately prior to the Change of Control; provided, however, that no income replacement benefits will be payable under such disability policy with regard to the twenty-four (24) month period following a subsequent period termination of employment provided that the payments payable under subparagraphs 4(a) and (b) above have been made. (d) In computing and determining Severance Benefits under subparagraphs 4(a) through (c) above, a decrease in Executive’s salary, incentive bonus, or insurance benefits shall be disregarded if such decrease occurs within six (6) months following before a Change of Control, is in contemplation of such initial twelve (12) month period which Change of Control, and is taken to avoid the effect of this Agreement should such action be taken after such Change of Control; in such event, the salary, incentive bonus, and/or insurance benefits used to determine Average Base Salary, Average Bonus, and therefore Severance Benefits shall be paid that in effect immediately before the decrease that is disregarded pursuant to this subparagraph 4(d); (e) All previously awarded stock grants and stock options shall immediately vest and become fully exercisable. (f) Executive shall not be required to mitigate the amount of any payment provided for in this Paragraph 4 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Paragraph 4 be reduced by any compensation earned by Executive but which will be subsidized as the result of employment by another employer after the Company (such that Executive’s cost date the employment is terminated, or otherwise, with the exception of such COBRA a reduction in health insurance coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant provided in the group health plansubparagraph 4(c)(i); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.

Severance Benefits. Subject (a) In the event that Executive’s employment hereunder is terminated during the period beginning on and including the Effective Date and ending on or prior to the expiration of the Term by the Company without Cause or by Executive for Good Reason, then the Company, subject to Section 4 hereof6(g), if shall pay to Executive, as compensation for services rendered to the Company and its affiliated companies: (1) Executive’s employment is involuntarily terminated by Base Salary earned through the Company without Cause (and such termination does not arise as a result Date of Executive’s death or Disability)Termination, or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company extent not previously paid (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of but after giving effect to any such noncompliance and not less than 30 days amounts that would be deferred pursuant to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period deferred compensation plan); plus (i) Executive’s annual bonus earned with respect to the fiscal year immediately prior to the fiscal year in which the Date of twelve Termination occurs, to the extent not previously paid (12but after giving effect to any amounts that would be deferred pursuant to the Company’s deferred compensation plan), plus (ii) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, bonus that Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter would have been paid in respect of the fiscal year when such termination date occursin which the Date of Termination occurs had his employment not terminated, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination during which Executive was employed elapsed through the Date of employment Termination based on actual performance achieved as determined as (the “Pro Rata Bonus”); plus (3) a continued payment of his monthly Base Salary, at the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation rate in the Company’s group health plan (effect immediately prior to the extent permitted under applicable law and the terms Date of such plan) which covers Executive (and Executive’s eligible dependents) Termination, for (i) a period of twelve (12) months following the Date of Termination; provided that such payment period shall be for twenty-four (24) months following the Date of Termination if the Date of Termination is prior to January 1, 2020 (the “Severance Period”); plus (4) a lump sum payment equal to Executive’s termination Target Bonus; plus (5) reimbursement of employmentExecutive’s expenses pursuant to Section 4(d) and any accrued but unused vacation; plus (6) to the extent not already vested by their terms on or prior to such Date of Termination, which the Sign-On RSUs shall be paid for become immediately vested on such Date of Termination; plus (7) if applicable, outstanding and unvested equity awards not otherwise covered by Section 6(a)(6) shall vest in accordance with their applicable terms. (b) In the event that Executive’s employment hereunder is terminated during the period beginning on and including the Effective Date and ending on or prior to the expiration of the Term by the Company for Cause or by Executive for any reason other than Good Reason, including by reason of death or Disability, then the Company shall pay to Executive (or Executive’s executors, legal representatives or administrators in the event of Executive’s death), as compensation for services rendered to the Company and its affiliated companies: (1) Executive’s Base Salary earned through the Date of Termination or date of death, to the extent not previously paid (but after giving effect to any amounts that would be deferred pursuant to the Company’s deferred compensation plan); plus (2) in the event Executive’s employment is terminated by reason of death or Disability, (i) Executive’s annual bonus earned with respect to the fiscal year immediately prior to the fiscal year in which the Date of Termination occurs, to the extent not previously paid (but after giving effect to any amounts that would be deferred pursuant to the Company’s deferred compensation plan), plus (ii) a subsequent period Pro Rata Bonus; plus (3) reimbursement of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six expenses pursuant to Section 4(d) and any unused but accrued vacation; plus (64) month period will be the same as Executive would have paid had Executive remained an employee if applicable, outstanding and an active participant unvested equity awards shall vest in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesaccordance with their applicable terms.

Severance Benefits. Subject to Section 4 hereof, if (1) If the Executive’s employment is involuntarily terminated during the Term, other than (A) by the Company without for Cause (and such termination does not arise as a result defined below), (B) by reason of Executive’s death or DisabilityDisability (as defined below), or (2C) by the Executive, then the Company shall pay the Executive voluntary resigns with Good Reasonthe amounts, thenand provide the Executive the benefits, subject described in this Section 2.1, in addition to any payments and benefits to which the Executive executing and delivering is otherwise entitled, provided that the Executive shall have properly executed a release of all claims relating to the Executive’s employment, in a form acceptable to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”), and that the period for revocation of the Release shall have expired without the Release being revoked, within forty-five (45) no later than 21 days following such termination of employment and the Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement Date of Termination (as defined belowin Section 3). (A) and the General Release (provided, that, the Company shall provide Executive with written notice In lieu of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled further salary payments to the following: 3.1. Executive for periods subsequent to the Company shall continue Date of Termination and in lieu of any severance benefit otherwise payable to pay to Executive the Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay to the Executive a prorated lump sum severance payment, in cash, equal to one and one-half (1.5) times the sum of (i) the Executive’s base salary as in effect immediately prior to the Date of Termination, and (ii) the Executive’s target annual bonus for under any annual bonus or incentive plan maintained by the portion Company in respect of the fiscal year worked prior in which occurs the Date of Termination. Such payment shall be made as soon as practical after the expiration of the period during which the Release may be revoked; provided, that if the forty-fifth day following the Date of Termination occurs in the calendar year following the calendar year that includes the Date of Termination, then any portion of such payment that the Company determines constitutes deferred compensation subject to termination Section 409A of employment based on actual performance achieved as determined as the Internal Revenue Code of 1986 (the “Code”) shall not be paid until the first business day of the calendar year following the calendar year that includes the Date of Termination. (B) If the Executive properly elects, for the Executive and his or her qualifying dependents, continuation coverage under Section 4980B of the Code or any comparable law (“COBRA coverage”), the Company shall pay to the Executive an amount calculated so that the net after-tax amount of such payment is equal to the difference between the monthly premium to be paid by the Executive for such COBRA coverage and the amount that an active employee would be required to pay for comparable coverage multiplied by six. Such amount shall be paid in a single lump sum, at the same time that the lump sum severance payment describe in Section 2.1(A) above is paid, and shall not be subject to repayment if the Executive subsequently terminates COBRA coverage. (C) The Company shall provide the Executive with outplacement services suitable to the Executive’s position for a period of two years or, if earlier, until the first acceptance by the Executive of an offer of employment, in an aggregate amount not exceeding $50,000. Subject to the foregoing, in no event shall any payment described in this Section 2.1(C) be made until the expiration of the period during which the Release may be revoked, or after the end of such the calendar year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under following the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation calendar year in which the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and services were provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.

Severance Benefits. Subject to Section 4 hereof, if (1) If the Executive’s employment is involuntarily terminated pursuant to Paragraph (e) or (g) in Section 3.1 hereof, and if the Executive elects to continue coverage under any insured or self-insured medical, dental or vision plan maintained by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disabilityother than any health and/or dependent care flexible spending account plan), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve eighteen (1218) months commencing following the Termination Date, the Company will reimburse the Executive, on a taxable basis, for the cost of such coverage less the amount that the Executive would be required to contribute toward health coverage if he had remained an active employee of the Company. If at the end of such eighteen (18) month period following the Termination Date of Executive’s employment pursuant to paragraph (e) or (f) in Section 3.1 hereof, and if the Executive is eligible for and timely elects continuation coverage pursuant to COBRA under any insured or self-insured medical, dental or vision plan maintained by the Company (other than any health and/or dependent care flexible account plan), then, for a period of an additional eighteen (18) months, or until the Executive is no longer eligible for COBRA coverage under the particular plan, the Company will reimburse the Executive, on a taxable basis, for the cost of such COBRA coverage less the amount that the Executive would be required to contribute toward health coverage if he had remained an active employee of the Company. Such reimbursement payments will commence on the first payroll date of the month following the effectiveness Termination Date and will be paid on the first payroll date of the General Release (provided, that, each subsequent month. The Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus entitled to reimbursement for the portion cost of any COBRA coverage elected separately by his current or former spouse or dependent child. Notwithstanding the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of foregoing, if any such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985plan is fully insured, as amended (“COBRA”) continued participation in the Company’s group health plan (any such reimbursement requirement shall apply to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesHealth Care Law.

Severance Benefits. Subject to Section 4 hereof, if (1i) In the event that the Company terminates the Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, defined above subject to the terms and conditions of this Section 5(g)) or Executive executing terminates his employment for Good Reason and delivering Executive has not received any bonus pursuant to the Company (without revocationSection 4(c) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined belowA) and the General Release (provided, that, the Company shall provide Executive with written notice will pay an amount equal to 300% of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. Base Salary plus the Company shall continue to pay annual Target Bonus as severance on a monthly basis to Executive Executive’s Annual Base Salary, less withholding and will provide the continuation of all applicable taxes and other applicable deductions, the benefits set forth in accordance with the Company’s regular payroll practices Section 4(e) for a period of twelve months (12the “Severance Period”) months commencing on following Executive’s termination, (B) any Stock Options that are subject to vesting shall have vesting accelerated with respect to the first payroll date following number of shares that would have vested during the effectiveness Severance Period if Executive had remained employed by the Company during such period (and any shares of capital stock of the General Release Company that are subject to a right of repurchase shall have such right of repurchase lapse with respect to the number of shares that would have lapsed during the Severance Period if Executive had remained employed by the Company during such period), and (providedC) accrued and unused vacation at the time of termination up to a maximum of four weeks shall be paid to Executive. In the event the Company terminates Executive’s employment without Cause (as defined above subject to the terms and conditions of this Section 5(g)) or Executive terminates his employment for Good Reason, that, and Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day has received at least one (1) bonus pursuant to Section 4(c) of the third quarter of the fiscal year when such termination date occursthis Agreement, the Company shall pay Executive a prorated 150% of the Base Salary plus the annual bonus for Target Bonus. (ii) The severance amount and benefits continuation set forth in Section 5(f)(i) are referred to herein as the “Severance Benefits.” The continuation of any group health plan benefits shall be to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular employer portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of premium for such benefits paid by the end of such year payable when bonuses are generally paid to other Company executives; 3.3Company. subject to The Executive’s timely election of continuation coverage right to receive Severance Benefits under Subsection 5(f)(i) is conditioned upon (x) the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the CompanyExecutive’s group health plan (prior execution and delivery to the extent permitted under applicable law Company of a reasonably satisfactory general release of any and the terms all claims and causes of such plan) which covers action of Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by against the Company and its officers and directors, excepting only the right to any compensation, benefits and/or reimbursable expenses due and unpaid under Sections 4 and/or 5(f)(i) of this Agreement, and (iiy) a subsequent period the Executive’s continued performance of six (6) months following such initial twelve (12) month period which shall those obligations hereunder that continue by their express terms after the termination of his employment, including without limitation those set forth in Sections 8. Any Severance Benefits to be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year hereunder shall be payable when otherwise paid in accordance with the payroll practices of the Company for its executives generally as in effect from time to other Company executivestime, and subject to all required withholding of taxes.

Severance Benefits. Subject to Section 4 hereofThe Company may, if (1) at its sole discretion, terminate Executive’s employment is involuntarily terminated by at any time, provided however, that if the Company without Cause (and such termination does not arise as a result of ▇▇▇▇▇▇ Executive’s death employment for any reason other than For Cause or Disability), or (2) if Executive voluntary resigns with terminates his employment for Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, Reason the Company shall provide the following severance payments and benefits (collectively “Severance Benefits”), less all applicable federal and state income and withholding taxes, in exchange for a full and complete release of all claims against the Company, in the form customarily used by the Company, executed by Executive, and Executive with written notice allows such release to become effective: 1. Eighteen (18) months of Base Salary (the “Severance Period”), plus a pro-rata portion of variable compensation for the calendar year, or if variable compensation is to be paid quarterly then for the calendar quarter, in which the severance occurs up to the separation date, such pro rata bonus to be equal to the variable compensation Executive would have earned had Executive remained employed through the end of the applicable period (pro rated based on the number of days employed in such period). Executive’s entitlement to and the amount of any such noncompliance and not less than 30 days to cure, if curable), Executive variable compensation under this Section 2.5(a) (1) shall be entitled to determined at the following: 3.1sole discretion of the Company. the Company The Base Salary shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, be payable in accordance with the Company’s regular payroll practices for practices, and the pro rata variable compensation payments shall be payable at the time that other variable compensation payments are made under the applicable Variable Compensation Plan. Notwithstanding the payment schedule described in this paragraph, if Executive is a period of twelve Specified Employee (12) months commencing on the first payroll date following the effectiveness as defined in Section 409A of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day Internal Revenue Code of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 19851986, as amended (the “COBRACode”)) continued participation in the Company’s group health plan (and becomes entitled to the extent permitted under applicable law and payment described in this Section 2.5 as a result of a separation of service as defined by Section 409A(a)(2)(i) of the terms Code, then the portion of such plan) which covers Executive (and Executive’s eligible dependents) payment treated as “separation pay” for (i) a period purposes of twelve (12) months following Executive’s termination of employment, which Section 409A shall not be paid for by prior to the Company and (ii) a subsequent period of date which is six (6) months after the date of the Executive’s separation of service with the Company if such payment would result in the imposition of an excise tax under Section 409A of the Code. Any amount described in the preceding sentence over the applicable threshold, that is otherwise payable during the first six months following such initial twelve (12) month period which Executive’s separation from service shall be accumulated and paid for by to Executive but which in a lump sum amount on the first date of the seventh month following the date of separation from service. Executive’s entitlement to the foregoing severance payments is contingent on his continued compliance with the confidentiality, non-competition and non-solicitation provisions outlined in Sections 3.1, 3.2, 4.2 and 4.3 herein. Executive understands that if the Company determines that he has violated the confidentiality provisions, covenant not to compete or non-solicitation provisions, the Company will not make any further severance payments, and will be subsidized by entitled to reimbursement from Executive of any severance amounts already paid to him, all in addition to any other remedy to which the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that may have. 2. Upon his separation from service, if Executive is eligible and remains enrolled in the Company’s medical and dental benefit programs, the Company will provide the necessary forms, including COBRA notifications, to transfer the responsibility and right to continue those benefits to Executive, which under COBRA are typically at his expense, for the time period allowed by law or under the applicable programs. However, assuming Executive is eligible and elects to continue those benefits, the Company will continue to pay the same proportion of Executive’s medical and dental insurance premiums under COBRA as during active employment (for Executive and eligible dependents) until the earlier of: (1) the expiration of the Severance Period; or (2) the date Executive is eligible for COBRA medical and dental insurance benefits by another employer. 3. Upon termination of employment, Executive is not eligible to continue participation in the Company group life insurance program. The Company will therefore pay, at the Company’s option, the premiums during the Severance Period that are either (i) applicable to a conversion of the coverage (equal to the amount normally provided to an employee without payment by the employee) from group to individual coverage; and provided, further, or (ii) that in will support the event that Executive obtains other employment that offers comparable group health benefits, such continuation same level of coverage by in a term life policy. The company’s obligation under this sub-section is to provide the required insurance and Executive is not entitled to a cash payment in substitution thereof. 4. The Company on the date of separation will provide professional outplacement counseling and services consistent with other Executives at similar compensation levels. No cash lump sum payment in lieu of outplacement services will be provided to Executive. 5. During the eighteen (18) month period during which Severance Benefits under this Section 3.3 2.5 are paid, the Company will continue to pay for Executive’s reasonable and necessary association fees related to Executive’s duties and responsibilities as contemplated in Section 1.2, and only to the extent previously paid by the Company. However, the payment of the fees within this paragraph shall immediately ceasecease upon the earlier of: (1) the expiration of the Severance Period; andor (2) the date Executive is employed whether consulting, self employed or employed by another employer. 3.46. any earned but unpaid bonus The Company may give the Executive 30 days’ prior written notice of termination of employment for the purposes of providing transition services. In the event the Company gives such notice, the Executive shall be under no obligation to render additional services and shall be allowed to seek other employment, provided that the Severance Period shall be reduced accordingly if Executive so ceases, for any prior completed bonus year shall be payable when otherwise paid reason, to other Company executivesprovide services to the Company.

