Common use of Severance Clause in Contracts

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff.

Severance. If Officer(a) Upon termination of General Manager’s employment with by District pursuant to Section 15(a) herein, and if General Manager timely executes and delivers to District an original Separation Agreement and General Release in the Bank is terminated by the Bank or its successors during the term Without Causeform attached hereto as Attachment 4, the Bank or its successors shalland does not thereafter timely exercise his right to revoke said Separation Agreement and General Release, General Manager shall receive his earned income and a severance allotment as follows: (a1) pay to Officer a total Severance payment Cash for all uncompensated accrued earnings and vacation and sick (2) leave (in accordance with Section 7 herein) as of the effective date of termination; and A severance allotment as follows: An amount equal to 2.99 years base six (6) months’ salary at of General Manager and six (6) months of medical insurance and life insurance benefits on the highest rate same basis as District is providing such benefits immediately prior to termination of employment. However, if the unexpired term of the Employment Agreement is less than six (6) months, the severance allotment shall be in effect during an amount equal to General Manager’s monthly salary multiplied by the twelve (12) month period immediately preceding Officer’s last day number of employment plus full months left on the average cash award paid to Officer over unexpired term of this Employment Agreement along with the last three preceding years from the Executive Incentive Plan.corresponding medical and life insurance benefits for such number of months. MCSD GM Agreement 1107555.1 7 (b) pay any Severance due Officer Notwithstanding the foregoing in Section 16(a), if the basis for the "just cause" for termination pursuant to Section 5.4 15(a) herein is that the General Manager engaged in installments any of the activities listed on Attachment 3, which attachment is incorporated herein by this reference, upon termination of General Manager’s employment for such reason(s), General Manager shall receive his earned income as follows: (1) Cash for ail uncompensated accrued earnings and vacation and sick leave (in accordance with Section 7 herein) as of the same schedule as he was paid immediately prior to the effective date of the termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment ; and (2) No severance allotment shall be made hereunder until after the commencement of the next calendar yearpaid. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of Upon termination of the OfficerGeneral Manager’s employment pursuant to Section 15(b) herein, General Manager shall receive his earned income as follows: (1) Cash for all uncompensated accrued earnings and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection vacation and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost sick leave (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with Section 7 herein) as of the provisions effective date of the termination ; and (2) No severance allotment shall be paid. (d) Upon expiration of the term of the Agreement without a renewal by the District, General Manager shall receive his earned income as follows: (1) Cash for all uncompensated accrued earnings and vacation and sick leave (in accordance with Section 5.2(a7 herein) or Section 5.3as of the effective date of the termination; and (2) No severance allotment shall be paid. Notwithstanding anything to the contrary herein1107555.1 (e) In accordance with Government Code Sections 53243 and 53243.2, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 and notwithstanding any other provision of this Agreement, the Bank agrees parties hereto agree as follows: (1) To the extent, if any, that payment General Manager is paid leave salary and benefits pending an investigation, General Manager shall fully reimburse District for such leave salary and benefits if General Manager is convicted of a crime involving an abuse of his office or position; and (2) If General Manager receives any severance allotment or other cash settlement from District upon termination of this Agreement, General Manager shall fully reimburse District for such severance allotment or cash settlement if General Manager is convicted of a crime involving an abuse of his office or position. For purposes of this subsection (e) the Salary and health and medical benefits phrase "abuse of office or position" shall continue for have the Severance pay period with no right of setoffmeaning as set forth in Government Code Section 53243.4.

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay In the event of your termination of employment from the Company by reason of your death, Disability, voluntary resignation without Good Reason or by the Company for Cause, you will be entitled to Officer a total Severance payment equal receive (i) any unpaid Base Salary through the date of termination, (ii) except in the case of your termination by the Company for Cause, any Annual Bonus earned but unpaid with respect to 2.99 years base salary the fiscal year ending on or preceding the date of termination, payable at the highest rate same time as it would have been paid provided you had not undergone a termination of employment; (iii) reimbursement in effect during accordance with applicable Company policy for any unreimbursed business expenses incurred through the twelve date of termination; (12iv) month period immediately preceding Officer’s last day any accrued but unused vacation time in accordance with Company policy and (v) all other payments, benefits or fringe benefits (excluding any severance or termination benefits) to which you shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, Sections 9(a)(i) through 9(a)(v) hereof shall be hereafter referred to as the “Accrued Benefits”). In addition, in the event of your termination of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive PlanCompany by reason of your death or Disability, you will also be entitled to receive a pro rata Annual Bonus (based on the number of days of employment in the calendar year in which such termination occurs) based on actual Company performance through the applicable performance period, payable the same time as the Annual Bonus would otherwise have been paid provided there had been no termination of employment during such calendar year (a “Pro Rata Bonus”). (b) pay any Severance due Officer pursuant In the event of your termination of employment from the Company by you for Good Reason or by the Company without Cause (each, a “Qualifying Termination”) during the two (2)-year period following the Closing, you will be entitled to Section 5.4 receive (i) the Accrued Benefits, (ii) an amount equal to one (1) times the sum of (x) your base salary, at the rate then in installments effect on the same schedule as he was paid immediately prior to the your date of termination, each installment to be plus (y) your Target Bonus, payable in equal installments over the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the twelve-month period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s following your termination of employment occurs less than 21 days prior to in accordance with the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits Company’s payroll practices in effect on the date of your termination of employment, and (iii) a Pro Rata Bonus. Thereafter, in the Officer’s employment and including event of your Qualifying Termination, you will receive severance benefits from the Company in accordance with the severance practices of the Company, but, in any dependents being covered by event, a total amount no less than (i) the Officer Accrued Benefits, (ii) an amount equal to one (1) times the sum of (x) your base salary, at the rate then in effect on the your date of his termination who remain eligible for medical benefits under termination, plus (y) your Target Bonus and (iii) a Pro Rata Bonus. (c) Payment of all amounts described in this Section 9 other than the terms Accrued Benefits (the “Severance Payments”) shall only be payable if you deliver to the Company and do not revoke a general release of claims in favor of the Bank’s medical planCompany in substantially the form of Exhibit B attached hereto. Such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee payment of any amount of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Severance Payments constitutes “nonqualified deferred compensation” for purposes of Section 1001 409A of the Patient Protection and Affordable Care ActInternal Revenue Code of 1986, as amendedamended (the “Code”), a dollar amount equal any such payment scheduled to occur during the after-tax cost first sixty (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (3060) days following the date termination of termination, on a date determined by the Bank; provided, however, that Officer employment shall not be entitled to any paid until the sixtieth (60th) day following such payments if termination of employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that and shall include payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffany amount that was otherwise scheduled to be paid prior thereto.

Severance. If Officer’s Except as otherwise provided in Section 8, if the Executive's employment with the Bank hereunder is terminated during the Employment Term by the Bank Company or its successors during is terminated due to expiration of the term Without CauseEmployment Term following notice by the Company not to extend the Employment Term in accordance with Section 3, in each case other than for Cause or due to disability (as determined in the good faith discretion of the Board) or death, the Bank or its successors shall: Executive shall be entitled to receive as severance: (ai) pay to Officer a total Severance payment an amount equal to 2.99 years the Executive's base salary at the highest rate as in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of the Executive's termination of employment for the longer period of twelve (12) months or the remaining Employment Term (payable, at the Company's option, in a lump-sum or in equal installments in accordance with the Company's payroll procedures during such applicable period following the date of the Executive's termination) (such period, each installment to be the "Severance Period"); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same amount he rate of employee and Company shared costs of such coverage as in effect from time to time for active employees of the Company; and (iii) a pro rata portion (based on the number of days the Executive was employed by the Company during the calendar year of termination) of any incentive bonus otherwise payable in accordance with Section 4(b) for the year of termination of the Executive's employment, payable no earlier than the date on which such bonus, if any, would have been paid under this Agreement the applicable plan or policy of the Company absent such termination of employment. With respect to any such continued medical and dental benefits described in clause (ii) of the immediately preceding sentence for which the Executive is eligible, (I) if he had the Company cannot been terminated. In continue such benefits, the Company shall pay the Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event the Executive becomes eligible for similar benefits from a successor employer (and the Executive's eligibility for any such benefits shall be reported by the Executive to the Company); and (III) the Executive's period of "continuation coverage" for purposes of Section 4980B of the Officer’s death during Internal Revenue Code of 1986, as amended (the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid"Code"), shall thereupon immediately cease and terminate. Notwithstanding anything be deemed to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect commence on the date of the Executive's termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffemployment.