Severance Benefits. Subject to Section 4 hereof(a) If after a Change in Control, if the Savings Bank shall terminate the Employee's employment (1) Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result other than on account of Executive’s death or DisabilityTermination for Cause), or employment is terminated in the event of Involuntary Termination by the Employee, within 12 months following a Change in Control, the Savings Bank shall (2i) Executive voluntary resigns pay the Employee his salary, including the pro rata portion of any incentive award, through the Date of Termination; (ii) continue to pay, for the remaining term of this Agreement, for the life, health and disability coverage that is in effect with Good Reason, then, subject to Executive executing and delivering respect to the Company Employee and his eligible dependents; and (without revocationiii) pay to the Employee in a valid lump sum in cash, within 25 days after the later of the date of such Change in Control or the Date of Termination, an amount equal to one times the Employee’s annual base salary (determined as of the Date of Termination, and disregarding any incentive or other extraordinary compensation). No payment shall be made under this Section 3 unless the Employee timely executes a release of claims substantially in the form attached hereto as Exhibit A hereto. Payments under this Section 3 are subject to the restrictions and conditions set forth in this Agreement. (b) The Employee shall not be required to mitigate the “General Release”amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by the Employee as the result of employment by another employer, by retirement benefits after the Date of Termination or otherwise. This Agreement does not constitute a contract of employment or impose on the Company or the Savings Bank any obligation to retain the Employee, to change the status of the Employee's employment, or to change the Company's or the Savings Bank's policies regarding termination of employment. (c) no later than 21 days following If and to the extent that the compensation provided for under this Agreement is subject to Section 409A, then notwithstanding the provisions of Section 3(a) to the contrary, the payment of such compensation that is subject to Section 409A: (i) shall be payable only if the Employee's termination of employment also constitutes a "separation from service" within the meaning of Section 409A, taking into account the relevant rules and Executive’s compliance presumptions in the Section 409A regulations; (ii) shall be considered made under a "separation pay plan" (within the meaning of Section 409A) to the extent such payment may be treated as made under a separation pay plan. Any additional amounts that may be due the Employee under Section 3(a)(iii) shall be (A) considered deferred compensation for purposes of Section 409A, (B) treated as paid after all material respects with Executive’s covenants separation pay plan payments are made, and obligations contained in (C) subject to subparagraph (iii) below; and (iii) if this Agreementsubparagraph (iii) applies, then amounts that are considered to be deferred compensation under Section 409A shall not be paid earlier than six months after the Restricted Activities Agreement Employee's separation from service (as defined belowin Section 3(c)(i) above), if the Employee is a "specified employee" (within the meaning of Section 409A). The payment that is delayed on account of the preceding sentence shall be made on the 185th day following the date of the Employee's separation from service, as herein defined. The purpose of this Section 3(c) is to cause the Agreement to comply with Section 409A, and these provisions (and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive Agreement) shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes administered and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesinterpreted accordingly.

Severance Benefits. Subject to Section 4 hereof(a) If, if during the Term, (1i) the Company terminates the employment of Executive for any reason other than Cause, death, Disability or Retirement, (ii) the Executive terminates his employment with the Company for Good Reason, or (iii) a Change of Control is effectuated and the Executive’s employment is involuntarily terminated not continued by the Company without Cause (and such termination does not arise as entity or group that effectuates a result Change of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, thatControl, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled pay the following benefits (the “Severance Benefits”) to the followingExecutive: 3.1. the Company shall continue to pay to Executive Executive’s Annual (i) Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices Salary for a period of twelve (12) months commencing on the first payroll date following the effectiveness Date of Termination at the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts)then current rate; 3.2. (ii) if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 19851985 or any similar state health insurance continuation program ("COBRA"), as amended Company shall reimburse Executive for the portion of their healthcare coverage before termination. Such reimbursement shall be paid to Executive on the fifth (“COBRA”5) continued participation day of the month immediately following the month in which Executive timely remits the Company’s group health plan (premium payment. Executive shall be eligible to receive such reimbursement until the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for earliest of: (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by anniversary of the Company termination date; (such that Executive’s cost of such COBRA coverage for such six (6ii) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that date Executive is no longer eligible and remains eligible for to receive COBRA continuation coverage; and provided(iii) the date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company if Company's making payments under this Section 3.3 shall immediately ceasewould violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (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 in a manner as is necessary to comply with the ACA; and 3.4. any earned but unpaid bonus for any prior completed bonus year (iii) Full vesting acceleration of all outstanding stock options or other outstanding equity incentive awards held by the Executive. (iv) For purposes of this Agreement, “Change of Control” shall be payable when otherwise paid to other Company executivesmean a Change of Control as such term is defined in the Company’s 2023 Equity Incentive Plan (as amended).

Severance Benefits. Subject In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Section 4 hereof, if (1) Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that2.1, the Company shall pay or provide the Accrued Obligations within thirty (30) days of the Effective Date of Termination and the Company shall provide the Executive with written notice total Severance Benefits as follows (but subject to Sections 2.5 and 2.6) on the 409A Payment Date: (a) The Executive shall receive a single lump sum cash Severance Compensation payment. (b) The Executive shall receive as AIP for the year in which occurs the Effective Date of Termination a lump sum cash payment equal to that which would have been paid if corporate and personal performance had achieved 100% of target objectives established for the annual period in which the Change in Control occurred, multiplied by a fraction, the numerator of which is the number of days elapsed in the current fiscal period to the Effective Date of Termination, and the denominator of which is 365. (c) If the Executive participates in the PSP, the Executive shall receive a lump sum payment (in accordance with the then current PSP; provided that any such noncompliance portion of the PSP award which would have been paid in stock under the PSP is to be paid in cash based on the current market value of the stock) which payment will be determined based upon actual performance for the number of full years of completed then current PSP measurement period(s) at the time of the Effective Date of Termination and for years not yet completed in the then current PSP measurement period(s) Executive will be assumed to have met all applicable goals at 100% of performance. (d) All welfare benefits, including medical, dental, vision, life and disability benefits pursuant to plans under which the Executive and/or the Executive’s family is eligible to receive benefits and/or coverage shall be continued for a period of twenty-four (24) months after the Effective Date of Termination. Such benefits shall be provided to the Executive at no less than 30 days the same coverage level as in effect as of the date of the Change in Control. The Company shall pay the full cost of such continued benefits, except that the Executive shall bear any portion of such cost as was required to curebe borne by key executives of the Company generally at the date of the Change in Control. Notwithstanding the foregoing, the benefits described in this Section 2.2(e) may be discontinued prior to the end of the periods provided in this Section to the extent, but only to the extent, that the Executive receives substantially similar benefits from a subsequent employer. In the event any insurance carrier shall refuse to provide coverage to a former employee, the Company shall secure comparable coverage or may self-insure the benefits if curable)it pays such benefits together with a payment to the Executive equal to the federal income tax consequences of payments to a former highly compensated employee from a discriminatory self-insured plan. If there is a cessation of coverage under the Company’s health plan between the date of the Executive’s Separation from Service and the 409A Payment Date, the Executive shall be deemed to elect COBRA coverage and the Executive shall pay the cost of COBRA coverage through the 409A Payment Date. On the 409A Payment Date, the Company shall reimburse the Executive for all COBRA costs paid by the Executive in addition to all other Severance Benefits. (e) The Executive shall be entitled to reimbursement for actual payments made for professional outplacement services or job search not to exceed $15,000 in the following:aggregate. 3.1. (f) In determining the Company shall continue to pay to Executive Executive’s Annual Base Salarypension benefit following entitlement to a Severance Benefit, less withholding of all applicable taxes the Executive shall be deemed to have satisfied the age and other applicable deductions, in accordance with service requirements for full vesting under the Company’s regular payroll practices for a period of twelve qualified (12) months commencing on the first payroll date following the effectiveness of the General Release (providedwithin applicable legal parameters), that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined non-qualified and supplemental pension plans as of the end Effective Date of Termination such year payable when bonuses that the Executive shall be entitled to receive the full accrued benefit under all such plans in which the Executive participates in effect as of the date of the Change in Control, without any actuarial reduction for early payment. Notwithstanding anything in this Section 2.2 or elsewhere in this Agreement to the contrary, if counsel to the Company determines in good faith that the Severance Benefits set forth in this Agreement are generally paid to other Company executives; 3.3. not subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation an increase in the Company’s group health plan (federal income tax liability to the extent permitted Executive under applicable law and Section 409A of the terms Code or the Executive is not a specified employee for purposes of Section 409A of the Code at such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which all elements of the Severance Benefits shall be paid for by the Company and or commenced, as applicable, within thirty (ii30) a subsequent period of six (6) months following days after such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost Effective Date of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesTermination.

Severance Benefits. Subject to Section 4 hereof, if (1) In return for Executive’s employment is involuntarily terminated by the Company without Cause (timely signing and such termination does not arise revoking this Agreement as a result of Executive’s death or Disability)set forth in Section 13 below, or (2) Executive voluntary resigns with Good Reason, then, and subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in with all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, thatterms hereof, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall shall: (i) continue to pay to Executive the Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular regularly established payroll practices procedure, the Executive’s Base Salary for a period of twelve (12) months; (ii) for a period of twelve (12) months commencing on the first payroll date following the effectiveness date of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to Executive’s termination of employment based (or, if earlier, the date on actual performance achieved as determined as of which the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of applicable continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in expires) (such period, the “COBRA Coverage Period”), provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to COBRA, continue to pay the Company’s group health plan (share of the premium the Executive and/or his eligible dependents are required to pay for continuation coverage pursuant to COBRA based on the extent permitted under applicable law and cost sharing levels in effect on the terms date of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following the Executive’s termination of employment, unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in which case, instead of providing the benefits as set forth above, the Company shall be paid instead pay to the Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof), unless the Company determines that such payments would not comply with applicable law in a manner that causes the Company to incur additional taxes, penalties, fines or charges as a result of such payments (other than employer-side employment taxes payable on such payments); (iii) pay the Executive a lump sum equal to 100% of the Executive’s Target Bonus (as defined in the Employment Agreement) for 2023, payable within seventy-five (75) days of the termination date; and (iv) all of the Executive’s then-unvested equity awards shall vest and become fully exercisable or non-forfeitable effective as of the termination date, with the same treatment applying to any then-unvested equity awards granted by the Company to the Executive under any successor equity incentive plan (provided, however, that the accelerated vesting of any equity awards the vesting of which is subject to performance-based vesting conditions (and (iiexcluding, for the avoidance of doubt, performance-based awards that are subject to time-based vesting following the achievement of the applicable performance metric) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized governed by the Company (individual award agreement and the equity plan under which such awards were granted to the extent such award agreement specifically provides that Executive’s cost of such COBRA coverage for such six (6) month period awards will not be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and providedaccelerated vesting under this Agreement) (provided that, furtherwith respect to any equity award that is a restricted stock unit, that in no event shall such restricted stock unit be settled later than the event that March 15 of the calendar year following the year in which the termination date occurs) (collectively, the “Severance Benefits”). Other than the Severance Benefits, Executive obtains other employment that offers comparable group health benefitswill not be eligible for, such continuation of coverage by nor shall he or she have a right to receive, any payments or benefits from the Company under this Section 3.3 shall immediately cease; and 3.4or any of its Affiliates following the Separation Date, other than reimbursement for any outstanding business expenses in accordance with Company policy. any For the sake of clarity, the Parties agree that there is no earned but unpaid annual bonus due for any prior completed bonus year shall be payable when otherwise paid to other Company executives2022.

Severance Benefits. (a) Subject only to Section 4 hereof, if (1) Executive’s employment is involuntarily terminated the delivery by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering Employee to the Company (without revocation) a valid release of claims an executed Release of All Claims Agreement, in the form attached hereto as Exhibit A A, at or after the time of the Merger, the Company shall pay to the Employee, not later than the third business day following the Effective Date of the Release of All Claims Agreement, as severance pay and a retention bonus and in consideration of his entering into the Release of All Claims Agreement, a lump sum severance payment (the “General ReleaseSeverance Payment”) no later than 21 days following such termination equal to Employee’s annual base salary at the rate in effect on the closing date of the Merger. Employee’s rights to receive the Severance Payment shall terminate if Employee voluntarily resigns prior to the Merger or Employee’s employment and Executivewith the Company is terminated by reason of Employee’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement death or Disability (as defined in Section 4 below) prior to the closing date of the Merger or if the Company terminates Employee for Cause prior to the Merger. If the Company terminates Employee’s employment prior to the Merger, for any reason other than Cause, or in the event of a Constructive Discharge by the Company of the Employee prior to the Merger, Employee shall be entitled to the Severance Payment and the General Release other benefits contemplated by this Agreement. (provided, thatb) In addition to the Severance Payment, the Company shall provide Executive with written notice to Employee for a period of 12 months from and after the earlier of the Retention Date or the date of the termination of his employment, without cost to Employee (notwithstanding the COBRA provisions that require Employee to pay for such benefits following the termination of his employment), health insurance benefits (including medical and dental benefits) substantially similar to those Employee was receiving immediately prior to the closing of the Merger; provided, however, that the benefits otherwise receivable by Employee pursuant to this Section 3(b) shall be reduced to the extent comparable benefits are received by Employee during the 12-month period following the termination of his employment, any benefits so received to be reported to the Company by Employee. (c) The Company also shall pay for all legal fees and expenses incurred by Employee in seeking to obtain or enforce any right or benefit provided by this Agreement (including any legal fees and expenses incurred in contesting any purported termination of his employment for Cause or any denial by the Company of any of the benefits provided to Employee herein). (d) Payments hereunder shall be made without regard to whether the deductibility of such noncompliance payments (or any other payments to or for the benefit of Employee) would be limited or precluded by Code Section 280G and not less than 30 days without regard to curewhether such payments (or any other payments) would subject Employee to the federal excise tax levied on certain “excess parachute payments” under Internal Revenue Code Section 4999; provided, that if curableany such payment or payments (the “Required Contractual Payments”) subject Employee to the imposition of tax under Section 4999 of the Code (“Section 4999 Tax”), Executive the Required Contractual Payments shall be grossed-up so that, in addition to such payments, the Company shall timely pay to Employee the amount necessary so that after imposition of any Section 4999 Tax and any income tax on such additional payments, Employee shall be entitled to receive an amount equal to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness amount of the General Release (provided, that, Executive shall Required Contractual Payment as if such Required Contractual Payment were not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives4999 Tax.