Severance. If Officer’s employment with the Bank Employee is asked to resign or is terminated by as City Manager, then Employee shall be paid for any accrued, but unused, vacation and administrative leave, but not accrued sick leave. Subject to the Bank or its successors during provisions of California Government Code section 53260 and 53261, Employee shall also be eligible to receive two severance benefits: first, a cash payment equivalent to the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years sum of Employee’s then-current monthly base salary at the highest rate in effect during the multiplied by six (6) months, with an additional one month for every full year of service thereafter up to a maximum of twelve (12) months of severance; and second, provided Employee timely elects COBRA coverage, reimbursement for Employee’s monthly COBRA-eligible health benefits, at then-current coverage levels, for six (6) months, with an additional one month period immediately preceding Officerfor every full year of service thereafter up to a maximum of twelve (12) months of reimbursed COBRA coverage, and subject to Employee’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event payment of the Officer2% administrative fee. Eligibility for severance benefits is expressly conditioned upon Employee’s death during the period execution of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance (i) a waiver and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end release of any calendar yearand all of Employee’s claims against City, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no chargeits Councilmembers, during the period that Officer is receiving Severance payments as described in 5.4 (a) officers, and employees, and (b)ii) a covenant not to sue any of those parties. The parties intend this provision to comply with California Government Code section 53260, with a continuation of medical which limits severance benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer to an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith Employee’s monthly salary multiplied by the Bank) number of obtaining such benefits, or substantially similar benefits, shall be paid months remaining on the unexpired term of the Agreement. The parties also intend this term to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance comply with the provisions of Section 5.2(a) California Government Code section 53261, which limits health benefits, which may be continued for a maximum number of months remaining on the unexpired term of the Agreement or Section 5.3until Employee finds other employment (whichever occurs first). Notwithstanding anything The cash payment will be made in a lump sum based on timing set forth in the waiver and release. All normal payroll taxes and withholdings as required by law shall be made with respect to any amounts paid under this section. Employee expressly agrees to provide notice to the contrary hereinCity within five (5) business days of accepting employment elsewhere, in and the event that Officer accepts employment during the Severance City’s obligation to pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and for any further health and medical benefits shall continue for the Severance pay period with no right of setoffterminate upon receiving notice that Employee has accepted such alternative employment.

Severance. (a) Although nothing in this Section 2 shall be construed to alter the at-will nature of employment as set forth in Section 1 above, if Executive is terminated by the Company without Cause or resigns for Good Reason, Executive will be paid a lump sum amount equal to two times Executive’s then-current annual salary (the “Salary Severance”), in addition to all other accrued entitlements such as unpaid salary and accrued vacation, if any. If OfficerExecutive is terminated by the Company without Cause or resigns for Good Reason, the Company will also provide Executive with outplacement services for up to six months by a provider selected and paid for by the Company in an amount not to exceed $20,000; Executive shall not be entitled to cash in lieu of outplacement services. If Executive is terminated by the Company without Cause, resigns for Good Reason, retires, dies, or resigns as a result of a disability, Executive will be entitled to receive a pro rata bonus payment (based on the actual performance of the Company over the entire year), at such time bonuses are paid to the Company’s senior executives generally, based on the number of months worked in the applicable fiscal year of the Company (the “Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Company a fully effective general release in the form attached to this Agreement as Attachment A within 30 days following the date Executive’s employment with the Bank Company terminates. Company shall pay Executive the Salary Severance on the date which is terminated by the Bank later of ten days after the date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its terms), subject to Section 17, and the Company shall pay the Bonus Severance on the date which is the later of ten days after the date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its terms) or its successors during the term Without Causedate on which Company pays bonuses to Company’s senior executives generally for the applicable year (such date to be in the calendar year following the year in which the separation from service occurs), subject to Section 17. Executive understands and agrees that Executive shall not be entitled to any other severance benefit not set forth in this Section 2, and accordingly Executive expressly acknowledges that the Bank or its successors shall: (aCompany will not be obligated to make 401(k) pay to Officer a total Severance payment equal to 2.99 years base salary at contributions following the highest rate in effect during the twelve (12) month period immediately preceding Officertermination of Executive’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Planemployment. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event that Executive is qualified for and elects COBRA coverage under the Company’s health plans after a termination without Cause or a resignation for Good Reason, the Company will continue to pay its share of the Officer’s death during the cost of premiums under such plans until Executive is reemployed, or for a period of time while he is receiving Severancetwo years, Officerwhichever occurs first, payable in accordance with the Company’s estate will be paid the remaining component of Severance normal benefit practices. Upon a termination for Cause and upon a resignation without Good Reason (other than due to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of death, disability or retirement), except as set forth in Section 6 of this Agreement2(a) above and/or one or more separate written agreements between Company and Executive, Officer’s entitlement to any Severance all unearned compensation, benefits and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment unvested options shall be made hereunder until after the commencement of the next calendar yearforfeited. (c) provide Officer Notwithstanding the terms of any stock incentive plan of the Company or stock option or stock appreciation right agreement to which Executive is a party, if Executive is terminated by the Company without Cause or resigns for Good Reason, and on the effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Company’s common shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to trade in the Company’s common shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at no chargeleast twenty consecutive calendar days, during the period Company hereby agrees that Officer is receiving Severance payments as described Executive shall be permitted to pay the exercise price and/or any tax withholding obligation payable in 5.4 (a) connection with the exercise of any of Executive’s then outstanding and (b), with exercisable Company stock options and/or stock appreciation rights by either tendering common shares of the Company then owned by Executive and/or instructing the Company to withhold from the common shares otherwise issuable upon exercise such stock options and/or stock appreciation rights a continuation number of medical benefits at terms no less favorable than the health and medical benefits in effect common shares having a fair market value on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount exercise equal to the after-exercise price and/or tax cost withholding obligation. (estimated d) For purposes of this Agreement, the Company shall have “Cause” to terminate Executive’s services in good faith the event of any of the following acts or circumstances: (i) Executive’s conviction of a felony or entering a plea of guilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by the Bankreason of vicarious liability); (ii) of obtaining such benefits, or substantially similar benefits, shall be paid Executive’s substantial and repeated failure to attempt to perform Executive’s lawful duties to the Officer within thirty Company, except during periods of physical or mental incapacity; (30iii) days following Executive’s gross negligence or willful misconduct with respect to any material aspect of the date business of terminationthe Company or any of its affiliates, which gross negligence or willful misconduct has a material and demonstrable adverse effect on the Company; (iv) Executive’s material violation of a date determined by Company policy resulting in a material and demonstrable adverse effect to the BankCompany or an affiliate, including but not limited to a violation of the Company’s Code of Business Conduct and Ethics; or (v) any material breach of this Agreement or any material breach of any other written agreement between Executive and the Company’s affiliates governing Executive’s equity compensation arrangements (i.e., any agreement with respect to Executive’s stock, stock appreciation right and/or stock options of any of the Company’s affiliates); provided, however, that Officer Executive shall not be entitled deemed to have been terminated for Cause in the case of clause (ii), (iii), (iv) or (v) above, unless any such payments if employment breach is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything not fully corrected prior to the contrary hereinexpiration of the thirty (30) calendar day period following delivery to Executive of the Company’s written notice of its intention to terminate his employment for Cause describing the basis therefore in reasonable detail. (e) Executive will be deemed to have a “Good Reason” if Executive terminates his employment because of (i) a material diminution of Executive’s duties as Chief Financial Officer, (ii) the failure by any successor of the Company to assume in writing the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of Company’s obligations under this Agreement, (iii) the Bank agrees breach by the Company in any respect of any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the failure by the Company to correct or cure the circumstance or breach on which such resignation is based within 30 days after receiving notice from Executive describing such circumstance or breach in reasonable detail, (iv) the relocation of Executive’s primary office location of more than 50 miles that payment places the primary office farther from Executive’s residence than it was before, or (v) the imposition by the Company of a requirement that Executive report to a person other than the Chief Executive Officer of the Company or the Chairman of the Board. Executive shall not have a Good Reason to resign if the Company suspends Executive due to an indictment of Executive on felony charges, provided that the Company continues to pay Executive’s salary and benefits. No Salary Severance is payable after Executive turns age 65, regardless of whether Executive has a Good Reason for resignation and health and medical benefits shall continue for regardless whether the Severance pay period with no right of setoffCompany has Cause to terminate Executive.

Severance. If Officer’s employment with Provided Executive signs and delivers, and does not revoke, a general release in a form acceptable to the Bank is terminated by the Bank or Company in its successors during the term Without Causesole discretion, the Bank or its successors shall: (ax) pay Executive shall be entitled to Officer receive a total Severance severance payment equal to 2.99 years two (2) weeks of base salary at for every full year that Executive was employed by the highest rate in effect during Group, subject to a minimum payment of twenty-six (26) weeks base salary and a maximum payment of fifty-two (52) weeks base salary, and (y) if Executive properly elects COBRA coverage, the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior Company will make payments to the date of termination, each installment insurance provider(s) equal to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officerdue for Executive’s death during the COBRA coverage payments for a period of time while he equal to the number of weeks of Executive’s severance payments or until Executive is receiving Severanceeligible to receive health benefits under another medical plan, Officer’s estate whichever is sooner (by way of example only, if Executive is entitled to a severance payment equal to thirty weeks base salary because he/she has been employed by the Company for fifteen (15) years, the Company will make monthly payments to the COBRA insurance provider for the first thirty weeks of COBRA coverage, assuming Executive has executed and not revoked the release and has not otherwise become eligible to receive benefits under another medical plan). Executive agrees to give the Company notice immediately if he/she becomes eligible to receive benefits under another medical plan. The release agreement shall be provided to the Executive during the first month of the Notice Period. The severance payment based on tenure with the Company shall be paid in a lump sum within ten (10) days following the remaining component expiration of Severance to which the Officer is entitled under Notice Period, provided that Executive has executed the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreementrelease agreement, Officer’s entitlement to any Severance and benefits, if and returned it to the extent not yet paidCompany, shall thereupon immediately cease and terminate. Notwithstanding anything allowed the revocation period therefor to the contrary contained hereinexpire, if Officer’s termination of employment occurs less than 21 days prior to by the end of the Notice Period. The release agreement will provide, among other things, for the general release of any calendar yearand all claims that Executive may have against the Group and its officers, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer directors, employees and agents, whether known or unknown, and whether at no chargecommon law or arising under any statute, during the period that Officer is receiving Severance payments as described in 5.4 (a) including but not limited to statutes relating to discrimination and (b)whistleblowing, with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under also will require Executive to keep the terms of the Bank’s medical planrelease confidential, subject to appropriate carve outs as required by law. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer Executive shall not be entitled to any such payments if employment is terminated other payment of any kind, except (a) as expressly provided in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, (b) earned wages or accrued vacation time that remains due and payable, and (c) benefits to the Bank agrees extent that payment Executive is entitled to accrued benefits under the express terms of any plan governing such benefits and to the extent that such benefits cannot be cancelled under either the terms of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffrelevant plan documents or applicable law.

Severance. If Officer’s employment with In lieu of any severance pay or severance benefits otherwise payable to the Bank is terminated by Employee under any plan, policy, program or arrangement of the Bank Company or its successors during the term Without Causesubsidiaries, the Bank or its successors shallfollowing shall apply: (a) pay to Officer If there is a total Severance payment equal to 2.99 years base salary Termination (as herein defined) of the Employee’s employment with the Company at the highest rate in effect during the any time within twelve (12) month months after the occurrence of a Change of Control (as herein defined), such Employee shall be entitled to receive a lump-sum severance payment equal to (i) one hundred percent (100%) of such employee’s then current salary plus (ii) the amount of such employee’s target bonus for the current calendar year (or, if higher, the amount of the bonus attributable to a calendar year’s service which was paid to the Employee immediately prior to the Change of Control). All outstanding Stock Options granted to the Employee which are not vested and exercisable as of the date of Termination shall become vested and exercisable as of such date and shall remain exercisable for the periods prescribed in the Stock Option Plan. The Employee, such Employee’s spouse and eligible dependents will continue to be provided with medical and dental benefits for the twelve (12)-month period immediately preceding Officerfollowing such Employee’s last day Termination on the same basis as provided to active employees of the Company. Following such twelve (12)-month period, the Employee, such Employee’s spouse and eligible dependents will begin eligibility for continuation of medical and dental coverage in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”). The Employee shall have no duty to mitigate damages by seeking other employment. The Company shall have no right to offset hereunder with respect to any compensation or benefits received by the Employee from or in connection with any employment subsequent to such Employee’s Termination of employment plus with the average cash award paid to Officer over the last three preceding years from the Executive Incentive PlanCompany. (b) pay If the Employee voluntarily terminates employment with the Company for any Severance due Officer pursuant to Section 5.4 in installments on the same schedule reason other than “Good Reason” (as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death herein defined) during the twelve (12)-month period following a Change of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments Control as described in 5.4 (aSection 2(a) and (b)below, with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall Employee will not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) severance payment or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment acceleration of the Salary and health and medical benefits shall continue for the Severance pay period with no right vesting of setoffany unvested Stock Options.

Severance. If Officer’s employment with In lieu of any severance pay or severance benefits otherwise payable to the Bank is terminated by Employee under any plan, policy, program or arrangement of the Bank Company or its successors during the term Without Causesubsidiaries, the Bank or its successors shallfollowing shall apply: (a) pay to Officer If there is a total Severance payment equal to 2.99 years base salary Termination (as herein defined) of the Employee’s employment with the Company at the highest rate in effect during the any time within twelve (12) month months after the occurrence of a Change of Control (as herein defined), such Employee shall be entitled to receive a lump-sum severance payment equal to (i) one hundred percent (100%) of such employee’s then current salary plus (ii) the amount of such employee’s most recently paid regular bonus (excluding special bonuses) attributable to a full calendar year’s service to the Company (or, if higher, the amount of the bonus attributable to a calendar year’s service which was paid to the Employee immediately prior to the Change of Control). All outstanding Stock Options granted to the Employee which are not vested and exercisable as of the date of Termination shall become vested and exercisable as of such date and shall remain exercisable for the periods prescribed in the Stock Option Plan. The Employee, such Employee’s spouse and eligible dependents will continue to be provided with medical and dental benefits for the twelve (12)-month period immediately preceding Officerfollowing such Employee’s last day Termination on the same basis as provided to active employees of the Company. Following such twelve (12)-month period, the Employee, such Employee’s spouse and eligible dependents will begin eligibility for continuation of medical and dental coverage in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”). The Employee shall have no duty to mitigate damages by seeking other employment. The Company shall have no right to offset hereunder with respect to any compensation or benefits received by the Employee from or in connection with any employment subsequent to such Employee’s Termination of employment plus with the average cash award paid to Officer over the last three preceding years from the Executive Incentive PlanCompany. (b) pay If the Employee voluntarily terminates employment with the Company for any Severance due Officer pursuant to Section 5.4 in installments on the same schedule reason other than “Good Reason” (as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death herein defined) during the twelve (12)-month period following a Change of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments Control as described in 5.4 (aSection 2(a) and (b)below, with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall Employee will not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) severance payment or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment acceleration of the Salary and health and medical benefits shall continue for the Severance pay period with no right vesting of setoffany unvested Stock Options.

Severance. If Officer’s employment with (i) Without limiting the Bank is terminated by generality of the Bank or its successors during the term Without Causeforegoing provisions of this Section 5.5, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate Purchaser shall have in effect during the for twelve (12) month period immediately preceding Officer’s last day of employment plus months following the average cash award paid Closing Date severance plans, practices and policies applicable to Officer over each Transferred Employee that are not less favorable in the last three preceding years from the Executive Incentive Plan. aggregate (bother than with respect to severance pay, which shall be at least equal to that in effect prior to Closing) pay any Severance due Officer pursuant than such plans, practices and policies applicable to Section 5.4 in installments on the same schedule as he was paid such Transferred Employee immediately prior to the date of terminationClosing Date. (ii) Purchaser shall be responsible, and shall indemnify and hold harmless Seller and its Affiliates, for all Deal Related Severance up to a maximum amount in the aggregate equal to the Severance Cap. Thereafter, Purchaser, on the one hand, and Seller, on the other hand, shall each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event responsible for fifty percent (50%) of the Officer’s death during Deal Related Severance in excess of the period Severance Cap. Purchaser shall be solely responsible for the costs of time while he is receiving Severance, Officer’s estate will be paid all Termination Amounts for Transferred Employees to the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any extent such amounts do not constitute Deal Related Severance and benefitsare triggered as a result of actions taken by Purchaser after the applicable Transition Date (or, if in the case of any OUS Conveyed Company SSE, the date that is fifteen (15) days after the applicable SSE Reference Date for such OUS Conveyed Company SSE) of such Transferred Employee (and such amounts shall not count towards the Severance Cap, other than, for the avoidance of doubt, Continued Vesting, which decreases the Severance Cap as set forth in the definition thereof). Seller shall be solely responsible, and shall indemnify and hold harmless Purchaser and its Affiliates, for all Termination Amounts payable to Shared Service Employees to the extent not yet paidexpressly Purchaser’s responsibility pursuant to the immediately preceding sentence, it being understood and agreed that Purchaser shall thereupon immediately cease and terminateonly be responsible for Termination Amounts for OUS Conveyed Company SSEs that remain employed with Purchaser fifteen (15) days after their applicable SSE Reference Date. Notwithstanding anything to the contrary contained hereinin this Agreement, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment Purchaser shall be made hereunder until after the commencement of the next calendar year. solely responsible and shall indemnify and hold harmless Seller and its Affiliates for (cx) provide Officer at no charge, during the period that Officer is receiving Deal Related Severance payments as described in 5.4 (a) and (b), with a continuation y) the Intrinsic Value (determined as of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of determination) of the portion of any equity or equity-based awards held by any Business Employee that automatically vest under a Benefit Plan by reason of the termination of the Officerhis or her employment with Seller or any of its Affiliates (including termination of a Business Employee’s employment and by Seller or any of its Affiliates following rejection by such Business Employee of an offer of employment from the Purchaser) in connection with the transactions contemplated by this Agreement, including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms Restructuring, in each of the Bank’s medical plan. To foregoing cases, to the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bankresulting from Purchaser’s best interests failure to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance comply with the provisions of Section 5.2(a5.5 and such amounts shall not count towards the Severance Cap; provided, that, Purchaser’s obligation under the immediately preceding clause (y) shall be payable in cash to such Business Employee (or, at the option of Purchaser, to Seller in lieu thereof, in which case Seller shall automatically assume any and all obligations to such Business Employee with respect to such vesting) in full satisfaction of Purchaser’s obligations under such clause (and in no event shall such clause (y) require Purchaser to issue any equity or equity-based awards). In the event that it is determined that Purchaser or its Affiliates have paid for Deal Related Severance or Termination Amounts in excess of the amount for which Purchaser is responsible under this Section 5.3. Notwithstanding anything 5.5(e)(ii), Seller shall, promptly after such determination, reimburse and pay over, and shall indemnify and hold harmless Purchaser and its Affiliates, for the amount of such excess. (iii) Seller shall encourage each Business Employee and each Non-OUS Conveyed Company SSE who is offered employment by Purchaser or its Affiliates in connection with the transactions contemplated by this Agreement to accept such offers and not make any commitment to any Business Employee or Non-OUS Conveyed Company SSE who is offered employment by Purchaser or its Affiliates in connection with the contrary hereintransactions contemplated by this Agreement about continuing the employment of such Person with Seller or its Affiliates following the Closing (or, in the event case of a Non-OUS Conveyed Company SSE, the applicable SSE Reference Date for such Non-OUS Conveyed Company SSE) or otherwise knowingly discourage such Person from accepting such offers; provided, that, nothing herein shall be interpreted as requiring Seller or any of its Affiliates to provide any Business Employee or Non-OUS Conveyed Company SSE with any additional compensation or benefits to incent such Person to accept such offer of employment. Further, subject to applicable Law or employment Contract terms existing prior to the date hereof, and except as required to provide any necessary notice of termination, Seller shall not, without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed), (x) employ or continue to employ or subsequently employ, in each case on or before the date that Officer accepts employment during is nine (9) months after the Closing Date, any Business Employee who rejects any such offer and does not receive any Deal Related Severance pay periodor Termination Amounts in connection with the transactions contemplated by this Agreement or the Restructuring or (y) employ or continue to employ or subsequently employ, as outlined abovein each case on or before the date that is nine (9) months after the Closing Date, any Business Employee who receives Deal Related Severance or Termination Amounts in connection with an entity such the transactions contemplated by this Agreement or the Restructuring. To the extent permissible under applicable Law, Seller and Purchaser intend that the transactions contemplated by this Agreement not constitute a separation, termination or severance of employment of any Transferred Employee (or any Business Employee) prior to or upon the occurrence of the applicable Transition Date therefor, including for purposes of any Benefit Plan that provides for separation, termination or severance benefits, and that such employee will have continuous and uninterrupted employment immediately before and immediately after the Transition Date, and Seller and Purchaser shall, and shall cause their respective Affiliates to, comply with any requirements under applicable Law to ensure the same, subject to the terms and conditions of this Agreement. Without limiting the foregoing provisions, Seller and Purchaser shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to cooperate, communicate and assist each other in eliminating or reducing any Business Employee’s right to receive any Deal Related Severance in connection with the transactions contemplated by this Agreement or the Restructuring; provided, that, nothing herein shall be interpreted as requiring any Party or any of its Affiliates to provide any Business Employee with any additional compensation or benefits to eliminate or reduce any Business Employee’s right to receive any Deal Related Severance in connection with the transactions contemplated by this Agreement or the Restructuring. To the extent permissible under applicable Law, prior to the Closing, Purchaser will use its reasonable best efforts to provide Seller a list of any Business Employees (if any) that entity is Purchaser would prefer remain employees of Seller following the Closing (and, thus, not offered employment (or otherwise hired) by Purchaser or its Affiliates in violation connection with the transactions contemplated by this Agreement), and Seller may, in its sole and absolute discretion, elect that any such Business Employees (or one or more of Section 6 them) cease to be deemed “Business Employees” for all purposes of this Agreement, the Bank agrees that payment in which case all obligations of the Salary Purchaser or its Affiliates with respect thereto shall cease (including any obligation respecting Deal Related Severance) and health and medical benefits shall Seller may, at its sole option, continue for the Severance pay period with no right of setoffto employ such employees.