Severance Benefits. Subject to Section 4 hereof, if (1i) If the Executive’s employment is involuntarily terminated by pursuant to any of the Company without Cause Paragraphs set forth in Section 3.1 hereof, then the Executive (and such termination does not arise or her legal representative, as a result of Executive’s death or Disability), or (2applicable) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to receive the following: 3.1benefits which the Executive has accrued or earned or which have become payable under the Plans as of the Termination Date, but which have not yet been paid to the Executive. the Company Payment of any such benefits shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, be made in accordance with the Companyterms of such Plans. (ii) If the Executive’s regular payroll practices employment is terminated pursuant to Paragraph (e) or (f) in Section 3.1 hereof, and if the Executive is eligible for and timely elects continuation coverage pursuant to Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended, Section 4980B of the Code or similar state continuation coverage law (together, “COBRA”) under any insured or self-insured medical, dental or vision plan maintained by the Company (other than any health and/or dependent care flexible spending account plan or employee assistance plan), then, for a period of twelve eighteen (1218) months commencing following the Termination Date, or until the Executive is no longer eligible for COBRA coverage under the particular plan, the Company will reimburse the Executive, on a taxable basis, for the cost of such COBRA coverage less the amount that the Executive would be required to contribute toward health coverage if she had remained an active employee of the Company. Such reimbursement payments will commence on the first payroll date of the month following the effectiveness Termination Date and will be paid on the first payroll date of the General Release (provided, that, each subsequent month. The Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus entitled to reimbursement for the portion cost of any COBRA coverage elected separately by her current or former spouse or dependent child. Notwithstanding the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985foregoing, as amended (“COBRA”) continued participation in the Company’s group health event that any such plan (is fully insured, any such reimbursement requirement shall apply only to the extent permitted by the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Health Care Law”). Any portion of the continued or replacement welfare benefits coverage provided for under applicable law and the terms of such planthis Section 3.3(c)(ii) which covers Executive (and Executive’s eligible dependents) for constitutes deferred compensation subject to Section 409A shall be subject to the following conditions: (i) a period the expenses eligible for reimbursement or the amount of twelve in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year (12except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement of medical expenses under Section 105(b) months following Executive’s termination of employment, which shall be paid for by the Company and Code); (ii) a subsequent period the reimbursement of six (6) months following such initial twelve (12) month period which an eligible expense shall be paid for by Executive but made no later than the end of the year after the year in which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverageexpense was incurred; and provided, further, that in (iii) the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 right to reimbursement or in-kind benefits shall immediately cease; and 3.4. any earned but unpaid bonus not be subject to liquidation or exchange for any prior completed bonus year shall be payable when otherwise paid to other Company executivesanother benefit.

Severance Benefits. Subject to Section 4 hereof, if (1a) ExecutiveIn the event that Company terminates Employee’s employment is involuntarily terminated by the Company without Cause (as defined in Section 2(c) below), and such termination provided that Employee (i) signs, returns, and does not arise as revoke a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims against the Company in the a form attached hereto as substantially similar to that contained in Exhibit A within twenty-one (21) days following the last day of Employee’s employment and (ii) continues to comply with Employee’s obligation under Sections 3, 4, and 5 of this Agreement (subparts (i) and (ii), collectively, the “General ReleaseConditions”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall Employee will be entitled to the followingfollowing “Severance Benefits:” 3.1. the Company shall continue (i) severance payments totaling nine months of Employee’s then-effective base salary, paid in equal installments according to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices schedule over the nine months following Employee’s last day of employment (the “Severance Period”); (ii) any unpaid portion of any annual bonus from a prior year for which Employee is eligible, the fact and amount of such bonus to be determined by the Company in good faith, payable when other employees receive annual bonuses for such year; (iii) a pro rata portion of any annual bonus for which Employee is eligible for the year in which the Employee’s last day of employment occurs, based on year-to-date performance as determined by the Company in good faith, payable when other employee receive annual bonuses for such year; and (iv) provided that Employee timely elects to participate in COBRA, reimbursement for the cost of COBRA continuation for a period of twelve nine months of Employee’s, and if applicable, Employee’s dependents’, then-current health care elections. In addition to these Severance Benefits and regardless of whether Employee complies with the above Conditions, Employee shall be entitled to receive any payments or benefit to which Employee is entitled by law, including (12i) months commencing on earned, unpaid wages through the first payroll date following last day of employment; and (ii) accrued, unused vacation time earned through the effectiveness last day of employment (subparts (i) an d (ii), the General Release “Accrued Benefits”). (providedb) In the event that Employee’s employment terminates for any other reason (including but not limited to, thatEmployee’s death or disability, Executive termination by Employee for any reason, or termination by the Company with Cause), Employee shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day entitled to any of the third quarter severance benefits detailed above and shall only receive those payments and benefits to which Employee is entitled by law, including the Accrued Benefits. (c) For purposes of this Agreement, “Cause” shall mean that Employee (i) commits a material breach of any material term of this Agreement or any material Company policy or procedure of which Employee had prior knowledge; provided that if such breach is curable in not longer than 30 days (as determined by the fiscal year when such termination date occursBoard in its reasonable discretion), the Company shall pay Executive a prorated annual bonus not have the right to terminate Employee’s employment for the portion Cause pursuant hereto unless Employee, having received written notice of the fiscal year worked prior breach from Company specifically citing this Section 2(c), fails to termination of employment based on actual performance achieved as determined as of cure the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) breach within a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and reasonable time; (ii) is convicted of, or pleads guilty or nolo contendere to, a subsequent period felony (other than a traffic-related felony) or any other crime involving dishonesty or moral turpitude; (iii) willfully engages in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company; or (iv) fails to cure, within 30 days after receiving written notice from Company specifically citing this Section 2(c), any material injury to the economic or ethical welfare of six (6) months following such initial twelve (12) month period which Company caused by Employee’s gross malfeasance, misfeasance, misconduct or inattention to the Employee’s duties and responsibilities for the Company. No act or failure to act on the part of Employee shall be paid considered “willful” for purposes hereof unless it is done, or omitted to be done, by Executive but which will be subsidized Employee in bad faith or without reasonable belief that Employee’s act or omission was in the best interests of Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will shall be the same as Executive would have paid had Executive remained an employee conclusively presumed to be done, or omitted to be done, by Employee in good faith and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation best interests of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesCompany.

Severance Benefits. (i) Subject to Section 4 hereofparagraphs 11 and 23 of this Agreement, in the event of automatic termination based upon a Change in Control under paragraph 9 (a) (viii), then Executive shall receive Change in Control benefits consisting of (A) a cash payment in an amount equal to 150% of Executive's then current Base Salary during the year the termination occurs, less applicable withholding deductions (in addition to accrued Base Salary, incentive compensation, or other payments, if any, due Executive), payable in lump sum promptly after sixty (160) Executive’s employment is involuntarily terminated by days following such termination, but in no event later than March 15 following the Company without Cause end of the calendar year that includes such termination; and (B) continuation of group health, vision and such termination does not arise as a result dental insurance coverages specified in paragraph 8 (d) (i) of this Agreement for Executive and fifty percent (50%) of the costs of Executive’s death or Disabilitydependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly ▇▇▇▇ No. 1401 (2“Cal-COBRA”), with one hundred percent (100%) Executive voluntary resigns with Good Reason, then, subject of premiums for the insurance coverages payable by the Bank or Bancorp monthly to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on from the first payroll date following of termination. Notwithstanding the effectiveness foregoing or any other provision in this Agreement to the contrary, the obligation of the General Release Bank or Bancorp to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of twelve (provided, that12) months from the date of termination or the date of commencement of comparable insurance coverages for Executive by another employer. After such expiration date, Executive shall have such rights to continue to participate under the Bank’s group health benefits plan at Executive’s expense as may be available under COBRA or Cal COBRA. Executive agrees to notify the Bank as soon as practicable, but not be treated as less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank any amounts paid by the Bank to or for the benefit of Executive that overlap the coverages provided by the other employer. (ii) Subject to paragraphs 11 and 23 of this Agreement, termination by the Bank and Bancorp of this Agreement and Executive’s employment under paragraph 9 (b), other than in connection with an employee while receiving such amounts); 3.2. if event constituting automatic termination; then Executive shall receive severance benefits consisting of (A) a cash payment in an amount equal to 100% of Executive's then current Base Salary during the year the termination date occurs on occurs, less applicable withholding deductions (in addition to accrued Base Salary, incentive compensation, or other payments, if any, due Executive), payable in lump sum promptly after the first day of the third quarter of the fiscal year when sixty (60) days following such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of (but in no event later than March 15 following the end of the calendar year that includes such year payable when bonuses are generally paid to other Company executives; 3.3. subject to termination) and (B) continuation of group health, vision and dental insurance coverages specified in paragraph 8 (d) (i) of this Agreement for Executive and fifty percent (50%) of the costs of Executive’s timely election of continuation coverage under the dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted ), or under applicable California law and pursuant to Assembly ▇▇▇▇ No. 1401 (“Cal-COBRA”), with one hundred percent (100%) of premiums for the terms of such plan) which covers insurance coverages payable by the Bank or Bancorp monthly to Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination from the date of employmenttermination. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, which the obligation of the Bank or Bancorp to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall be paid for by terminate at the Company and (ii) a subsequent period earlier of six (6) months following such initial the expiration of twelve (12) month period which months from the date of termination or the date of commencement of comparable insurance coverages for Executive by another employer. After such expiration date, Executive shall have such rights to continue to participate under the Bank’s group health benefits plan at Executive’s expense as may be available under COBRA or Cal COBRA. Executive agrees to notify the Bank as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank any amounts paid for by Executive but which will be subsidized by the Company Bank to or for the benefit of Executive that overlap the coverages provided by the other employer. (such iii) Executive acknowledges and agrees that severance benefits pursuant to this paragraph 9 (d) are in lieu of all damages, payments and liabilities on account of the early termination of Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 Agreement. Any payment made under any subparagraph of paragraph 9 (d) shall immediately cease; and 3.4. preclude further payment under any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivessubparagraph of paragraph 9 (d).

Severance Benefits. Subject to Section 4 hereofa. If, if (1) Executive’s employment is involuntarily terminated by during the Company without Cause (and such termination does not arise as a result term of Executive’s death or Disability)this Agreement, or (2) Executive voluntary resigns with Good Reasonan Involuntary Termination occurs, then, subject to Executive executing and delivering to provided that the Company (without revocation) a valid Employee signs the release of claims within the time provided for in the form attached hereto as Exhibit A (Notice of Termination and satisfies any other applicable terms and conditions under the “General Release”) no later than 21 days following such termination Notice of employment Termination and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive Employee shall be entitled to the followingfollowing compensation and benefits: 3.1(i) The Company shall pay Employee all Accrued Compensation; (ii) The Company shall pay Employee two (2) times the sum of (A) the Base Amount and (B) the Bonus Amount; (iii) Employee shall receive all vested benefits earned under any Company-sponsored retirement or benefit plan in accordance with the terms of those plans; (iv) Employee shall receive an additional two (2) years of service credit added to Employee's actual service with Dow for purposes of eligibility, vesting, and benefit accrual and two (2) additional years of age shall be added to the Employee's age at termination for purposes of calculating the appropriate age band for the additional two years of service credit or any applicable early retirement factors. Such additional credit shall be subject to the regular plan limits and terms and conditions under the Company's various qualified and non-qualified retirement plans in which the Employee participates. The benefits to be credited or accrued under a qualified retirement plan pursuant to the preceding sentence shall be credited or accrued on the Employee's behalf under the corresponding non-qualified plan and shall be paid to the Employee in the same manner and at the same time as other benefits credited or accrued under such non-qualified plan are payable to Employee. (v) Employee shall be eligible for comprehensive outplacement, tax and financial planning assistance up to a maximum of $50,000 payable by the Company. (vi) Subject to the last sentence of this Section 3(a)(vi), for eighteen (18) months following the Employee's Involuntary Termination (the "Continuation Period"), the Company shall continue on behalf of the Employee and the Employee's eligible dependents, the medical, dental and hospitalization benefits provided to pay other similarly situated Employees who continue in the employ of the Company during the Continuation Period. The coverage and benefits (including deductibles, copays and employee contribution costs) provided in this Section 3(a)(vii) during the Continuation Period shall be no less favorable to Executive Executive’s Annual Base Salary, less withholding the Employee and the Employee's dependents than coverage provided to other similarly situated active employees of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the The Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company 's obligation under this Section 3.3 3(a)(vi) shall cease as soon as Employee becomes eligible for another employer's medical, dental and hospitalization benefits during the Continuation Period. (vii) In the event severance benefits provided to the executive exceed statutory thresholds and become subject to the 20% "golden parachute excise tax," the Company will provide gross-up protection for those executives subject to this tax. (viii) Long Term Incentives in the form of performance shares and deferred shares will vest and will be delivered as soon as administratively possible upon Involuntary Termination. Stock Options will vest immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesupon Involuntary Termination.