Severance. If Officer’s In the event the Company terminates your employment without “Cause,” as defined herein, at any time prior to a Change of Control, as defined herein, then upon execution of a general release of claims satisfactory to the Company, the Company will provide you with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: following severance benefits: (ai) pay to Officer salary continuation for a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the period of twelve (12) month months at your then current rate of base salary; (ii) a portion of your targeted annual bonus determined in accordance with the applicable paragraph below; (iii) if you are eligible for, elect and remain eligible for COBRA continuation coverage, the Company will pay the share of the premium it was paying prior to termination during the period you are receiving severance; and, (iv) six months continued vesting of the stock options that you have been granted at the time of such termination. Except as may be provided under this Agreement following termination of your employment, any benefits to which you may be entitled pursuant to the Company’s plans, policies and arrangements referred to herein shall be determined and paid in accordance with the terms of such plans, policies and arrangements. In the event the Company or its acquirer terminates your employment without “Cause,” as defined herein, at the time of or within twelve (12) months following a Change of Control, as defined herein, then upon execution of a general release of claims satisfactory to the Company, the Company or its acquirer will provide you with the following severance benefits: (i) salary continuation for a period of twelve (12) months at your then current rate of base salary; (ii) a portion of your targeted annual bonus determined in accordance with the applicable paragraph below; and, (iii) if you are eligible for, elect and remain eligible for COBRA continuation coverage, the Company or its acquirer will pay the share of the premium it was paying prior to termination during the period you are receiving severance. Except as may be provided under this Agreement following termination of your employment, any benefits to which you may be entitled pursuant to the Company’s plans, policies and arrangements referred to herein shall be determined and paid in accordance with the terms of such plans, policies and arrangements. For purposes of this document, you will receive the same severance benefits as upon a termination without Cause if you notify the Company of your decision to terminate your employment with the Company within three (3) months of the occurrence of either of the following: (i) a decrease to your base salary or targeted annual bonus without your consent and approval to an amount less than the then current amount immediately preceding Officer’s last day the decrease, or (ii) a change in your position from Chief Financial Officer or your duties and responsibilities without your consent and approval. If the Company terminates your employment with or without Cause, after completion of employment plus the average cash award paid any period (whether a calendar year or any other period) during which your eligibility for a bonus is to Officer over the last three preceding years from the Executive Incentive Plan. be determined (ba “Bonus Period”) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately but prior to the date of termination, each installment when such bonus is to be paid, you will be entitled to receive such bonus at the same amount he time it would have been paid under this Agreement if he had not been terminatedpaid. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefitsaddition, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of company terminates your employment occurs less than 21 days without cause prior to the end completion of any calendar yeara Bonus Period, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not you will be entitled to any receive a prorated portion of such payments if employment is terminated in accordance with bonus at the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to time it would have been paid, based on the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment portion of the Salary and health and medical benefits shall continue for Bonus Period that you were employed by the Severance pay period with no right of setoffCompany.

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at In the highest rate in effect event that the Executive’s employment hereunder is terminated during the Term (i) by the Corporation other than for Cause, or (ii) by the Executive for Good Reason (as hereinafter defined) pursuant to a Notice of Termination (as hereinafter defined), then the Corporation shall continue the Executive’s participation (including participation by his spouse and other dependents) on the same basis as other senior officers in its medical and dental plans or arrangements, which plans and arrangements shall not include any life insurance or disability plans or arrangements (“Medical and Dental Plans”), and the Corporation will continue to pay the costs of coverage of the Executive and his spouse and other dependents under the Medical and Dental Plans on the same basis as other active officers of the Corporation covered under such Medical and Dental Plans, for the greater of twelve (12) month period immediately preceding Officermonths or the remainder of the Term (the “Severance Period”; provided that if the Executive’s last day of employment plus hereunder is terminated during the average cash award paid to Officer over Term (i) by the last three preceding years from Corporation other than for Cause, or (ii) by the Executive Incentive Plan. (b) pay any Severance due Officer for Good Reason pursuant to Section 5.4 a Notice of Termination and, in installments on the same schedule as he was paid immediately prior to case of clause (i) or (ii), such termination occurs after a Change of Control, then the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of “Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment Period” shall be made hereunder until after the commencement of the next calendar year. eighteen (c18) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (bmonths), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall if such continued participation in the Medical and Dental Plans is not be entitled possible under the terms thereof, the Corporation will provide the Executive with substantially identical benefits for the remainder of such period or an amount in cash equal to any the cost to the Corporation for providing such payments if employment is terminated benefits, paid in accordance with the provisions Section 10(e) of Section 5.2(a) or Section 5.3this Agreement. Notwithstanding anything the foregoing, the Corporation’s obligations pursuant to the contrary herein, first sentence of this Section 10(a) shall cease and terminate in the event that Officer accepts employment the Executive is, or becomes, eligible for coverage under a medical plan of a successor employer or a spouse’s employer. The Corporation shall also pay to the Executive severance payments in cash equal to the sum of (x) the amount of the Executive’s then current base annual salary and (y) the Target Bonus for the fiscal year in which the termination occurs (or, if the Target Bonus for such fiscal year has not yet been established, the Target Bonus for the immediately preceding fiscal year), multiplied by the quotient obtained by dividing the number of days during the Severance pay periodPeriod, by three hundred sixty-five (365). In addition, the Executive shall be entitled to the payment of any accrued and unpaid salary (including accrued and unused vacation) through the date of termination, any accrued and unpaid bonuses in respect of prior fiscal years, any bonus, determined under Section 5, in respect of the fiscal year in which the termination occurs, prorated through the date of termination. Further, the Executive shall be provided with outplacement assistance commensurate with the Executive’s position with the Corporation during the Severance Period following the Executive’s termination of employment. Except as outlined aboveset forth in Sections 2, with an entity such that 7(b), 8 and Section 10(a), 10(b)(iv) and 10(f) hereof, the Corporation shall have no further obligations under this Agreement in the event of the Executive’s termination of employment by that entity is not in violation of under this Section 6 10. The Executive shall have the obligations provided under Section 12 hereof, to the extent applicable pursuant to its terms. (b) For the purpose of this Agreement, “Good Reason” shall mean the Bank agrees that payment occurrence, without the Executive’s express written consent, of any of the Salary and health and medical benefits shall continue for following circumstances unless, in the Severance pay period with no right case of setoff.paragraphs (i), (v), (vi) or (vii) below, such circumstances are fully corrected prior to the Date of Termination (as defined below) specified in the Notice of Termination (as defined below) given in respect thereof:

Severance. If Officer’s employment with the Bank Purchaser shall, or shall cause one of its Affiliates to, pay to each Continuing Employee who is terminated by the Bank or its successors during the term Without CauseContinuation Period for any reason other than cause or the Continuing Employee’s death or disability (a “Severed Continuing Employee”), subject to the Bank or its successors shall: (a) pay to Officer Continuing Employee’s timely executing and not revoking a total Severance release of claims, a lump sum payment in cash equal to 2.99 years two weeks’ base salary at the highest rate in effect during the twelve pay for each year of service or portion thereof (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule taking into account, for this purpose, service as he was paid immediately prior a Continuing Employee as well as service that would be credited to the date of termination, each installment to be the same amount he would have been paid Severed Continuing Employee under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b5.7), with a continuation minimum of medical benefits eight (8) weeks’ base pay, with the base pay determined at terms the then applicable rate. For this purpose, (a) the resignation by a Continuing Employee in lieu of a requirement that such employee transfer to a main work location that is more than 50 miles from his or her main work location as of the Closing Date, and (b) the termination of a Continuing Employee’s employment by reason of such employee’s declining a request for such a transfer shall be considered termination for a reason other than cause. In addition, to the extent a Severed Continuing Employee elects COBRA Continuation Coverage, the amount payable by such Severed Continuing Employee in respect of COBRA premiums during the months that such COBRA Continuation Coverage remains in effect (but only up to the first eighteen (18) months) shall be no less favorable more than the health active employee premiums payable for the same medical and/or dental coverage covering the Severed Continuing Employee and medical benefits in effect on the date of termination of Severed Continuing Employee’s spouse and eligible dependents. Notwithstanding the Officer’s employment and including foregoing, if any dependents being covered by the Officer on the date of his termination who remain eligible for medical Continuing Employee is entitled to severance benefits under an individual severance, employment or similar agreement, the terms of the Bank’s medical plan. To the extent such benefits canagreement and not be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in this Section 1001 of the Patient Protection 5.6 shall govern, and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, Continuing Covered Employees shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything severance benefits only to the contrary herein, extent provided in a Collective Bargaining Agreement or otherwise agreed by the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffapplicable union.

Severance. If Officer’s employment with the Bank is Company should be terminated by the Bank or its successors during the term Without Company for Cause, or by the Bank Employee without Good Reason (in which case the Employee will provide not less than ninety (90) days written notice to the Board), and if there has not been a “Change in Control” within the prior twelve (12) months, no further compensation will be payable to Employee other than Employee’s base salary, any bonus earned but unpaid for the immediately preceding annual performance period and other compensation accrued and payable through the date of such termination. If employment with the Company should be terminated (i) within twelve (12) months of a “Change in Control” of the Company or its successors shall(ii) without Cause or for Good Reason, the Company agrees that Employee will be paid severance compensation, in equal amounts over a period of eighteen (18) months in accordance with the Company’s normal payroll practices, an amount equal to eighteen (18) months of Employee’s then current monthly base salary plus a pro-rated amount of any bonus that would have been earned under the Company’s short-term incentive plan (based on Employee’s last day of employment and all applicable performance) provided all applicable performance conditions are met. In addition, if Employee elects to continue Employee’s health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA), the Company shall pay (or reimburse to Employee) the “employer share” of the COBRA premiums at the same level as was contributed by the Company during Employee’s employment. Employee’s receipt of any such severance payment or COBRA premium is subject to execution by Employee and C▇▇▇▇▇▇▇ of an agreement achieving mutually acceptable terms on matters such as: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day return of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan.all C▇▇▇▇▇▇▇ property, documents, or instruments; (b) pay any Severance due Officer pursuant to Section 5.4 in installments no admission of liability on the same schedule as he was paid immediately prior to the date part of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year.C▇▇▇▇▇▇▇; (c) provide Officer at no charge, during the period that Officer is receiving Severance payments general release of any and all claims; (d) non-disclosure as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment ; (e) non-solicitation of the Salary employees and health and medical benefits shall continue for the Severance pay period with no right of setoffcustomers as described in this Agreement; (f) non-competition as described in this Agreement; (g) cooperation as described in this Agreement; and (h) mutual (bi-lateral) non-disparagement.

Severance. If Officer’s employment with In the Bank event that Employee is terminated by the Bank or its successors during the term Without Causesubject to an Other Involuntary Termination, the Bank or its successors shall: Employee shall be entitled to receive severance benefits as follows: (aA) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the severance payments for [twelve (12) month period immediately preceding Officer’s last day months (if Employee is not the CEO)] [eighteen months (18) (if Employee is the CEO)] after the effective date of employment plus the average cash award paid termination (for purposes of this Section 2(b)[(i)][(ii)], the “Severance Period”) equal to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he base salary which Employee was paid receiving immediately prior to the date of terminationOther Involuntary Termination, each installment to which payments shall be paid during the same amount he would have been paid under this Agreement if he had not been terminated. In Severance Period in accordance with the event Company’s standard payroll practices; and (B) payment by the Company of the Officerfull cost of the health insurance benefits provided to Employee and Employee’s death during spouse and dependents, as applicable, immediately prior to the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance Other Involuntary Termination pursuant to which the Officer is entitled under the terms of this AgreementCOBRA or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. In The benefits to be provided under Section 2(b)(i)[ and 2(b)(ii)] shall be paid or commence to be paid on the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officersixtieth (60th) day following Employee’s termination of employment occurs less than 21 days prior (subject to Employee’s release of claims against the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments Company as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 1(a)). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to Employee could cause the Company to become subject to excise tax as a result of the Patient Protection and Affordable Care Act, as amendedamended by the Healthcare Reform Act, the Company shall pay Employee a dollar monthly amount in cash equal to the after-tax cost (estimated in good faith by amount of the BankCOBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on Employee’s termination of employment and up to three (3) months of outplacement services not to exceed $5,000 per month (with a date determined provider and in a program selected by the Bank; providedCompany, however, that Officer shall not be entitled to any provided Employee commences such payments if employment is terminated in accordance with the provisions services within ninety (90) days of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffEmployee’s Other Involuntary Termination date).

Severance. If Officer’s Executive's employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shallterminated: (a) as a result of Sections 6.01(b) and (f), then the Company shall pay to Officer a total Severance payment equal Executive his full Base Salary, bonuses for the calendar year (or employment period) prior to 2.99 years base salary at the highest rate year (or employment period) in effect during which such termination occurs and Benefits prorated through the twelve (12) month period immediately preceding Officer’s last day effective date of employment plus such termination, and Executive shall be reimbursed for any expenses incurred by him pursuant to Section 4.04 through the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan.termination date; or (b) as a result of Section 6.01(c), 6.01(d) or 6.01(e), then the Company shall pay any Severance due Officer pursuant to Section 5.4 in installments on Executive or Executive's estate (1) his full Base Salary, bonuses for the same schedule as he was paid immediately calendar year (or employment period) prior to the year (or employment period) in which such termination occurs, pro-rated bonuses for the current year (or period) and Benefits prorated through the effective date of terminationsuch termination and (2) additional Base Salary, each installment to be payable in monthly installments, plus additional Benefits, for the same amount he period from the effective date of such termination until the later of (i) one year after the effective date of such termination and (ii) the date on which the then-current Initial Term or Renewal Term, as the case may be, would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. expired (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to if participation by Executive in any such payments if Benefit plan or program after the termination of his employment is terminated in accordance not permitted under such plan or program, then the Company will provide him with the provisions equivalent benefits); Executive shall be reimbursed for any expenses incurred by him pursuant to Section 4.04 through the effective date of Section 5.2(asuch termination; Executive shall be paid $700 per month (or a prorated portion thereof) for the automobile to be used by Executive from the effective date of such termination until the later of (i) one year after the effective date of such termination and (ii) the date on which the then-current Initial Term or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay periodRenewal Term, as outlined abovethe case may be, with an entity such that the employment by that entity is not in violation would have expired; and all stock options granted to Executive shall immediately vest and be exercisable as of, and for a period of Section 6 of this Agreementtwelve months after, the Bank agrees that payment effective date of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffsuch termination.