Severance Benefits. Subject to Section 4 6(e) hereof, if (1) if, during the Term of Employment, the Company terminates the Executive’s employment is involuntarily terminated by other than for Cause or Disability or the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with shall terminate employment for Good Reason, then, : (i) subject to Executive executing and delivering to Section 15 hereof, within thirty (30) days after the Company Date of Termination (without revocation) a valid release of claims other than in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination case of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined belowSection 6(a)(i)(5) and the General Release (provided, that6) below), the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled pay to the following: 3.1. Executive a cash lump sum equal to the Company shall continue to pay to Executive sum of: (1) the Executive’s Annual Base Salary, less withholding Salary through the Date of all applicable taxes and other applicable deductions, Termination to the extent not theretofore paid; (2) any bonus earned during the prior calendar year but not yet paid to Executive; (3) any accrued but unused vacation in accordance with the Company’s regular payroll practices policies; (4) any incurred but unreimbursed business expenses in accordance with Company policy; (5) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon, in each case, subject to the terms and conditions of the deferral plan or agreement); and (6) any Retention Bonus (or portion thereof) due pursuant to Section 4(d) hereof and paid at such time as provided in such section (the amounts and benefits described in (1)-(6) above shall be hereinafter referred to as the “Accrued Obligations”). In addition, subject to Section 15 hereof, the Company shall pay the Executive within thirty (30) days of the Date of Termination, the product of (x) the full target annual bonus with respect to the calendar year in which the Date of Termination occurs (the “Relevant Calendar Year”) and (y) a fraction, the numerator of which is the number of days in the Relevant Calendar Year that have elapsed as of the Date of Termination and the denominator of which is 365 (the “Pro Rata Bonus”); (ii) subject to Section 15 hereof, within thirty (30) days after the Date of Termination, the Company shall pay to the Executive a cash lump sum equal to his Annual Base Salary then in effect (disregarding any reductions thereof that formed the basis of the Executive’s termination for Good Reason); provided that, if the Executive’s termination is In Contemplation (as defined below) of, or within two (2) years after, a Change of Control, then the Executive shall be entitled to payment in the amount of two (2) times his Annual Base Salary then in effect. For purposes of this Agreement, a termination of employment “In Contemplation” of a Change in Control shall mean a termination of employment by the Company other than for Cause or Disability or by the Executive for Good Reason within the period ending on a Change of Control and commencing ninety (90) days prior to (1) the execution of an agreement, which if consummated would result in a Change of Control; provided that a Change of Control, whether as a result of that agreement or otherwise, occurs within six (6) months of the execution of such agreement or (2) the commencement of a tender offer or its equivalent and a Change of Control occurs within six (6) months thereafter, whether as a result of the tender offer or otherwise; (iii) subject to Section 15 hereof, within thirty (30) days after the Date of Termination, the Company shall pay to the Executive a cash lump sum equal to the Executive’s target annual bonus for the year of termination; provided that, if the Executive’s termination is In Contemplation of, or within two (2) years after, a Change of Control, the Executive shall be entitled to payment in the amount of two (2) times his target annual bonus for the year of termination; (iv) subject to Section 15 hereof, the Company shall pay to the Executive when amounts are otherwise due, an amount equal to each of the Executive’s long-term incentive plan awards made pursuant to Section 4(c) hereof based on the extent of actual achievement of the goals at the end of the relevant performance period, multiplied by a fraction, the numerator of which is the number of days the Executive was employed between, and including, the date of such award and the Date of Termination and the denominator of which is 1095; (v) subject to Section 15 hereof, the Company shall continue to provide the Executive with the Benefits provided to the Executive immediately prior to the Date of Termination for a period of twelve (12) months commencing following the Date of Termination (or twenty-four (24) months in the event of a termination In Contemplation of, or within two (2) years after, a Change of Control); provided that, to the extent that the Company is unable to continue such Benefits because of underwriting on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving plan term or if such amountscontinuation would violate Code Section 105(h); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay provide the Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based with economically equivalent benefits determined on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan an after-tax basis (to the extent permitted under applicable law and such benefit was non-taxable) to the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage Benefits otherwise receivable by the Company under Executive pursuant to this Section 3.3 section shall immediately ceasebe reduced to the extent benefits of the same type are received by the Executive during the Executive’s period of extended coverage; and 3.4. (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide, subject to Section 15 hereof, to the Executive any earned but unpaid bonus for other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any prior completed bonus year plan, program, policy or practice or contract or agreement of the Company, as well as any other amounts or rights that become due under Sections 4(k), 4(l), 13, 14 and 15 of this Agreement, (such other amounts and benefits shall be payable when otherwise paid hereinafter referred to other Company executivesas the “Other Benefits”).

Severance Benefits. (i) Subject to Section 4 hereofparagraphs 11 and 23 of this Agreement, in the event of automatic termination based upon a Change in Control under paragraph 9 (a) (viii), then Executive shall receive Change in Control benefits consisting of (A) a cash payment in an amount equal to 150% of Executive's then current Base Salary during the year the termination occurs, less applicable withholding deductions (in addition to accrued Base Salary, incentive compensation, or other payments, if any, due Executive), payable in lump sum promptly after sixty (160) Executive’s employment is involuntarily terminated by days following such termination, but in no event later than March 15 following the Company without Cause end of the calendar year that includes such termination; and (B) continuation of group health, vision and such termination does not arise as a result dental insurance coverages specified in paragraph 8 (d) (i) of this Agreement for Executive and fifty percent (50%) of the costs of Executive’s death or Disabilitydependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly ▇▇▇▇ No. 1401 (2“Cal-COBRA”), with one hundred percent (100%) Executive voluntary resigns with Good Reason, then, subject of premiums for the insurance coverages payable by the Bank or Bancorp monthly to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on from the first payroll date following of termination. Notwithstanding the effectiveness foregoing or any other provision in this Agreement to the contrary, the obligation of the General Release Bank or Bancorp to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of twelve (provided, that12) months from the date of termination or the date of commencement of comparable insurance coverages for Executive by another employer. After such expiration date, Executive shall have such rights to continue to participate under the Bank’s group health benefits plan at Executive’s expense as may be available under COBRA or Cal COBRA. Executive agrees to notify the Bank as soon as practicable, but not be treated as less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank any amounts paid by the Bank to or for the benefit of Executive that overlap the coverages provided by the other employer. (ii) Subject to paragraphs 11 and 23 of this Agreement, termination by the Bank and Bancorp of this Agreement and Executive’s employment under paragraph 9 (b), other than in connection with an employee while receiving such amounts); 3.2. if event constituting automatic termination; then Executive shall receive severance benefits consisting of (A) a cash payment in an amount equal to 100% of Executive's then current Base Salary during the year the termination date occurs on occurs, less applicable withholding deductions (in addition to accrued Base Salary, incentive compensation, or other payments, if any, due Executive), payable in lump sum promptly after the first day of the third quarter of the fiscal year when sixty (60) days following such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of (but in no event later than March 15 following the end of the calendar year that includes such year payable when bonuses are generally paid to other Company executives; 3.3. subject to termination) calendar years preceding the termination and (B) continuation of group health, vision and dental insurance coverages specified in paragraph 8 (d) (i) of this Agreement for Executive and fifty percent (50%) of the costs of Executive’s timely election of continuation coverage under the dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted ), or under applicable California law and pursuant to Assembly ▇▇▇▇ No. 1401 (“Cal-COBRA”), with one hundred percent (100%) of premiums for the terms of such plan) which covers insurance coverages payable by the Bank or Bancorp monthly to Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination from the date of employmenttermination. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, which the obligation of the Bank or Bancorp to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall be paid for by terminate at the Company and (ii) a subsequent period earlier of six (6) months following such initial the expiration of twelve (12) month period which months from the date of termination or the date of commencement of comparable insurance coverages for Executive by another employer. After such expiration date, Executive shall have such rights to continue to participate under the Bank’s group health benefits plan at Executive’s expense as may be available under COBRA or Cal COBRA. Executive agrees to notify the Bank as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank any amounts paid for by Executive but which will be subsidized by the Company Bank to or for the benefit of Executive that overlap the coverages provided by the other employer. (such iii) Executive acknowledges and agrees that severance benefits pursuant to this paragraph 9 (d) are in lieu of all damages, payments and liabilities on account of the early termination of Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 Agreement. Any payment made under any subparagraph of paragraph 9 (d) shall immediately cease; and 3.4. preclude further payment under any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivessubparagraph of paragraph 9 (d).

Severance Benefits. Subject to Section 4 hereof, if (1) In consideration of the Executive’s employment is involuntarily terminated by compliance with all of the Company without Cause (terms of this Agreement, including but not limited to the noncompete, nonsolicitation, nondisparagement and such termination does not arise as a result of confidentially provisions below, and the Executive’s death or Disability)execution of a General Release as of the effective date of the Executive’s Termination of Service, or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in substantially the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, thatA, the Company shall provide Executive with written notice hereby agrees that, in the event of any such noncompliance and not less than 30 days to curethe Executive’s Involuntary Termination Without Cause or Termination for Good Reason, if curable), the Executive shall be entitled to the followingfollowing “Severance Benefits”: 3.1(a) Continued base salary for the six (6) month period (except in the event that such Termination of Service occurs within the eighteen (18) month period immediately following a “Change In Control,” in which event it shall be base salary for the twelve (12) month period) immediately following Termination of Service (the “Severance Period”) at the annual rate in effect as of Termination of Service. Payments for such continued base salary shall commence upon the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding next normal payroll date following Termination of all applicable taxes Service and other applicable deductions, be paid in accordance with the Company’s regular normal payroll practices for a over the same period of twelve (12) months commencing on such amounts would otherwise have been paid had the first payroll date following Executive continued in the effectiveness employ of the General Release Company. (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day b) An annual bonus equal to 100% of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for Target Annual Bonus” established by the Company for the calendar year in which Termination of Service occurs, payable at the same time the Executive’s annual bonus would otherwise have been paid had the Executive continued in the employ of the Company and, furthermore, payable whether or not the target is met. (c) Continued medical insurance benefits (in the form of the payment of COBRA benefits) comparable to the benefits provided to other executive’s of the Company for the lesser of the Severance Period, or until the Executive becomes reemployed with another employer and is eligible to receive medical benefits under another employer-provided plan. (iid) a subsequent period of six (6) months following such initial twelve (12) month period which Executive shall be paid for by Executive but which will be subsidized by the fully vested in all outstanding unvested equity grants under any Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan)stock option, stock appreciation right, or restricted stock plan or agreement; provided that Executive is eligible and remains eligible for COBRA coverage; and provided, furtherhowever any and all stock options must be timely exercised in accordance with the existing stock option agreements between the Executive and the Company. (e) Notwithstanding the forgoing, that the timing of payment of the Severance Benefits shall be subject to and may be delayed in compliance with all requirements of IRC Section 409A as provided in Section 9 below. (f) Notwithstanding the foregoing, in the event that Executive obtains any Severance Benefits payable under this Agreement or any other employment that offers comparable group health benefitscompensation, such continuation of coverage by benefit or other amounts payable from the Company for the benefit of the Executive are subject to the deduction limitations and tax imposed by Sections IRC Sections 280G and 4999 (including any applicable interest and penalties), the Employee’s Severance Benefits under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year Agreement shall be payable when otherwise paid limited so as to other Company executivesavoid the application of any such excise taxes.

Severance Benefits. Subject to Section 4 hereof(a) If during the term of this Agreement, if (1) Executive’s Employee's employment is involuntarily terminated (i) by the Company without Cause Employer other than for Cause, as defined below, or (and such termination does not arise ii) by the Employee as a result of Executive’s death or Disability)the occurrence of a Constructive Termination Event, or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and , which has not been cured by the General Release (provided, that, the Company shall provide Executive with Employer within 30 days of receipt of written notice from the Employee that such event has occurred, then upon the occurrence of such event Employer shall pay to the Employee (or the Employee's estate in the event of death after termination), as a severance benefit and in complete satisfaction of any such noncompliance and all claims which Employee may have against Employer or its affiliates, officers, directors or employees as a result of this Agreement or his previous employment by Employer, an amount which is equal to (y) one (1) times Employee's Annual Base Salary plus (z) the average annual bonus earnings of the Employee determined by adding the annual bonus earnings for the Employee over the previous three immediately past completed calendar years and dividing the result by three (the "Initial Severance Benefit"). Additionally, for so long as the Employer does not less than 30 days to curewaive the provisions of Section 8(a), if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance Employee has not commenced employment with the Company’s regular payroll practices for a period of new employer within twelve (12) months commencing on after a termination by Employer without Cause or by Employee as a result of a Constructive Termination Event, then for each month after the first payroll date following twelfth month during which such Employee remains unemployed and bound by the effectiveness provisions of Section 8(a) from the twelfth and through the twenty-fourth month after such termination, Employer shall pay additional severance equal to 1/12th of the General Release Initial Severance Benefit (providedthe "Supplemental Severance Benefit"); however, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of no more than twelve (12) months following Executive’s such payments shall be payable. Each Supplemental Severance Benefit payment shall be made by the 10th of the next month after the month to which it relates and no such payments shall be made for the month in which the Employee accepts employment with another employer or Employer waives the provisions of Section 8(a) or any month thereafter. Additionally, Employer shall not be obligated to pay any severance benefit until Employee (or Employee's personal representative in the event of Employee's death) has delivered to Employer a complete and unconditional release, in form reasonably satisfactory to Employer, releasing Employer from any and all claims which Employee may have against Employer as a result of any occurrence during Employee's employment and including, but not limited to, any claim for wrongful termination (the "Employee Release"). The foregoing notwithstanding, the Employee Release shall not release the Employer from any of employment, which its post termination obligations under this Agreement or under any employee benefit plan of the Employer. The Initial Severance Benefit shall be paid for by within ten (10) days following the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost effective date of such COBRA coverage for such six (6) month period will be termination or the same as Executive would have paid had Executive remained an employee and an active participant delivery of the foregoing release, whichever is the last to occur. As used in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.Agreement:

Severance Benefits. Subject to Section 4 hereof13, if either (1a) Executive terminates his employment during the Protected Period for a Good Reason event or (b) the Company terminates Executive’s 's employment is involuntarily terminated during the Protected Period other than for Cause, Executive shall receive the following compensation and benefits from the Company: A. Within 15 days of the Date of Termination the Company shall pay to Executive in a lump sum, in cash, an amount equal to 2.5 times the sum of Executive's (i) Termination Base Salary and (ii) Target AICP. B. Notwithstanding anything in any Company stock plan or grant agreement to the contrary, (i) all restricted shares and restricted stock units of Executive shall become 100% vested and all restrictions thereon shall lapse as of the Date of Termination and the Company shall promptly deliver such shares to Executive and (ii) each then outstanding stock option of Executive shall become 100% exercisable and, excluding any incentive stock option granted prior to the Effective Date, shall remain exercisable for the remainder of such option's term. C. Executive shall be fully vested in Executive's accrued benefits under all qualified pension, nonqualified pension, profit sharing, 401(k), deferred compensation and supplemental plans maintained by the Company without Cause for Executive's benefit, except to that the extent the acceleration of vesting of such benefits would violate any applicable law or require the Company to accelerate the vesting of the accrued benefits of all participants in such plan or plans, in which event the Company shall pay Executive a lump sum amount, in cash, within 15 days following the Date of Termination, equal to the present value of such unvested accrued benefits that cannot become vested under the plan for the reasons provided above. D. For the 36-month period following the Date of Termination (and such termination does not arise as a result of Executive’s death or Disabilitythe "COC Severance Period"), or (2) the Company shall continue to provide Executive voluntary resigns and Executive's eligible family members, based on the cost sharing arrangement between Executive and the Company on the Date of Termination, with Good Reason, then, subject medical and dental health benefits and disability coverage and benefits at least equal to those which would have been provided to Executive executing if Executive's employment had not been terminated or, if more favorable to Executive, as in effect generally at any time during such period. Notwithstanding the foregoing, if Executive becomes eligible to receive medical, dental and delivering disability benefits under another employer's plans during this COC Severance Period, the Company's obligations under this Section 5D shall be reduced to the Company (without revocation) a valid release extent comparable benefits are actually received by Executive during such period, and any such benefits actually received by Executive shall be promptly reported by Executive to the Company. In the event Executive is ineligible under the terms of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment Company's health and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, thatother welfare benefit plans or programs to continue to be so covered, the Company shall provide Executive with written notice of any substantially equivalent coverage through other sources or will provide Executive with a lump sum payment in such noncompliance and not less than 30 days to cureamount that, if curable)after all taxes on that amount, Executive shall be entitled equal to the following: 3.1. the Company shall continue to pay cost to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, providing Executive such benefit coverage. The lump sum shall be determined on a present value basis using the interest rate provided in accordance with Section 1274(b)(2)(B) of the Company’s regular payroll practices for a period of twelve (12) months commencing Code on the first payroll date following Date of Termination. E. Throughout the effectiveness term of the General Release (providedCOC Severance Period or until Executive accepts other employment, that, Executive shall not be treated including as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occursindependent contractor, the Company shall pay Executive with a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.new employer,

Severance Benefits. Subject (a) If the Executive's employment under this Agreement is terminated before the end of the Employment Period by the Corporation without Cause or by the Executive for Good Reason (as defined in Section 9.3(c)), the Corporation shall pay the Executive a lump sum cash payment, within thirty (30) days of the date of such termination, equal to Section 4 hereofthe sum of: (i) the aggregate amount of the Executive's unpaid Base Salary, if payable at the annual rate in effect on the termination date, through the end of the three (13) year Employment Period; (ii) an amount representing the Executive’s 's unpaid Annual Bonus amounts accrued through the date of termination; and (iii) an amount representing the Executive's unpaid Guaranteed Bonus prorated through date of termination plus fifty percent (50%) of the aggregate amount of the Executive's unpaid Guaranteed Bonus for the period commencing with the date of termination through the end of the three (3) year Employment Period. Additionally, COBRA benefits shall be provided at the expense of the Corporation commencing as of the date of termination and continuing for the applicable statutory period, but in no event to exceed an eighteen (18) month period. (b) If the Executive's employment under this Agreement is involuntarily terminated by the Company Corporation for Cause, by the Executive without Cause (and such termination does not arise as a result of Executive’s death Good Reason or Disability), if the Executive dies or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement becomes totally disabled (as defined below) and the General Release (provided, thatin Section 9.4), the Company Corporation shall provide only pay the Executive with written notice a lump sum cash payment within thirty (30) days of any the date of such noncompliance and not less than 30 days to curetermination, if curable), Executive shall be entitled equal to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for sum of: (i) a period of twelve (12) months following Executive’s 's unpaid Base Salary earned to the termination of employment, which shall be paid for by the Company and date; (ii) a subsequent period an amount representing the Executive's unpaid Annual Bonus amounts accrued through the date of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coveragetermination; and provided, further, that in (iii) an amount representing the event that Executive obtains other employment that offers comparable group health benefits, such continuation Executive's unpaid Guaranteed Bonus prorated to date of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivestermination.