Severance. If Officerthe Company terminates the Employee’s employment for reason other than for Cause, the Employee shall be entitled to the following compensation and benefits: a. The Company shall pay the Employee a lump sum equal to Employee’s W-2 compensation that would be payable hereunder but for such termination for the Thirty-six (36) month period on the first day of the month of the Employee’s termination, said sum to be paid within Thirty (30) days after the Employee’s termination of employment. b. The Company shall pay the Employee all bonus of deferred compensation (whether in the form of cash, stock or otherwise) accrued but unpaid as of the Employee’s termination, said sum to be paid within Thirty (30) days after the Employee’s termination or employment. c. For a period of Twenty-four (24) months after the Employee’s termination of employment with the Bank is terminated by the Bank or its successors during the term Without CauseCompany, the Bank or its successors shall: (a) Company shall continue to pay to Officer a total Severance payment equal to 2.99 years base salary at for and provide existing employee welfare benefits which the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day Employee is receiving as of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of terminationtermination of employment, each installment to be including life insurance, health, medical, dental, vision and wellness, accidental death and dismemberment and disability benefits; provided, however that the same amount he would have been paid Company’s obligations under this Agreement if he had not been terminated. In subsection shall terminate from the event date that the Employee first becomes eligible after termination of employment with the OfficerCompany for similar coverage under another employer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. plan. d. Notwithstanding anything to the contrary contained herein, in any Stock Option Agreement: (i) all unvested shares underlying stock options shall become fully vested as of the date of the Employee’s termination and (ii) the Employee shall continue to be treated under each Stock Option Agreement as if Officerthe Employee was an employee of the Company until the first to occur of (x) the Twenty-Four (24) month anniversary of the Employee’s termination of employment occurs less than 21 days prior to or (y) the end of any calendar year, no Severance payment shall be made hereunder until after the commencement expiration of the next calendar year. (c) provide Officer at no charge, during the exercise period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible provided for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Banktherein; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts of the Employee’s death or Disability after the date of the Employee’s termination of employment during hereunder, the Severance pay period, as outlined above, with an entity such that time for exercise after death or Disability prescribed in the employment by that entity is not in violation of Section 6 Stock Option Agreement shall apply. The provisions of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits subsection shall continue also apply to all substitute stock options granted to Employee in exchange for the Severance pay period with no right of setoffEmployee’s Company stock options to which this subsection applies.

Severance. If Officer’s In the event the Employee's employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at by the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. Company without cause, or (b) by the Employee for Good Reason, subject to the conditions stated herein, the Company shall continue to pay any Severance due Officer pursuant to the Employee his then current Base Salary set forth in Section 5.4 in installments on the same schedule as he was paid immediately prior to 3.1 for a period of 12 months from the date of termination, each installment subject to offset for any amounts then owed the Company by the Employee; provided, if the Employee is entitled to compensation and benefits arising from termination of employment due to change of control under the Executive Change of Control Agreement between the parties, such compensation and benefits shall be in lieu of and not in addition to compensation under this Section 4.4. Severance shall be paid in such installments and subject to such deductions as the same amount he Employee's Base Salary has otherwise been paid during the Term of this Agreement. The Employee shall be entitled to employment benefits and continuation of vesting of stock options during the time severance is paid hereunder. The Employee is eligible to receive bonus payments that are equivalent to what the employee would have been paid under this Agreement if he had not been terminatedeligible for or the amount equivalent to what they received over the last year, during the time severance is paid. In The employee may receive benefits obtained through the event exercise of COBRA rights, to the extent applicable. Notwithstanding the foregoing, the Company's obligation to make severance payments, pay bonus payments, provide benefits and continue vesting of stock options hereunder is expressly conditioned upon the Employee's ongoing compliance with the provisions of the Officer’s death during the period of time while he is receiving SeveranceConfidentiality, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Inventions and Non-Competition Agreement. In the event Officer the Employee breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of such agreement, the Bank’s medical planCompany's obligations hereunder shall automatically terminate, without any notice to the Employee. To THE EMPLOYEE AGREES THAT SEVERANCE AS PROVIDED HEREIN SHALL BE THE SOLE CONSIDERATION TO WHICH HE IS ENTITLED IN THE EVENT OF THE TERMINATION OF HIS EMPLOYMENT WITHOUT CAUSE OR FOR GOOD REASON, AND THAT SEVERANCE WILL NOT BE PAID IN THE EVENT OF TERMINATION WITH CAUSE OR RESIGNATION WITHOUT GOOD REASON, AND THE EMPLOYEE EXPRESSLY WAIVES AND RELINQUISHES ANY CLAIM TO OTHER OR FURTHER CONSIDERATION. Severance pay, bonus pay, benefits and/or vesting of stock options under this Section 4.4 are expressly conditioned upon the extent such benefits cannot be provided under Employee's execution and delivery of a plan because Officer is no longer an employee release of all claims against the Bank or it is not Company in a form satisfactory to the Company in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 exercise of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffits reasonable discretion.

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay Subject to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect Section 7.1(a) and Section 7.2(b), during the twelve (12) month period immediately preceding Officer’s last day applicable Post-Closing Protected Period, the Buyer shall, or shall cause an Affiliate to, provide any Transferred Employee located in the United States who experiences a termination of employment plus by or with the average cash award paid Buyer or its applicable Affiliate under circumstances that entitle or would have entitled such Transferred Employee to Officer over severance benefits under the last three preceding years from applicable severance plan of the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid applicable Seller Entity effective immediately prior to the date of hereof and set forth on Schedule 7.2 (each, a “Seller Severance Plan”) (such termination, each installment to be the same amount he a “Qualifying Termination”), with cash severance benefits no less favorable than those set forth in such applicable Seller Severance Plan that would have been paid under this Agreement if he had not been terminated. In apply in the event of a termination of employment “In Connection with a Change in Control” (as defined in the Officer’s death during applicable Seller Severance Plan) (the period “Specified Severance Benefits”), with all such cash severance benefits to be conditioned upon execution by such Transferred Employee of time while he is receiving Severancea valid release of claims for the benefit of the Seller and the Buyer (or an applicable Affiliate of the Buyer), Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and on a form reasonably acceptable to the extent not yet paidSeller and the Buyer. The Buyer shall provide the Seller with notice of all Qualifying Terminations and provide documentation of compliance with this Section 7.2, shall thereupon immediately cease and terminateincluding copies of executed releases of claims, within sixty (60) days of each such Qualifying Termination. Notwithstanding anything to the contrary contained hereinin this Agreement, if Officer’s termination the provision of employment occurs less than 21 days prior severance benefits pursuant to this Section 7.2 shall exclude any entitlements or obligations to accelerate the end vesting of any calendar year, no Severance payment shall be made hereunder until after the commencement equity or equity-based awards of the next calendar yearBuyer then-held by the applicable Transferred Employee. (cb) provide Officer at no chargeNotwithstanding anything to the contrary in Section 7.1(a), the Seller shall reimburse the Buyer and its Affiliates for the aggregate Specified Severance Benefits and the employer-portion of taxes associated therewith, payable to or for the benefit of any Transferred Employees (except for the employees set forth on Schedule 1.1(i)) who experience a Qualifying Termination during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination first [***] of the Officer’s employment applicable Post-Closing Protected Period (the “Seller-Covered Qualifying Termination Period” and including any dependents being covered by a Qualifying Termination during the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amendedSeller-Covered Qualifying Termination Period, a dollar amount equal to “Seller-Covered Qualifying Termination”). In connection with the after-tax cost foregoing, (estimated in good faith by the Banki) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of terminationSeller-Covered Qualifying Termination Period, on a date determined by the Bank; provided, however, that Officer Buyer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything provide to the contrary hereinSeller an invoice setting out the aggregate Specified Severance Benefits and the employer-portion of taxes associated therewith, in payable as a result of all Seller-Covered Qualifying Terminations (the event that Officer accepts employment during “Seller Reimbursement Amount”), and (ii) the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits Seller shall continue reimburse Buyer for the Severance pay period with no right Seller Reimbursement Amount within forty-five (45) days following receipt of setoffsuch invoice.

Severance. (a) If Officer’s employment with the Bank Employment Period is terminated by the Bank Company without Cause or its successors during by you for Good Reason (as defined in Section 5(h) below), you will be entitled to receive (i) your Base Salary as in effect at the term Without Causetime of such termination to the extent such amount has accrued through the Termination Date (as defined in Section 5(e) below) and remains unpaid, (ii) any fully earned and declared but unpaid Performance Bonus as of the Termination Date, (iii) an amount equal to the sum of Base Salary you would have received from the date of such termination through the then applicable Expiration Date, which shall be payable in the same amounts and at the same intervals as if the Employment Period had not ended and (iv) any unpaid Expenses as of the Termination Date. Upon delivery of the payments and benefits described in this Section 5(a), the Bank Company shall have no further obligation to you under this letter agreement or otherwise with respect to your employment with the Company. The Company’s obligation to make the payments to you described in clause (iv) of this Section 5(a) is conditioned upon your executing and delivering, no later than 14 days following the Termination Date, a release relating to your employment by the Company in favor of the Company, its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at Affiliates and their respective stockholders, officers, members, managers, directors, employees, subsidiaries and affiliates substantially in the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan.form attached as Exhibit A. (b) If the Employment Period is terminated by the Company for Cause or by you other than for Good Reason, the Company will pay any Severance due Officer pursuant to Section 5.4 you (i) your Base Salary as in installments on effect at the same schedule as he was paid immediately prior to the date time of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and such termination to the extent not yet paidsuch amount has accrued through the Termination Date and remains unpaid, shall thereupon immediately cease (ii) any fully earned and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement declared but unpaid Performance Bonus as of the next calendar yearTermination Date, and (iii) any unpaid Expenses as of the Termination Date. Upon delivery of the payment described in this Section 5(b), the Company will have no further obligation to you under this letter agreement or otherwise with respect to your employment with the Company. (c) provide Officer If the Employment Period is terminated upon your Disability (as defined in Section 5(g) below) or death, the Company will pay you or your estate or succession, whichever is applicable, (i) your Base Salary as in effect at no chargethe time of such termination to the extent such amount has accrued through the Termination Date and remains unpaid, during (ii) any fully earned and declared but unpaid Performance Bonus as of the period that Officer is receiving Severance payments as described in 5.4 (a) Termination Date, and (b)iii) any unpaid Expenses as of the Termination Date. (d) Except as otherwise required by law or as specifically provided herein, with a continuation all of medical benefits at terms no less favorable than your rights to salary, severance, fringe benefits, bonuses and any other amounts hereunder (if any) accruing after the health and medical benefits in effect on termination of the Employment Period will cease upon the earlier of the date of such termination and your last day of active service. In the event the Employment Period is terminated, your sole remedy, and the sole remedy of your successors, assigns, heirs, representatives and estate, will be to receive the payments described in this letter agreement. (e) Any termination of the Officer’s employment and including any dependents being covered Employment Period by the Officer on Company (other than termination upon your death) or by you must be communicated by written notice (in either case, a “Notice of Termination”) to you. For purposes of this letter agreement, “Termination Date” means (i) if the Employment Period is terminated by your death, the date of his termination who remain eligible for medical benefits under your death, (ii) if the terms Employment Period is terminated upon your Disability, by the Company or by you, the date specified in the Notice of the Bank’s medical plan. To the extent such benefits canTermination (which may not be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following earlier than the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3Notice). Notwithstanding anything contained herein to the contrary hereincontrary, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment any termination of the Salary and health and medical benefits shall continue for Employment Period by you must be communicated to the Severance pay period with Company no right of setoffless than 30 days prior to the intended Termination Date.

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay In addition to Officer a total Severance payment equal to 2.99 years any accrued but unpaid base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on bonus earned through the date of termination of employment, which shall be payable to Employee regardless of the Officerreasons for such termination, if Employee’s employment and including any dependents being covered under this Agreement is terminated by the Officer on the date of his termination who remain eligible Company for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Actother than Cause, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, then Employee shall be paid entitled to receive his salary until the Officer within thirty (30) days following the date scheduled expiration of termination, on a date determined by the Bankthis Agreement; provided, however, that Officer during such time Employee shall seek other employment (the "Severance Benefit"). (b) Notwithstanding anything in this Agreement to the contrary, Employee shall not be entitled to any such payments of the Severance Benefit described herein if employment is terminated in accordance with the provisions of Section 5.2(a(i) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer of a Change of Control (A) Employee is offered Comparable Employment by a Successor Company (as defined below); or (B) Employee accepts employment during with a Successor Company (other than transition services that may be requested of Employee by the Successor Company), regardless of whether that employment constitutes Comparable Employment or (ii) if Employee accepts employment with another company on comparable terms following termination for other than Cause. The term “Successor Company” means, upon a Change of Control, a successor to the Company as a result of the acquisition of securities, a merger, liquidation, reorganization, consolidation or sale of assets of the Company, or otherwise a successor to the Company as a result of the Change of Control. Severance pay period, benefits shall be payable only upon Employee’s termination of employment with the Company as outlined above, provided herein. In no event shall the Company have any liability for severance with an entity such that the respect to Employee’s termination of employment by that entity is not in violation of Section 6 with a Successor Company. For purposes of this Agreement, "Comparable Employment" shall mean an offer to continue this Agreement for the Bank agrees that payment remaining term, or an offer for a new contract incorporating substantially all of the Salary terms of this Agreement as they would apply as of the date of the closing of a transaction which constitutes a Change of Control, including, at least, Employee’s then current base salary, formula bonus, perquisites and health and medical benefits shall continue for the Severance pay period with no right of setoffbenefits.

Severance. If OfficerEmployee’s employment with the Bank is terminated by Employer without Cause (as defined in Section 9(b)(ii) hereof) or by Employee for Good Reason (as defined in Section 9(b)(i) hereof), subject to Employee’s compliance with the Bank or its successors during obligations in Sections 3(c), 4, 6 and 7 hereof, and subject to Section 15(c) hereof in the term Without Causecase of amounts in excess of the Separation Pay Limit to the extent that the Separation Pay Limit is applicable, the Bank or its successors shall: (a) pay to Officer a total Severance Employee shall receive payment of an amount equal to 2.99 years base the quotient obtained by dividing (i) Employee’s Base Salary and Target Cash Incentive (as defined below) for the year of termination (less any salary at and incentive award payments paid to Employee for employment during any period following the highest rate in effect during the delivery or receipt of a written notice of termination), by (ii) twelve (12) (but not as an employee), for each month period immediately preceding Officer’s last day of employment plus in the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. Severance Period (bas defined in Section 3(b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s hereof) following such termination of employment occurs (the “Basic Severance”), payable in accordance with the regular payroll practices of Employer, but not less frequently than 21 days prior to monthly, provided that the end of any calendar year, no Severance first payment shall be made hereunder until on the first payroll period after the commencement sixtieth (60th) day following such termination and shall include payment of any amounts that would otherwise be due prior thereto. Notwithstanding the next calendar year. foregoing, if Employee’s employment is terminated by Employer without Cause or by Employee for Good Reason within twenty-four (c24) provide Officer at no charge, during months after a Change in Control (as defined in the period that Officer is receiving Severance payments as described in 5.4 Markit Ltd. 2014 Equity Incentive Award Plan (a) and (bthe “Plan”)), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount Employee shall receive additional monthly severance payments equal to the after-tax cost quotient obtained by dividing (estimated in good faith by i) Employee’s Base Salary and Target Cash Incentive for the Bank) year of obtaining such benefits, or substantially similar benefits, shall be termination (less any salary and incentive award payments paid to the Officer within thirty (30) days Employee for employment during any period following the date delivery or receipt of a written notice of termination), on a date determined by the Bank; provided(ii) twelve (12) (but not as an employee), however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(afor twelve (12) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff.months,

Severance. If Officer’s employment with In the Bank event that Employee is terminated by the Bank or its successors during the term Without Causesubject to an Other Involuntary Termination, the Bank or its successors shall: Employee shall be entitled to receive severance benefits as follows: (aA) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the severance payments for [twelve (12) month period immediately preceding Officer’s last day months (if Employee is a SVP)] [eighteen months (18) (if Employee is the CEO)] after the effective date of employment plus the average cash award paid termination (for purposes of this Section 2(b)[(i)][(ii)], the “Severance Period”) equal to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he base salary which Employee was paid receiving immediately prior to the date of terminationOther Involuntary Termination, each installment to which payments shall be paid during the same amount he would have been paid under this Agreement if he had not been terminated. In Severance Period in accordance with the event Company’s standard payroll practices; and (B) payment by the Company of the Officerfull cost of the health insurance benefits provided to Employee and Employee’s death during spouse and dependents, as applicable, immediately prior to the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance Other Involuntary Termination pursuant to which the Officer is entitled under the terms of this AgreementCOBRA or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. In The benefits to be provided under Section 2(b)(i)[ and 2(b)(ii)] shall be paid or commence to be paid on the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officersixtieth (60th) day following Employee’s termination of employment occurs less than 21 days prior (subject to Employee’s release of claims against the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments Company as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 1(a)). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to Employee could cause the Company to become subject to excise tax as a result of the Patient Protection and Affordable Care Act, as amendedamended by the Healthcare Reform Act, the Company shall pay Employee a dollar monthly amount in cash equal to the after-tax cost (estimated in good faith by amount of the BankCOBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on Employee’s termination of employment and up to three (3) months of outplacement services not to exceed $5,000 per month (with a date determined provider and in a program selected by the Bank; providedCompany, however, that Officer shall not be entitled to any provided Employee commences such payments if employment is terminated in accordance with the provisions services within ninety (90) days of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffEmployee’s Other Involuntary Termination date).