Severance Benefits. Subject (a) If after a Change in Control, the Savings Bank shall terminate the Employee's employment other than Termination for Cause, or employment is terminated in the event of Involuntary Termination by the Employee, within 12 months following a Change in Control, the Savings Bank shall (i) pay the Employee his salary, including the pro rata portion of any incentive award, through the Date of Termination; (ii) continue to Section 4 hereofpay for the life, health and disability coverage that is in effect with respect to the Employee and his/her eligible dependents for (a) one year, if the Involuntary Termination occurs during the Initial Term or (1b) Executivetwo years if the Involuntary Termination occurs during the Second Term or (c) three years if the Involuntary Termination occurs during an Extended Term; and (iii) pay to the Employee in a lump sum in cash, within 25 business days after the later of the date of such Change in Control or the Date of Termination, (a) an amount equal to one year’s employment is involuntarily terminated Salary as in effect immediately prior to the Date of Termination if the Involuntary Termination occurs during the First Term, or (b) if the Involuntary Termination occurs during the Second Term, an amount equal to two times the Employee’s Salary as in effect immediately prior to the Date of Termination, or (c) if the Involuntary Termination occurs during an Extended Term, an amount equal to 299% of the Employee's "base amount" as determined under Section 280G of the Code; provided, however, that no payment shall be made under this Section 3(a) that would cause the Savings Bank to be "undercapitalized" for purposes of 12 C.F.R. 565.4 or any successor provision. Notwithstanding any other provision of this Agreement, if payments and the value of benefits received or to be received under this Agreement, together with any other amounts and the value of benefits received or to be received by the Employee, would cause any amount to be nondeductible by the Company without Cause or any of the Consolidated Subsidiaries for federal income tax purposes pursuant to or by reason of Section 280G of the Code, then payments and benefits under this Agreement shall be reduced (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled zero) to the following: 3.1. extent necessary so as to maximize amounts and the Company shall continue value of benefits to pay be received by the Employee without causing any amount to Executive Executive’s Annual Base Salary, less withholding become nondeductible pursuant to or by reason of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness Section 280G of the General Release Code. The Employee shall determine the allocation of such reduction among payments and benefits to the Employee. (provided, that, Executive b) The Employee shall not be treated required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by the Employee as an employee while receiving such amounts); 3.2. if the termination date occurs on or result of employment by another employer, by retirement benefits after the first day Date of Termination or otherwise. This Agreement does not constitute a contract of employment or impose on the Company or the Savings Bank any obligation to retain the Employee, to change the status of the third quarter of the fiscal year when such termination date occursEmployee's employment, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior or to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in change the Company’s group health plan (to 's or the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s Savings Bank's policies regarding termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.

Severance Benefits. Subject to Section 4 hereof, if (1) Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as Following a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of for any such noncompliance and not less than 30 days to cure, if curable)reason, Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salarypaid, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll next regular payday, his earned but unpaid salary, at his then effective rate, for services performed through the date of termination and, within thirty (30) days following the effectiveness of the General Release (providedtermination, thatany earned but unpaid incentive bonus for any previous completed year. In addition, upon a Qualifying Termination, Executive shall not receive the following benefits ('Severance Benefits'), less any amounts required to be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted withheld under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) law, for (i) a period of twelve (12) months following the Qualifying Termination (or such longer period provided herein) (the 'Severance Period'), subject to the conditions set forth in Section 3, Executive’s termination 's execution of employmenta Release Agreement, and the expiration of any revocation period therein related to a Qualifying Termination. If the Qualifying Termination occurs within six (6) months prior to or twelve (12) months following a Change in Control, as defined in Section 4.g, then the number of months in the Severance Period shall be eighteen (18) months and the amounts payable under Section 4.a shall be multiplied by 150% of the applicable base salary payable over such Severance Period (except as otherwise provided below). a. Company shall pay to Executive an amount equal to Executive's annual base salary as it existed prior to the Qualifying Termination (which shall be at least equal to Executive's base salary on the date of this Agreement and any higher amount established after the date of this Agreement). Notwithstanding the preceding provisions, in the event that Change in Control occurs as a result of the closing of the Merger Agreement, the amounts payable under this Section 4.a. shall be paid for by in the Company form of (i) a grant of the maximum number of shares of Company's common stock permitted to be awarded to Executive as an Other Stock-Based Award under the terms of section 11 of Company's 2004 Equity Incentive Plan, as amended, but in no event to exceed, in terms of the fair market value as of the date of such grant, the amounts required to be paid under this Section 4.a ('Severance Stock Award'), and (ii) a subsequent period single lump sum payment equal to the excess of six amounts required to be paid under this Section 4.a over the fair market value of the Severance Stock Award as of the date of grant of such award (6) months 'Severance Cash Award'). Notwithstanding the foregoing, if the Severance Stock Award is payable following such initial twelve the Effective Time (12) month period which as defined in the Merger Agreement), Symmetry Surgical shall pay to the Executive, in lieu of the Severance Stock Award and the Severance Cash Award, an amount in cash equal to the amounts required to be paid under this Section 4.a (the "Post-Closing Payment"). The Severance Stock Award, the Severance Cash Award and the Post-Closing Payment, as applicable, shall be paid within sixty (60) days of the date of the Qualifying Termination. Notwithstanding the preceding provisions of this Section 4.a, if for by any reason the Acquisition is not consummated, or the Merger Agreement is terminated or expires without the Acquisition having been completed, or Executive but and Symmetry Surgical fail to enter into a binding employment agreement as of the effective time of the Acquisition, then (I) the Severance Benefits shall cease to be payable in the form of Company common stock and shall be fully paid in cash, and (II) any Severance Stock Awards previously granted hereunder shall be immediately forfeited." b. Within thirty (30) days following the last day of any computation period under an incentive bonus plan or similar plan, Executive shall be paid a lump sum payment equal to (i) any bonus to which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid been entitled if Executive had remained employed through the payment date and had achieved all individual performance objectives, multiplied by (ii) a fraction, the denominator of which is the number of days in any such computation period and the numerator of which is the number of days during the computation period Executive remained an employee and an active participant in was employed by Company. By way of example, should the group health plan); provided that computation period be one year, during which Executive is eligible and remains eligible for COBRA coverage; and providedworked 75 days, furtherthen the fraction would be 75/365. Notwithstanding the preceding provisions of this Section 4.b, that in the event that Executive obtains other employment that offers comparable group health benefitsthe Acquisition is consummated, such continuation of coverage no amounts shall be payable by the Company under this Section 3.3 shall immediately cease; and4.b to the extent that the payment of such amounts has been assumed by Symmetry Surgical, Inc. under the terms of the Merger Agreement." 3.43. any earned but unpaid bonus for any prior completed bonus year Section 16 of the Agreement is amended to add the following language to the end thereof: "The parties acknowledge that the Severance Benefits payable under this Agreement, as amended, are intended to be exempt from or comply with Section 409A of the Code and the regulations and guidance promulgated thereunder to the extent applicable, and all provisions of this Agreement shall be payable when otherwise paid to construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code." 4. In all other Company executivesrespects the Agreement shall be and remain unchanged.

Severance Benefits. Subject to Section 4 hereof, if (1) Executive’s employment is involuntarily Employee shall only be entitled to Severance Benefits hereunder in the event that the Period of Employment shall be terminated (i) by Employee in accordance with Section 3(d) and subject to the terms of said Section 3(d) or (ii) by the Company without Cause (in accordance with Section 3(e) and subject to the terms of said Section 3(e). Upon full payment of and upon providing of such termination does not arise as a result Severance Benefits, Employee shall be deemed to have released the Company and each of Executive’s death its officers, directors and agents from any and all claims, liabilities or Disability), or causes of action in favor of the Employee arising in connection with his prior employment by the Company. (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release For purposes of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company "Severance Benefits" shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for mean a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) for a subsequent period of six (6) months of: (i) Employee's salary payable in accordance with the Company's payroll procedures pursuant to Section 2(a) following such initial twelve termination; (12ii) those benefits to which Employee is entitled pursuant to Section 2(f) hereof, including but not limited to medical benefits substantially similar to those provided Employee prior to termination of employment; and (iii) the vesting and right to exercise any stock options held by Employee at the time of termination. As a condition precedent to the continued vesting and exercisability of Employee's stock options during said six (6) month period which period, Employee agrees to perform, on request from the Company, up to ten (10) hours of consulting service per month during said six (6) month period. Subject to Employee fulfilling his consulting obligations to the Company as provided in this Section 3(f)(2) during the Severance Period (as defined-below), Employee shall be paid deemed to continue as employee of the Company during the Severance Period for by Executive but which will the purpose of such stock options, and such stock options shall thereafter terminate in accordance with their terms following expiration of the Severance Period. No additional compensation shall be subsidized payable by the Company for such consulting services beyond the Severance Benefits. The period in which Employee shall be entitled to Severance Benefits shall hereinafter be referred to as the "Severance Period." Notwithstanding any other provision herein, if Employee accepts employment at any entity or engages in any business activity that is or may be competitive with the Company (such that Executive’s cost or any affiliate thereof) prior to the end of such COBRA coverage for such six (6) month period will period, Employee shall then immediately inform the Company of such employment and immediately cease to be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; any continuing Severance Benefits, including any continued salary payments, medical benefits and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesoption or share vesting.

Severance Benefits. Subject to Section 4 hereof, if (1a) If the Executive’s employment is involuntarily terminated terminates by reason of a Triggering Event, (i) the Company without Cause will continue to pay the Executive base salary, at the rate in effect immediately prior to the Triggering Event, for twenty-four (and such 24) months (the “Salary Continuation”) following the date of the termination does not arise as a result of the Executive’s death or Disabilityemployment (the “Termination Date”), or (ii) the Company will pay the Executive, (x) the Executive’s annual target bonus for the calendar year in which the termination occurred, pro-rated based upon the number of days during such calendar year that the Executive had been employed prior to the Termination Date and (y) an amount equal to two (2) Executive voluntary resigns times his target bonus as in effect immediately prior to the Triggering Event, payable in equal installments over the twenty-four (24) months following the Termination Date in accordance with Good Reason, then, subject to Executive executing and delivering to the normal payroll practices of the Company (without revocationtogether the “Severance Bonus”), (iii) a valid release provided that the Executive timely elects continued medical coverage pursuant to Part 6 of claims in Subtitle B of Title I of the form attached hereto Employee Retirement Income Security Act of 1974, as Exhibit A amended, (“COBRA Coverage”), the Company will pay the cost of the Executive’s medical benefits for twenty-four (24) months following the Termination Date or, if earlier, until the Executive receives medical coverage through another employer (the “General ReleaseMedical Continuation Payments”), (iv) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide reasonable outplacement assistance to the Executive with written notice of any such noncompliance and an aggregate cost not less than 30 days to cure, if curableexceed $10,000 (the “Outplacement Assistance”), and (v) all outstanding stock options, stock appreciation rights, and restricted stock held by the Executive as of the Termination Date will accelerate and vest in full (the “Equity Acceleration, collectively with the Salary Continuation, the Severance Bonus, the Medical Continuation Payments, and the Outplacement Assistance, the “Severance Benefits”). (b) The Medical Continuation Benefits shall be entitled paid as follows: during the first eighteen (18) months following the Termination Date, the Company will pay the Executive a monthly amount equal to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salaryamount that, less withholding of after all applicable taxes are paid, is equal to the amount of his monthly COBRA premiums; following this period, the Company will pay the Executive a monthly amount equal to the amount that, after all applicable taxes are paid, is equal to the amount of the monthly medical insurance premiums paid by the Executive as an active employee immediately preceding the date of termination of employment. In the event that the Company’s payment of the Medical Continuation Benefits would subject the Company to any tax or penalty under the Patient Protection and other Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), or applicable deductionsregulations or guidance issued under the ACA or Section 105(h) of the Code, the Company and the Executive will work together in accordance good faith, consistent with the requirements for compliance with, or exemption from, Section 409A of the Code (“Section 409A”), to restructure such benefit. (c) Notwithstanding the foregoing, any obligation of the Company to provide the Severance Benefits is conditioned on the Executive’s (i) continuing through the Termination Date to perform his or her job duties satisfactorily and otherwise complying with the Company’s regular payroll practices for rules and policies, (ii) signing a period separation agreement on terms and conditions satisfactory to the Company, which separation agreement will contain among other items a general release of twelve claims (12the “Release of Claims”) months commencing and will incorporate and affirm the Executive’s compliance with his or her obligations set forth in the Restrictive Covenant Agreement and must become effective not later than the sixtieth (60th) day following the Termination Date, and (iii) continuing to comply with his or her obligations to the Company and its affiliates that survive termination of the Executive’s employment, including without limitation pursuant to the Restrictive Covenant Agreement. The Executive’s timely execution and non-revocation of the Release of Claims and compliance with the Restrictive Covenant Agreement are conditions precedent to the Executive’s right to receive and retain the Severance Benefits. The Release of Claims will create legally binding obligations on the part of the Executive, and the Company therefore advises the Executive to seek the advice of an attorney before signing the Release of Claims. (d) Subject to Section 8 below, any Severance Benefits to which the Executive is entitled hereunder that would otherwise be paid to the Executive in the sixty (60) days following the Termination Date will be paid in a lump sum on the first regular payroll date of the Company following the effectiveness of sixtieth (60th) calendar day following the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesTermination Date.

Severance Benefits. Subject to Section 4 hereof, if (1) a. If the Executive’s 's employment hereunder is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of Executive’s death Corporation for any reason other than Cause, death, or Disability), or (2) by the Executive voluntary resigns with Good Reasonin the event of a Constructive Discharge or in the event of Retirement, in any case, at any time during the Coverage Period, then, (i) within five business days after such termination, subject to Executive executing and delivering the Corporation shall pay to the Company Executive (without revocation) a valid release of claims in or if the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such Executive dies after termination of employment but before receiving all payments to which he has become entitled hereunder, to the estate of the Executive) the following amounts: (A) accrued but unpaid salary and accrued but unused vacation; and (B) a lump sum cash amount equal to two and one-half times the Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, 's Compensation; and (ii) the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the followingfollowing additional severance benefits: 3.1. (A) restrictions on all restricted stock granted prior to the Company Change in Control and beneficially owned by the Executive shall continue to pay to Executive Executive’s Annual Base Salary, less withholding lapse immediately; (B) outplacement services commencing within 12 months of all applicable taxes the Starting Date and other applicable deductions, in accordance with the Company’s regular payroll practices extending for a period of twelve not more than 12 months, the scope and provider of which shall be selected by the Executive in his sole discretion (12but at a total cost to the Corporation of not more than $12,000); and (C) for a period commencing with the month in which termination of employment shall have occurred and ending 24 months commencing on thereafter, the first payroll date following Executive and, as applicable, the effectiveness Executive's covered dependants shall be entitled to all benefits under the Corporation's welfare benefit plans (within the meaning of Section 3(1) of the General Release (providedEmployee Retirement Income Security Act of 1974, thatas amended), as if the Executive were still employed during such period, at the same level of benefits and at the same dollar cost to the Executive as is available to all of the Corporation's senior executives generally. If and to the extent that equivalent benefits shall not be treated as payable or provided under any such plan, the Corporation shall pay or provide equivalent benefits on an employee while receiving such amounts);individual basis. The benefits provided in accordance with this Section 3(a)(ii)(C) shall be secondary to any comparable benefits provided by another employer. 3.2. b. Notwithstanding anything to the contrary contained in this Agreement, if the termination date occurs on or after Executive voluntarily terminates employment for any reason (unless, prior to such termination, the Corporation has given notice to the Executive that it intends to terminate the Executive's employment for Cause) in the first day full calendar month following the one year anniversary of the third quarter Change in Control, the Corporation shall pay to the Executive (or the Executive's estate upon death) the amounts and provide to the Executive the benefits provided under Section 3(a); provided, however, the lump sum amount calculated under Section 3(a)(i)(B)shall be multiplied by 2/3, and the welfare benefits provided pursuant to Section 3(a)(ii)(C) shall continue for 18 months rather than 24 months. (i) If Independent Tax Counsel (as that term is defined below) shall determine that the aggregate payments and benefits provided to the Executive pursuant to this Agreement and any other payments and benefits provided to the Executive from the Corporation, any Subsidiary and/or plans of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion Corporation and/or its Subsidiaries which constitute "parachute payments" as defined in Section 280G of the fiscal year worked prior Code, or any successor provision thereto ("Parachute Payments") would be subject to termination of employment based on actual performance achieved as determined as the excise tax imposed by Section 4999 of the end of Code (the "Excise Tax"), then such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended Parachute Payments shall be reduced (“COBRA”but not below zero) continued participation in the Company’s group health plan (but only to the extent permitted necessary so that no portion thereof shall be subject to the Excise Tax. The determination of the Independent Tax Counsel under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for this subsection (i) shall be final and binding on all parties hereto. Unless the Executive gives prior written notice specifying a period different order to the Corporation to effectuate the limitations described above, the Corporation shall reduce or eliminate the Parachute Payments by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating other Parachute Payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the employment termination date. Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of twelve (12) months following any other plan, arrangement of agreement governing the Executive’s termination 's rights and entitlement to any benefits or compensation. For purposes of employmentthis Section 3(c), which "Independent Tax Counsel" shall mean a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Corporation and shall be reasonably acceptable to the Executive, and whose fees and disbursements shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesCorporation.

Severance Benefits. Subject (a) In the event that Executive's employment hereunder is terminated during the period beginning on and including the Effective Date and ending on or prior to Section 4 hereofthe expiration of the Term by ServiceMaster without Cause or by Executive for Good Reason, if then ServiceMaster, subject to Executive's execution of a release in the form of Exhibit B, shall pay to Executive within 30 days after the Date of Termination, as compensation for services rendered to ServiceMaster and its affiliated companies, a lump sum cash amount equal to the sum of subsections (1)-(4) below, subject to any applicable payroll or other taxes required to be withheld and, in addition, shall provide to Executive the benefits set forth under subsection (5) below: (1) Executive’s employment is involuntarily terminated by 's full annual Base Salary through the Company without Cause Date of Termination and annual bonus and CPP bonus earned with respect to the fiscal year immediately prior to the fiscal year in which the Date of Termination occurs, in each case to the extent not previously paid (and such termination does not arise as a result of Executive’s death or Disabilitybut after giving effect to any amounts that would be deferred pursuant to the ServiceMaster deferred compensation plan), or ; plus (2) Executive voluntary resigns with Good Reasontwo (2) times Executive's highest annual Base Salary in effect during the Term; plus (3) two (2) times Executive's highest target annual bonus during the Term; plus (4) reimbursement of Executive's expenses pursuant to Section 4(g); plus (5) continuation of medical insurance, thendental insurance, subject to Executive executing accidental death and delivering to dismemberment insurance, vision insurance and disability insurance, if any, through and including the Company (without revocation) a valid release date that is two years after the Date of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (Termination; provided, however, that in no event shall the foregoing benefits continue after May 6, 2012, except that, after the Company shall provide Executive with written notice end of any such noncompliance and not less than 30 days to cure, if curable)the continuation period described above, Executive shall be entitled to continue coverage of such benefits covered by Federal continuation coverage requirements (COBRA) for the following:full COBRA period. In the event Executive's employment hereunder is terminated on or after Executive's fifty-sixth birthday (May 6, 2010), the amount payable in accordance with subsections (2)-(3) shall be reduced by multiplying such amount by a fraction, the numerator of which is the number of days from but excluding May 6, 2010 to and including the Date of Termination and the denominator of which is 730. 3.1. (b) In the Company event that Executive's employment hereunder is terminated during the period beginning on and including the Effective Date and ending on or prior to the expiration of the Term by ServiceMaster for Cause or by Executive for any reason other than Good Reason, including by reason of retirement, death or disability, then ServiceMaster shall continue to pay to Executive (or Executive’s Annual 's executors, legal representatives or administrators in the event of Executive's death) within 30 days after the Date of Termination or date of death, as compensation for services rendered to ServiceMaster and its affiliated companies, a lump sum cash amount equal to the sum of subsections (1)-(2) below, subject to any applicable payroll or other taxes required to be withheld: (1) Executive's full annual Base Salary, less withholding Salary through the Date of all applicable taxes and other applicable deductionsTermination or date of death plus, in accordance the event Executive's employment is terminated by reason of death or disability, Executive's annual bonus and CPP bonus earned with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of respect to the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of immediately prior to the fiscal year worked prior to termination in which the Date of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985Termination occurs, as amended (“COBRA”) continued participation in the Company’s group health plan (each case to the extent permitted under applicable law and not previously paid (but after giving effect to any amounts that would be deferred pursuant to the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health ServiceMaster deferred compensation plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation plus (2) reimbursement of coverage by the Company under this Executive's expenses pursuant to Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives4(g).

Severance Benefits. Subject (a) Upon termination of this Agreement regardless of any reason, including Cause, Executive will receive (i) continuation of health insurance benefits to Section 4 hereofthe extent permitted by applicable law, if and (1ii) Executiveany Base Salary earned, but unpaid, any unused vacation time, any Incentive Bonus earned, but unpaid, from a prior calendar year, and any business expenses incurred in accordance with TCP’s employment reasonable requirements with respect to the reporting and documentation of such expenses, but not yet reimbursed, up to the date of termination and, except as set forth below or in any applicable benefit or option plan or as otherwise required by law, TCP shall have no further payment obligations hereunder. Executive shall also be entitled to receive severance benefits described below: (b) If (x) the Term of Employment expires and this Agreement is involuntarily terminated not renewed by the Company without Cause (and such termination does other than because the Executive gave notice of his election not arise as a result to renew the Term of Executive’s death or DisabilityEmployment), or (2y) this Agreement and Executive’s employment hereunder is terminated by TCP before the expiration of the Term without Cause pursuant to Section 7(d), or by Executive voluntary resigns with for Good ReasonReason as defined in Section 7(e) (any such event in (x) or (y), thena (“Termination Event”), subject to Executive executing shall receive or be entitled to, conditioned on the Executive’s execution, delivery and delivering to non-revocation (and the Company (without expiration of any applicable period of revocation) of a valid release of claims in the form attached hereto as Exhibit A A, within thirty (30) days of the “General Release”) no later than 21 days following such termination date of employment and Executive’s compliance in the Termination Event, all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. (i) For a period of thirty-six months (36) months from the Company shall continue to pay to Executive date of the Termination Event (the “Severance Period”), continued payment of Executive’s Annual then Base Salary, less withholding of all applicable taxes and other applicable deductions, Salary in regular installments in accordance with the Company’s regular payroll practices and procedures for a its executive and management level employees, as then in effect; and (ii) The earned but unpaid Incentive Bonus for the preceding fiscal year before the Termination Event, and an additional amount equal to 100% of the Incentive Bonus that would have been payable to Executive for the fiscal year in which the Termination Event occurred had Executive remained an employee of the Company through the end of such fiscal year and assuming target performance (provided however, no such amount shall become payable until the date it is calculated for the full fiscal year pursuant to Section 3(b) above); and (iii) To the full extent permitted under the terms of the plan under which such equity awards were granted and applicable law, all restricted share units, stock options or other equity awards held by Executive as of the date of termination shall become fully vested and/or fully earned, with any exercise period applicable to any such equity award being extended through the end of twelve the Severance Period; and (12iv) months commencing A lump sum payment equal to thirty-six times the full monthly premium for coverage in effect at the time of the Termination Event under TCP’s medical, dental, and other health benefit plans; and (v) Executive shall be paid on the date Executive’s employment is terminated any accrued or unused vacation; and (vi) Payments provided above shall commence or be paid beginning on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first 30th day following the date of the third quarter Termination Event. (vii) Notwithstanding anything to the contrary contained herein including in clause (vi) above, if TCP has any stock which is publicly traded on an established securities market or otherwise and the Executive is a “specified employee” of TCP within the meaning of Section 409A of the fiscal year when such termination Code and the Treasury Regulations thereunder, any payments that would otherwise be paid during the six month period following the date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination Termination Event that constitute “deferred compensation” within the meaning of employment based on actual performance achieved as determined as Section 409A of the end Code and the Treasury Regulations thereunder, taking into account all applicable exceptions such as the exception for an involuntary separation from service set forth in Treasury Regulations Section 1.409A-1(n), will be deferred and paid on the date which is six months and one day following the date of the Termination Event. The first such year deferred payment shall include all payments that otherwise would have been due and payable when bonuses are generally during the six month period following the date of the Termination Event. (c) In the event of Executive’s death during the Severance Period all remaining payments shall be paid to other Company executives; 3.3. subject in a lump sum to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesestate.

Severance Benefits. Subject (a) If after a Change in Control, the Savings Bank shall terminate the Employee's employment other than Termination for Cause, or employment is terminated in the event of Involuntary Termination by the Employee, within 12 months following a Change in Control, the Savings Bank shall (i) pay the Employee her salary, including the pro rata portion of any incentive award, through the Date of Termination; (ii) continue to Section 4 hereofpay for the life, health and disability coverage that is in effect with respect to the Employee and her eligible dependents for two years if the Involuntary Termination occurs during any Term; and (iii) pay to the Employee in a lump sum in cash, within 25 business days after the later of the date of such Change in Control or the Date of Termination, an amount equal to two year’s Salary as in effect immediately prior to the Date of Termination if the Involuntary Termination occurs during any Term. Notwithstanding the foregoing (1) Executive’s employment is involuntarily terminated no payment shall be made under this Section 3(a) that would cause the Savings Bank to be "undercapitalized" for purposes of 12 C.F.R. 565.4 or any successor provision, (2) all payments under this Section 3(a) shall be subject to and limited to the provisions of this Agreement, and (3) no payment shall be made unless the Employee enters into a Release Agreement substantially in the form provided for in Exhibit 1. (b) Notwithstanding any other provision of this Agreement, if payments and the value of benefits received or to be received under this Agreement, together with any other amounts and the value of benefits received or to be received by the Employee, would cause any amount to be nondeductible by the Company without Cause or any of the Consolidated Subsidiaries for federal income tax purposes pursuant to or by reason of Section 280G of the Code, then payments and benefits under this Agreement shall be reduced (and such termination does not arise as a result of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled zero) to the following: 3.1. extent necessary so as to maximize amounts and the Company shall continue value of benefits to pay be received by the Employee without causing any amount to Executive Executive’s Annual Base Salary, less withholding become nondeductible pursuant to or by reason of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness Section 280G of the General Release Code. The Employee shall determine the allocation of such reduction among payments and benefits to the Employee. (provided, that, Executive c) The Employee shall not be treated required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by the Employee as an employee while receiving such amounts); 3.2. if the termination date occurs on or result of employment by another employer, by retirement benefits after the first day Date of Termination or otherwise. This Agreement does not constitute a contract of employment or impose on the Company or the Savings Bank any obligation to retain the Employee, to change the status of the third quarter of the fiscal year when such termination date occursEmployee's employment, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior or to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in change the Company’s group health plan (to 's or the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s Savings Bank's policies regarding termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.

Severance Benefits. Subject to Section 4 hereof, if (1) In the event of the termination of Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result of or Executive’s death or Disability), or (2) Executive voluntary resigns with resignation for Good Reason, then, subject to Executive executing and delivering to in each case such termination results in a “separation from service” with the Company within the meaning of Treasury Regulations Section 1.409A-1(h) (without revocationregard to any permissible alternative definition thereunder) a valid release of claims in the form attached hereto as Exhibit A (the an “General ReleaseInvoluntary Termination”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of within twelve (12) months commencing on the first payroll date immediately following the effectiveness effective date of a Change in Control, in lieu of the General Release (provided, thatSeverance Benefits provided in Sections 5.2 and 5.4 herein, Executive shall not be treated as an employee while receiving such amounts); 3.2. if will receive the termination date occurs on or after following benefits (the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRAChange in Control Benefits”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for ): (i) a period lump sum cash severance payment equal to six (6) months of Executive’s then current annual base salary, less applicable withholdings and deductions; (ii) a lump sum cash severance payment equal to one-half (1/2) times Executive’s annual target bonus potential, less applicable withholdings and deductions; (iii) if Executive timely elects continued Company-provided group health insurance coverage pursuant to federal COBRA law, the Company will pay Executive’s COBRA premiums sufficient to maintain her group health insurance coverage in effect as of the date of the Involuntary Termination for twelve (12) months following the Involuntary Termination, provided that the Company’s obligation to continue to pay Executive’s COBRA premiums hereunder will cease immediately upon Executive’s eligibility for equivalent group health insurance coverage through a new employer; (iv) Executive will have the ability to exercise any vested stock options (including the Option) granted to Executive by the Company until thirty-six (36) months following the date of the Involuntary Termination or the expiration of the term of any such option, whichever occurs earlier; and (v) the vesting of all of Executive’s outstanding equity awards (including the Option) shall be accelerated so that they vest in full and the Company’s right to repurchase any earlier exercised shares, if applicable, shall lapse. As a condition precedent to Executive’s receipt of the Change in Control Benefits, Executive must properly execute, and not revoke or attempt to revoke, the Release described in Section 6 within sixty (60) days following the date of her termination of employment. Notwithstanding the foregoing, if the Company, in its sole and absolute discretion, determines that it cannot provide the foregoing subsidy of COBRA premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall instead provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive otherwise would be required to pay to continue group health coverage, which payment shall be paid for by made regardless of whether Executive elects COBRA continuation coverage and shall end on the Company and (ii) a subsequent period earlier of six (6) months following such initial twelve (12) month period the date upon which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation and the last day of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivestwelfth (12th) calendar month following termination.

Severance Benefits. Subject to Section 4 hereof, if (1) If the Employer terminates the Executive’s employment is involuntarily terminated by under this Agreement for any reason other than for Cause the Company without Cause Employer shall pay or provide to the Executive, promptly after the Termination Date, the severance benefits described in subparagraphs (i), (ii) and (iii) below, subject to the conditions in subparagraphs (iv) through (vii) below: (i) Provided that the Executive timely and properly elects continuation coverage under Code Section 4980B (“COBRA”), the Employer shall reimburse the Executive for an amount equal to the monthly COBRA premium for the Executive and his covered dependents, to the same extent as the Employer contributed to such termination does not arise premium while the Executive was an active employee, for the period beginning on the Termination Date and ending on the earlier of (A) the later of (x) the expiration of the Executive’s, or his applicable dependents, as a result the case may be, COBRA coverage or (y) the twenty-four month anniversary of the Executive’s death or Disability)separation from service, provided that the date specified in subclause (B) has not occurred and Executive has exhausted available COBRA coverage for reasons other than non-payment, or (2B) the date the Executive voluntary resigns with Good Reasonor such dependents, thenas the case may be, first become eligible for coverage under another group health plan of another employer. Nothing in the foregoing sentence shall require the Employer to allow Executive or his eligible dependents to continue participation under the Employer’s group health plan following the end of the maximum period of continuation coverage available under COBRA. To the extent these reimbursements are subject to Executive executing and delivering Section 409A, then such expenses must be incurred before the last day of the second taxable year following the taxable year in which the termination occurred, provided that any reimbursement for such expenses be paid before the Executive’s third taxable year following the taxable year in which the termination occurred. Notwithstanding the foregoing, if at any time the provision of such reimbursements is or becomes prohibited by applicable law, as determined by the Employer in its sole reasonable discretion, the parties shall cooperate in good faith to reform this provision to conform to applicable law but provide, to the Company (without revocation) extent practicable, a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled similar benefit to the following:Executive. 3.1. the Company (ii) The Employer shall continue to pay to Executive the Executive, for twenty-four months (the “Subsequent Period”), the Executive’s Annual Base Salary, less withholding Salary as of all applicable taxes and other applicable deductionsthe Termination Date, in accordance with the CompanyEmployer’s regular generally applicable payroll practices for a period of twelve (12) months policies, commencing on the first regularly scheduled payroll date following the effectiveness 60-day anniversary of the General Executive’s separation from service, with the first installment including the amounts for the first two months following separation from service, subject to subparagraph (vi); and (iii) The Employer shall pay the Executive an aggregate amount equal to two times the Executive’s Average Annual Bonus, whether paid in cash, FNB common stock or other form, but excluding any payments or accruals under the Employers’ long-term incentive plans, divided into equal installments, payable on regularly scheduled payroll dates consistent with Company’s payroll practices for the duration of the Subsequent Period. For purposes of this subparagraph, the Executive’s Average Annual Bonus shall mean an amount determined by dividing the total of the annual amounts paid to the Executive as a Bonus for the last three completed fiscal years ending within the Term by three or, if less than three (3) completed years, the total annual amount paid to the Executive as a Bonus for the lesser number of completed years divided by the lesser number of completed years. (iv) Prior to receiving any payment, coverage or benefit as provided in this paragraph 5(c), the Executive shall execute and deliver a Release within sixty (provided60) days following separation to the Employer in the form provided by the Employer. (v) If the Employer is obligated to pay amounts or provide benefits to the Executive under this paragraph 5(c), that, the Executive shall not be treated entitled to severance under any other employee benefit plan of the Employer or its Affiliates. (vi) Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 through A 6. To the extent the Executive would otherwise be entitled to any payment or benefit that under this Agreement constitutes “deferred compensation” subject to Section 409A and that if paid or provided during the six (6) months beginning on the date of the Executive’s separation from service would be subject to the Section 409A additional tax because the Executive is a “Specified Employee” (within the meaning of subparagraph (vii) below and as an employee while receiving such amounts); 3.2. if determined by the termination date occurs Employers) the payment or benefit will be accumulated and paid or provided (or will commence being paid or provided, as applicable) to the Executive on or after the earlier of (i) the first day of the third quarter of seventh (7th) month following the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election date of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and separation from service or (ii) a subsequent period the Executive’s death. (vii) For purposes of six this Agreement, “Specified Employee” has the meaning given that term in Section 409A and Treas. Reg. 1.409A-1(i) (6or any similar or successor provisions). The Employer’s “specified employee identification date” (as described in Treas. Reg. 1.409A-1(i) months following such initial twelve (123)) month period which shall be paid for by Executive but which will be subsidized by December 31 of each year, and the Company Employer’s “specified employee effective date” (such that Executive’s cost of such COBRA coverage for such six (6as described in Treas. Reg. 1.409A-1(c)(i)(4) month period or any similar or successor provisions) will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation February 1 of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executiveseach succeeding year.

Severance Benefits. Subject to Section 4 hereofUpon and/or following the Separation Date, if (1) Executive’s employment is involuntarily terminated by as applicable, the Company without Cause (shall pay or provide you any earned but unpaid base salary, incentive compensation earned but not yet paid, unpaid expense reimbursements and such termination does not arise as a result any vested benefits you may have under any employee benefit plan. Provided that the you execute the Release of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form Claims Agreement attached hereto as Exhibit A B (the “General Release”) no later than 21 within twenty-one (21) days following such termination of employment but no earlier than the Separation Date and Executive’s do not revoke it, and subject to your continued compliance in all material respects with Executive’s covenants the terms of this Separation Agreement and obligations contained in this Agreementthe Consulting Agreement (provided, that any alleged non-compliance, if reasonably capable of cure, will be disregarded for all purposes if you reasonably cure such alleged non-compliance within thirty (30) days following the date the Company provides written notice to you of such alleged non-compliance, which notice shall include reasonable detail of the circumstances related thereto), the Restricted Activities Agreement Company will, in lieu of, and in complete satisfaction of, any rights related to the termination of your employment that you may or may not have under or with respect to the employment agreement dated as of May 3, 2016, by and between you and Company (the “Employment Agreement”), or any other agreement entered into by you and the Company, provide you with the following benefits (the “Severance Benefits”): (a) you will receive severance in the aggregate amount of (x) $700,000 plus (y) the Prorated Bonus (as defined below) less (z) applicable tax withholdings and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, payable in twenty-eight (28) equal installments in accordance with the Company’s regular normal payroll practices for a during the 14-month period of twelve (12) months commencing on the first payroll date following the effectiveness of Separation Date; and (b) if you are eligible for, and elect to receive, continued coverage for yourself and, if applicable, your eligible dependents under the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to ExecutiveCompany’s timely election of continuation coverage under group health benefits plan(s) in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall directly pay the provider for eighteen (18) continued participation months (or, if less, for the period you are eligible for such COBRA continuation coverage) for the excess of (x) the amount that you are required to pay monthly to maintain such COBRA continuation coverage, over (y) the amount that you would have paid monthly to participate in the Company’s group health plan (benefit plan(s) had you continued to be an employee of the extent permitted under applicable law and Company, provided, that the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which Company in addition shall pay to you an amount sufficient to cover any additional taxes to be paid for by the Company and (ii) you on any amounts that are imputed in income in connection with such payment of a subsequent period portion of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; premiums, and provided, further, that the Company’s payment of a portion of COBRA premiums described in this provision shall terminate earlier as of the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus date on which you become eligible for any prior completed bonus year shall be payable when otherwise paid to other Company executiveshealth benefits as a result of subsequent employment or service.

Severance Benefits. Subject to Section 4 hereof(a) In the event of termination or Constructive Termination as described herein, if (1) Executive’s of the employment is involuntarily terminated of the Executive by the Company without Cause (and such termination does not arise as a result of Executive’s death or Disability)for any reason other than for cause, or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined belowin Paragraph 10(e) and the General Release below (provided, that“For Cause”), the Company shall provide make to the Executive with written notice continued payments for twelve months after the Effective Date of termination or Constructive Termination, each payment in an amount equal to one-twelfth of the Executive’s Base Annual Salary through 2004. If such termination occurs beyond December 31st, 2004 the Severance Benefit shall be continued payments for twelve months after the Effective Date of termination or Constructive Termination, each payment in an amount equal to one-twelfth of the Executive’s annual salary in effect on the effective date of termination or Constructive Termination plus the Target Bonus amounts as described herein as Section 7(a), (1) and (4) plus the annualized amount of any such noncompliance and not less than 30 days to cure, if curableremaining Signing Bonus installment described in Paragraph 5 herein(“Signing Bonus Installment”), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occursAdditionally, the Company shall pay Executive a prorated annual bonus waive the cost for the portion Executive to continue his Healthcare Plan coverage with the Company should he decide to exercise his right to do so in accordance with Title X of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Such waiver of cost shall cease upon the earlier of 12 months from the effective date of such coverage or the date in which the Executive obtains equivalent coverage elsewhere. (b) continued participation In the event of a termination of the employment of the Executive by the Company within the first twelve months of the Employment Period for any reason other than For Cause, in addition to the payments and benefits set forth in Paragraph 10(a) above, the vesting of the Stand Alone Stock Options shall be accelerated so that upon the Executive’s termination one forty-eighth (1/48th) of the Stand Alone Options shall be vested for each full month of the Executive’s employment. In the event of a termination of the employment of the Executive by the Company after the first twelve months of the Employment Period for any reason other than for cause, in addition to the payments and benefits set forth in Paragraph 10(a) above, the vesting period of the then unvested Stand Alone Stock Options shall be accelerated by 12 months. (c) If, prior to a Change of Control, Executive’s employment with the Company is terminated by the Company other than for (x) For Cause, (y) Executive’s death, or (z) Executive’s Disability, then, in place of but not in addition to the amounts described in 10(a) and (b) herein and subject to Executive executing and not revoking a standard form of mutual release of claims with the Company, (A) Executive’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive Stock Option (and Executive’s eligible dependentsany other stock option, not to include the Performance-Based Stock Option, granted to Executive following the commencement of Employment Period) for (i) a period of shall have its vesting accelerated to receive an additional twelve (12) months following of vesting, provided, that, if such employment termination takes place within twelve (12) months from the commencement of the Employment Period, then Executive’s Stock Option shall have its vesting accelerated such that 50% of the shares underlying such Stock Option shall vest; (B) Executive shall receive continued payments of the Base Salary plus the pro rata portion of the Target Bonus plus the Signing Bonus Installment earned by Executive in the time employed during such year, less applicable withholding, in accordance with the Company’s standard payroll practices; (C) the Company shall waive the cost for the group health, dental and vision plan continuation coverage premiums for the Executive and his covered dependents under COBRA through the lesser of (x) twelve (12) months from the date of Executive’s termination of employment, or (y) the date upon which shall be paid for by Executive and his covered dependents obtain similar coverage elsewhere. (d) If, on or within the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized immediately following a Change of Control, Executive’s employment with the Company is terminated by the Company other than for (x) Cause, (y) Executive’s death, or (z) Executive’s disability, then, in place of but not in addition to the amounts described in 10(a) and (b) herein and subject to Executive executing and not revoking a standard form of mutual release of claims with the Company, (A) Executive’s Stock Option shall have its vesting accelerated such that 100% of the shares underlying such Stock Option shall vest; (B) Executive shall receive continued payments of the Base Salary plus the Signing Bonus Installment plus the pro rata portion of the Target Bonus earned by Executive in the time employed during such year, less applicable withholding, in accordance with the Company’s standard payroll practices; (C) the Company shall waive the cost for the group health, dental and vision plan continuation coverage premiums for the Executive and his covered dependents under COBRA through the lesser of (x) twelve (12) months from the date of Executive’s cost termination of such COBRA employment, or (y) the date upon which Executive and his covered dependents obtain similar coverage for such six (6) month period elsewhere. The Company will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation take reasonable actions upon Change of coverage Control to avoid any excise tax or related penalties under IRC Section 280G or Section 4999. Unless otherwise agreed by the Executive, the Company under this Section 3.3 shall immediately cease; and 3.4. may not reduce the value of any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid payment to other Company executivesthe Executive as required by Change of Control.

Severance Benefits. Subject to Section 4 hereof(a) If after a Change in Control, if the Bank shall terminate the Employee's employment (1) Executive’s employment is involuntarily terminated by the Company without Cause (and such termination does not arise as a result other than on account of Executive’s death or DisabilityTermination for Cause), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims employment is terminated in the form attached hereto as Exhibit A (event of Involuntary Termination by the “General Release”) no later than 21 days Employee, within 12 months following such termination of employment and Executive’s compliance a Change in all material respects with Executive’s covenants and obligations contained in this AgreementControl, the Restricted Activities Agreement Bank shall (as defined belowi) and pay the General Release Employee his base salary through the Date of Termination; (provided, that, ii) pay the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days Employee an amount equal to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve one times his base salary (12) months commencing on the first payroll date following the effectiveness of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end Date of Termination, and disregarding any incentive or other extraordinary compensation, such year payable when bonuses are generally amount being referred to herein as "Base Salary"), with such amount being paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) ratably over a period of twelve one year, commencing on the Employee's Date of Termination (12the "One-Year Period"); (iii) months following Executive’s termination pay the Employee's prorated portion of employmentany incentive or bonus payments, with such payments being made ratably over the One-Year Period; (iv) continue to provide, at the Bank's expense, for the One-Year Period, the medical, dental, vision and disability insurance coverage that would have been provided to the Employee had he remained employed with the Bank (subject to the availability of such insurance to the Employee, and if such insurance is not available to the Employee, a cash equivalent benefit shall be provided, which shall be paid for by ratably over the Company One-Year Period); and (iiv) pay to the Employee in a subsequent period lump sum in cash, within 25 days after the later of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost date of such COBRA coverage for such six (6) month period will be Change in Control or the same as Executive would have paid had Executive remained Date of Termination, an employee and an active participant in amount equal to 0.99 times the group Employee's Base Salary. Notwithstanding the foregoing, if the Bank's providing continuing health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company insurance benefits under this Section 3.3 3(a) would violate the nondiscrimination requirements under the Patient Protection and Affordable Care Act and the regulations and guidance of general applicability issued thereunder ("PPACA"), so as to result in the imposition of penalties under the PPACA, then the Bank shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year revise this Section 3(a) in such manner as is necessary to comply with the PPACA, provided that such reformation provides the Employee with an equivalent economic benefit had this sentence not applied (determined without regard to tax consequences) and does not result in a violation of Section 409A. All payments due hereunder shall be payable when otherwise paid subject to applicable tax and other Company executiveswithholdings. No payment shall be made under this Section 3 unless the Employee timely executes a release substantially in the form attached as Exhibit A hereto. Payments under this Section 3 are subject to the restrictions and conditions set forth in this Agreement. (b) The Employee shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by the Employee as the result of employment by another employer, by retirement benefits after the Date of

Severance Benefits. (i) Subject to Section 4 hereofparagraphs 11 and 23 of this Agreement, if in the event of automatic termination based upon a Change in Control under paragraph 9 (1a) (viii), then Executive shall receive Change in Control benefits consisting of (A) a cash payment in an amount equal to two (2) times Executive’s employment is involuntarily terminated by 's then current Base Salary and maximum eligible bonus compensation under paragraph 8 (b), less applicable withholding deductions, payable in lump sum promptly after sixty (60) days following such termination, but in no event later than March 15 following the Company without Cause end of the calendar year that includes such termination; and (B) continuation of group health, vision and such termination does not arise as a result dental insurance coverages specified in paragraph 8 (d) (i) of this Agreement for Executive and fifty percent (50%) of the costs of Executive’s death or Disabilitydependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bill No. 1401 (2“Cal-COBRA”), with one hundred percent (100%) Executive voluntary resigns with Good Reason, then, subject of premiums for the insurance coverages payable by the Bank or Bancorp monthly to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on from the first payroll date following of termination. Notwithstanding the effectiveness foregoing or any other provision in this Agreement to the contrary, the obligation of the General Release Bank or Bancorp to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of twelve (provided, that12) months from the date of termination or the date of commencement of comparable insurance coverages for Executive by another employer. After such expiration date, Executive shall have such rights to continue to participate under the Bank’s group health benefits plan at Executive’s expense as may be available under COBRA or Cal COBRA. Executive agrees to notify the Bank as soon as practicable, but not be treated as less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank any amounts paid by the Bank to or for the benefit of Executive that overlap the coverages provided by the other employer. (ii) Subject to paragraphs 11 and 23 of this Agreement, termination by the Bank and Bancorp of this Agreement and Executive’s employment under paragraph 9 (b), other than in connection with an employee while receiving such amounts); 3.2. if event constituting automatic termination; then Executive shall receive severance benefits consisting of (A) a cash payment in an amount equal to 100% of Executive's then current Base Salary during the year the termination date occurs on occurs, less applicable withholding deductions (in addition to accrued Base Salary, incentive compensation, or other payments, if any, due Executive), payable in lump sum promptly after the first day of the third quarter of the fiscal year when sixty (60) days following such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of (but in no event later than March 15 following the end of the calendar year that includes such year payable when bonuses are generally paid to other Company executives; 3.3. subject to termination) calendar years preceding the termination and (B) continuation of group health, vision and dental insurance coverages specified in paragraph 8 (d) (i) of this Agreement for Executive and fifty percent (50%) of the costs of Executive’s timely election of continuation coverage under the dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted ), or under applicable California law and pursuant to Assembly Bill No. 1401 (“Cal-COBRA”), with one hundred percent (100%) of premiums for the terms of such plan) which covers insurance coverages payable by the Bank or Bancorp monthly to Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination from the date of employmenttermination. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, which the obligation of the Bank or Bancorp to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall be paid for by terminate at the Company and (ii) a subsequent period earlier of six (6) months following such initial the expiration of twelve (12) month period which months from the date of termination or the date of commencement of comparable insurance coverages for Executive by another employer. After such expiration date, Executive shall have such rights to continue to participate under the Bank’s group health benefits plan at Executive’s expense as may be available under COBRA or Cal COBRA. Executive agrees to notify the Bank as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank any amounts paid for by Executive but which will be subsidized by the Company Bank to or for the benefit of Executive that overlap the coverages provided by the other employer. (such iii) Executive acknowledges and agrees that severance benefits pursuant to this paragraph 9 (d) are in lieu of all damages, payments and liabilities on account of the early termination of Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 Agreement. Any payment made under any subparagraph of paragraph 9 (d) shall immediately cease; and 3.4preclude further payment under any other subparagraph of paragraph 9 (d). any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.​

Severance Benefits. Subject In addition to Section 4 hereofthe Retention Bonus described above, if (1) Executive’s you will be entitled to severance benefits that are related directly to the sale of the Nickel business should your employment is be terminated involuntarily terminated by the Company OMG without Cause within 150 days following the Closing (and such termination does not arise as a result of Executive’s death the divestiture) or Disability), or (2) Executive voluntary resigns with if you terminate your employment for Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement Reason (as defined below) at any time during the period commencing on the 31st day and ending on the General Release (provided150th day following the Closing. In either such event, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall you will be entitled to an additional eighteen months of your base salary and target annual bonus, as in effect at the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salarytime of separation, less withholding of all applicable taxes and other applicable deductionsbenefits as set forth in this Section 3. (a) You will be entitled to (i) your base salary earned through the date of termination to the extent not already paid, (ii) your bonus for OMG’s previously completed fiscal year to the extent not already paid and (iii) your bonus for the fiscal year in which the Closing occurs, based on the actual performance of OMG for such fiscal year and pro rated to reflect the number of days you were employed with OMG during such fiscal year (collectively, your “Base and Bonus Benefits”). The Base and Bonus Benefits set forth in sub-section (i) will be paid as soon as reasonably practicable following your termination of employment. The Base and Bonus Benefits set forth in sub-sections (ii) and (iii) will be paid in accordance with the Companyterms and conditions of OMG’s regular payroll practices for a period Annual Incentive Plan, but in no event later than (A) March 15, 2007 with respect to the Base and Bonus Benefits set forth in sub-section (ii) and (B) March 15, 2008 with respect to the Base and Bonus Benefits set forth in sub-section (iii). (b) You will be entitled to six months’ of twelve (12) months commencing base pay earnings, payable on the first payroll date following the effectiveness sixth month anniversary of the General Release (provided, that, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to your termination of employment based on actual performance achieved or as determined soon as of reasonably practicable thereafter (the end of such year payable when bonuses are generally paid to other Company executives;“Initial Severance Payment”). 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”c) continued participation Starting in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months seventh month following Executive’s termination of employment, which shall and for each succeeding month thereafter through month eighteen (the “Severance Period”), you will receive a monthly payment equal to your monthly base salary. (d) From the date of your termination of employment and until the conclusion of the Severance Period, OMG will reimburse you for the amount of your COBRA premiums in order to maintain medical (including, without limitation, prescription drug and vision) and dental coverage during such period, provided that if the payment described in this Section 3(c) is subject to tax, OMG will pay you an additional amount such that after payment by you of all taxes so imposed on such payments, you retain an amount equal to such taxes. Should you become eligible for coverage under another employer’s group medical (including, without limitation, prescription drug and vision) and dental plans, you will no longer be eligible for coverage under OMG’s plans or for reimbursement of COBRA premiums by OMG. (e) Target bonus payout of 75% of your base pay or $261,105 will be paid for by at the Company time of the Initial Severance Payment (as defined in sub-section (b) above). (f) After the conclusion of the Severance Period, all payments and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which benefits will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.

Severance Benefits. Subject If FRAQMD’s Board of Directors terminates ▇▇▇▇▇ while he is still willing and able to Section 4 hereofperform the duties and functions of the APCO then ▇▇▇▇▇ shall receive the following severance benefits: a cash severance payment equal to three months’ salary, if (1) Executivecomputed at the rate he is paid on the day before termination is effective; and payment of an amount equal to three months of FRAQMD’s employment share of costs for health care, dental, vision care, retirement, and life insurance benefits provided to ▇▇▇▇▇ while he is involuntarily terminated by employed, determined as of the Company without Cause (and such day before termination does not arise as a result is effective. a. Unless otherwise negotiated at time of Executive’s death or Disability)separation, or (2) Executive voluntary resigns severance benefits shall be paid in three equal monthly installments, with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in the form attached hereto as Exhibit A (the “General Release”) first installment paid no later than 21 days following such the 10th day after termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive is effective; shall be entitled subject to the following: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductionswithholdings; and shall release FRAQMD from any further obligation under this agreement. b. This section shall not apply if ▇▇▇▇▇ is terminated for misconduct in office, defined as follows:  Willful breach of duty;  Habitual neglect of duty;  Gross insubordination;  Conviction of a crime involving moral turpitude;  Conduct that makes it impossible or impracticable to perform the duties under this Agreement or that seriously impedes District operations;  Conduct that tends to bring discredit to the District;  Conduct unbecoming of an employee in accordance public service;  Mishandling of District funds;  Any intentional misrepresentation or fraud in connection with the Companyperformance of Employee’s regular payroll practices for a period duties; or,  Theft of twelve (12) months commencing on District property. Misconduct does not include mere inefficiency, unsatisfactory conduct, failure in good performance as the first payroll date following the effectiveness result of the General Release (providedinability or incapacity, thatinadvertencies or ordinary negligence in isolated instances, Executive shall not be treated as an employee while receiving such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation good faith errors in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesjudgment or discretion.

Severance Benefits. Subject The Company agrees to pay Executive the amounts and provide the benefits specified in this Section 4 hereofin exchange for Executive executing this Agreement. Executive acknowledges that the payments and benefits provided in this Section are extra and in addition to all earned wages, if accrued vacation time, unreimbursed expenses to be reimbursed pursuant to the Company policy, and other payments or benefits ordinarily due Executive as a separating employee of the Company. a. The Company shall provide severance payments to Executive in the aggregate amount of $180,000, less standard required deductions and withholdings. The severance payments shall be made monthly for twelve (112) months on the last business day of the month and shall commence on September 30, 2005. The monthly severance payment to Executive shall be $15,000, less standard required deductions and withholdings. b. The Company, by action of the Compensation Committee of its Board of Directors, shall cause 18,600 shares of Executive’s employment Restricted Shares to vest and no longer be subject to forfeiture on the Effective Date, and shall instruct National City Bank (who holds the Company’s Restricted Shares as custodian) to deliver to Executive 18,600 Common Shares promptly after the Effective Date. c. Executive and his qualified beneficiaries shall be entitled to continue health insurance benefits after the Effective Date, under which Executive is involuntarily terminated currently covered, as such health insurance program may be modified by the Company without Cause from time to time, under and through the terms of the applicable COBRA law and regulations. If Executive elects COBRA coverage, then during the first twelve (and such termination does not arise as a result 12) months of Executive’s death or Disability), or (2) Executive voluntary resigns with Good Reason, then, subject to Executive executing and delivering to the Company (without revocation) a valid release of claims in applicable COBRA period following the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such termination of employment and Executive’s compliance in all material respects with Executive’s covenants and obligations contained in this Agreement, the Restricted Activities Agreement (as defined below) and the General Release (provided, thatEffective Date, the Company shall provide reimburse Executive with written notice of any such noncompliance and not less than 30 days to cureor his qualified beneficiaries, if curable)applicable, for the monthly premiums for health insurance benefit continuation pursuant to COBRA, which reimbursement shall cease in the event Executive shall be entitled to the following:is employed by a successor employer through which comparable health insurance benefit coverage is available. 3.1. the d. Executive’s Company sponsored life insurance benefits shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes and other applicable deductions, in accordance with the Company’s regular payroll practices for a period of twelve (12) months commencing on the first payroll date month following the effectiveness of the General Release (Effective Date; provided, that, however such benefits shall immediately cease on Executive shall not be treated as an employee while receiving subsequently becoming employed on a full time basis during such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occurs, the Company shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior to termination of employment based on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid to other Company executives; 3.3. subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for (i) a period of twelve (12) months following Executive’s termination of employment, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee and an active participant in the group health plan); provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executivesperiod.

Severance Benefits. Subject to Section 4 hereof, if (1a) If the Executive’s employment with the Corporation and all Subsidiaries is involuntarily terminated by the Company without Cause Corporation or a Subsidiary for any reason other than Cause, death, or Disability (for avoidance of doubt, transfer of employment between or among the Corporation and such any of its Subsidiaries shall not constitute a termination does not arise as of employment by the Corporation or a result Subsidiary for purposes of Executive’s death or Disabilitythis Agreement), or (2) by the Executive voluntary resigns with Good Reasonin the event of a Constructive Discharge, in either case at any time during the Coverage Period, then, (i) within five (5) business days after such termination, subject the Corporation shall pay or cause to Executive executing and delivering be paid to the Company Executive (without revocation) a valid release of claims in or if the form attached hereto as Exhibit A (the “General Release”) no later than 21 days following such Executive dies after termination of employment and Executive’s compliance in but before receiving all material respects with Executive’s covenants and obligations contained in this Agreementpayments to which he has become entitled hereunder, the Restricted Activities Agreement (as defined below) and the General Release (provided, that, the Company shall provide Executive with written notice of any such noncompliance and not less than 30 days to cure, if curable), Executive shall be entitled to the followingestate of the Executive) the following amounts: 3.1. the Company shall continue to pay to Executive Executive’s Annual Base Salary, less withholding of all applicable taxes (A) accrued but unpaid salary and other applicable deductions, accrued but unused vacation time in accordance with the CompanyCorporation’s regular payroll practices or a Subsidiary’s, as the case may be, employment policies, as may be amended from time to time; and (B) a lump-sum cash amount equal to 2.99 times the Executive’s Compensation; and (ii) for a period commencing with the month in which termination of employment shall have occurred and ending twelve (12) months commencing on thereafter, the first payroll date following Executive and, as applicable, the effectiveness Executive’s covered dependents shall be entitled to all benefits under the Corporation’s welfare benefit plans (within the meaning of Section 3(1) of the General Release (providedEmployee Retirement Income Security Act of 1974, thatas amended), as if the Executive were still employed during such period, at the same level of benefits and at the same dollar cost to the Executive as is available to all of the Corporation’s senior executives generally. If and to the extent that equivalent benefits shall not be treated as an employee while receiving payable or provided under any such amounts); 3.2. if the termination date occurs on or after the first day of the third quarter of the fiscal year when such termination date occursplan, the Company Corporation shall pay Executive a prorated annual bonus for the portion of the fiscal year worked prior or provide (or cause to termination of employment based be paid or provided) equivalent benefits on actual performance achieved as determined as of the end of such year payable when bonuses are generally paid an individual basis. The benefits provided in accordance with this Section 3(a)(ii) shall be secondary to other Company executives; 3.3. any comparable benefits provided by another employer and subject to Executive’s timely election of continuation coverage under any provisions in a written employment contract between the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continued participation in the Company’s group health plan (to the extent permitted under applicable law Corporation or a Subsidiary and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for providing greater benefits. (i) a period of twelve If Independent Tax Counsel (12as that term is defined below) months following Executive’s termination of employmentdetermines that the aggregate payments and benefits provided or to be provided to the Executive pursuant to this Agreement, which shall be paid for by the Company and (ii) a subsequent period of six (6) months following such initial twelve (12) month period which shall be paid for by Executive but which will be subsidized by the Company (such that Executive’s cost of such COBRA coverage for such six (6) month period will be the same as Executive would have paid had Executive remained an employee any other payments and an active participant in the group health plan); benefits provided that Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that Executive obtains other employment that offers comparable group health benefits, such continuation of coverage by the Company under this Section 3.3 shall immediately cease; and 3.4. any earned but unpaid bonus for any prior completed bonus year shall be payable when otherwise paid to other Company executives.or to