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay Pursuant to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement, Company shall pay Employee Severance Pay for the number of months stated in Exhibit A as the “Severance Pay Period” if (i) the Employee resigns with Good Reason at any time during the term of this Agreement or (ii) the Employee’s employment is terminated by the Company or its successor without Cause within six months after a Change of Control. Further, pursuant to the terms of this Agreement and provided Employee is not entitled to receive Severance Pay under the preceding sentence, Company shall pay Employee Severance Pay for fifty percent (50%) of the number of months stated in Exhibit A as the “Severance Pay Period” if Company terminates the Employee’s employment without Cause within eighteen (18) months after the Effective Date. Employee is not entitled to Severance Pay for a termination based on Death/Disability, resignation without Good Reason, or termination for Cause, unless the Company advises Employee of its intent to enforce Employee’s non-compete obligations under Section 3.3 of this Agreement. Employee acknowledges and agrees that, regardless of the reason for termination, Employee’s continued eligibility for Severance Pay, if applicable, is contingent upon Employee’s compliance with Section 3.3 of this Agreement and that Employee shall not be entitled to any Severance Pay, and Company can discontinue the payment of any Severance Pay, if Employee violates the provisions of Sections 3.3 of this Agreement. Discontinuance of such payments, however, will not prevent the Company from otherwise enforcing Section 3.3 of this Agreement. Severance Pay, if applicable, shall be equivalent to Employee’s monthly base pay multiplied by the Severance Pay Period. If the Employee agrees to a reduction in base salary at any time, the highest base salary received subsequent to the Effective Date will be used for purposes of calculating the base salary portion of Severance Pay. To the extent Employee is eligible for Severance Pay under this Agreement, such Severance Pay is contingent upon Employee’s execution of a reasonable Release of All Claims in such form of Release as presented by the Company to Employee (“Release”) within a time period to be determined by the Company, such period not to exceed fifty (50) days. In the event Officer breaches Employee refuses to sign and/or revokes any provision of Section 6 of this Agreementsuch reasonable Release, Officer’s entitlement Employee acknowledges and agrees that Employee shall not be entitled to any Severance and benefits, if and Pay so that the Company shall have no further obligation to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s compensate Employee under this Agreement for termination of employment occurs less other than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) paying earned but unpaid salary and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical planaccrued vacation. To the extent Employee is eligible for Severance Pay under this Agreement, the Company shall pay such benefits cannot be provided under a plan because Officer is no longer an employee Severance Pay monthly following Employee’s “separation from service” (as defined in Section 409A of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 Internal Revenue Code of the Patient Protection and Affordable Care Act1986, as amendedamended (the “Code) and Treasury Regulations and other guidance promulgated or issued thereunder (collectively referred to as “Section 409A”)), a dollar amount equal to except that Severance Pay that would have been paid during the after-tax cost (estimated in good faith by 60 days immediately following the Bank) of obtaining such benefits, or substantially similar benefits, shall Employee’s separation from service will be paid to on the Officer within thirty (30) days 60th day following the date of termination, on a date determined by the Banksuch separation from service; provided, however, that Officer the Company shall not make no payments until six months after Employee’s separation from service, at which point all delayed payments will be entitled to any made in a lump sum within 30 days following the end of such payments 6-month period, but only (i) if employment Employee is terminated a “Specified Employee” (as defined in accordance with the provisions of Section 5.2(a409A) or Section 5.3. Notwithstanding anything and (ii) to the contrary herein, in extent required to avoid additional taxation under Section 409A. To the event that Officer accepts employment during the extent Employee is eligible for Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of Pay under this Agreement, the Bank Company shall provide to Employee payments for continued medical and dental insurance coverage under the Company’s group health plan at the existing level during the Severance Pay Period (or if shorter, the period of time during which Employee is entitled to continuation coverage under Section 4980B (COBRA)) regardless of whether Severance Pay is paid monthly or delayed. This Agreement is intended to comply with Section 409A to the extent applicable, and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A. If any provision of this Agreement (or of any compensation or benefits hereunder) would cause Employee to incur any additional tax or interest under Section 409A, the Company shall, after consulting with Employee, reform such provision to comply with Section 409A, to the extent permitted under Section 409A; provided, however, that the Company agrees that payment to maintain, to the maximum extent deemed practicable, the original intent and economic benefit to Employee of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff.applicable provision without violating or causing taxation under Section 409A.

Severance. If Officer(a) the Employee’s employment with the Bank is terminated by the Bank Company without Cause or its successors during by the term Without Cause, the Bank Employee for Good Reason or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) the Employee is not offered continuing employment on substantially the same terms as set forth herein in connection with a Change of Control, then, in either case, the Company shall pay any Severance due Officer pursuant to Section 5.4 in installments the Employee, as severance, an aggregate amount equal to: (i) his then current base salary during the twelve-month period commencing on the same schedule as he was paid immediately prior to the effective date of termination, each installment the termination of Employee’s employment relationship with the Company (the “Severance Period”) and (ii) an amount equal to be twelve times the same monthly amount he would have been that the Company paid under this Agreement if he had not been terminatedfor the Employee’s participation in the Company’s health insurance plan during the month immediately preceding the Termination Date. In the event All of the Officerforegoing amounts shall be payable pro rata over the Severance Period in accordance with the Company’s death during the period normal payroll practices. Additionally, any bonus amounts earned as of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement a fiscal year but not paid as of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, Termination Date shall be paid to the Officer Employee in a manner consistent with payment of such bonus amounts to the Company’s other senior management employees notwithstanding the subsequent termination of the Employment Period. All benefits, including health insurance benefits, offered by the Company shall cease as of the Termination Date and the Employee may elect to continue his participation in the Company’s health insurance benefits at the Employee’s expense pursuant to COBRA by notifying the Company in the time specified in the COBRA notice to be delivered by the Company to the Employee as of the Termination Date and by the Employee paying the monthly premium himself. Notwithstanding the foregoing, the Company shall not make any payments pursuant to this Section 1.2 to the Employee unless and until (x) the Employee executes and delivers to the Company a general release in substantially the form of Exhibit A attached hereto (the “Release”), (y) such Release is executed and delivered to the Company within thirty twenty-one (3021) days after the Termination Date and (z) all time periods for revoking such Release have lapsed (the “Release Period”). Once the executed Release is delivered to the Company, if any payments pursuant to this Section 1.2 had been deferred pending the receipt of such Release, the first payment following such delivery shall be in an amount equal to the total amount to which the Employee would otherwise have been entitled to during the period following the date of termination, on a date determined by the Banktermination if such deferral had not occurred; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay periodRelease Period begins in one calendar year but ends in a subsequent calendar year, as outlined above, with an entity such that then the employment by that entity is not first payment hereunder shall in violation of Section 6 of this Agreement, no event be made prior to the Bank agrees that payment first day of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffsubsequent calendar year.

Severance. If Officer(i) In the event of any termination of the Executive’s employment for any reason, the Executive (or his or her estate) shall be entitled to (A) his or her Base Salary through the date of termination, (B) the value of his or her accrued but unused vacation and paid time off through the date of termination, (C) except in the case of termination for Cause, any bonus earned in a prior year but not yet paid on the date of termination, (D) reimbursement of all business expenses properly incurred prior to the date of termination consistent with Company policy, and (E) any benefits, including any continuation or conversion rights, provided under any employee benefit plan or policy of the Company (not including any severance, separation pay, or supplemental unemployment benefit plan), in accordance with the Bank terms of such plan or policy (the “Accrued Benefits”). (ii) In the event of termination of the Executive’s employment by reason of death, the Company shall pay or provide to the Executive’s estate: (A) the Accrued Benefits, (B) the Executive’s Base Salary, in accordance with its normal payroll practices (but not less frequently than monthly), for a period of six (6) months from the effective date of such termination, (C) an amount equal to the Executive’s Target Bonus for the fiscal year of termination pro-rated through the date of termination (determined based on the number of days that the Executive is terminated employed by the Bank Company in such year) and paid promptly following such termination, and (D) continued health benefits for the Executive’s eligible dependents at the Company’s expense (or its successors during such portion thereof as is then funded by the term Without Cause, Company for other employees of the Bank or its successors shall:Company) for the period described above in clause (B). (aiii) pay In the event of a termination by the Company pursuant to Officer a total Severance payment equal to 2.99 years base salary at Section 10(a)(iii), or if the highest rate in effect Executive terminates this Agreement during the twelve (12) month period immediately preceding Officer’s last day months after a Change of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer Control pursuant to Section 5.4 10(a)(v), the Company shall (A) pay or provide to the Executive the Accrued Benefits, (B) pay the Executive a pro-rata annual bonus in installments respect of the fiscal year in which the effective date of termination occurs (determined based on actual performance and the number of days the Executive is employed by the Company in such fiscal year), with such annual bonus (if any) paid at the same schedule time it would have otherwise been paid absent the Executive’s termination of employment, (C) continue to pay the Executive his or her Base Salary, in accordance with its normal payroll practices (but not less frequently than monthly), and shall continue the Executive’s, and his or her eligible dependents’, health insurance benefits at the Company’s expense (or such portion thereof as he was paid immediately prior to is then funded by the Company for other employees of the Company) for a period of twelve (12) months from the effective date of such termination, and (D) provide the Executive, at the Company’s expense, with senior executive level outplacement services for a period of twelve (12) months from the date of termination, each installment to using a reputable provider selected by the Executive with the Company’s consent, which shall not be the same amount he would have been paid under this Agreement if he had unreasonably withheld, provided that such outplacement expenses shall not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches exceed $25,000 in any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar yearevent. (civ) provide Officer at no chargeExcept as expressly provided in this Section 10(b), during upon the period that Officer is receiving Severance termination of the Executive’s employment, all payments as hereunder shall cease. (v) The payments and benefits described in 5.4 Sections 10(b)(ii) and 10(b)(iii) are in lieu of, and not in addition to, any other severance arrangement maintained by the Company. The payments and benefits described in Sections 10(b)(ii) and 10(b)(iii), other than the Accrued Benefits, (athe “Severance Benefits”) are conditioned on clauses (A) and (bB) below: A. The Executive’s (or in the case of the Executive’s death, his/her estate’s) execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the sixtieth (60th) day following the effective date of his or her termination of employment, of a general release of claims against the Company and its affiliates substantially in the form attached hereto as Exhibit A (the “Release”). Subject to Section 11 below, the Severance Benefits will begin to be paid or provided ten (10) days after the Release becomes irrevocable (or with respect to any amount payable under Section 10(b)(iii)(B), with a continuation of medical benefits at terms no less favorable than such later time as specified therein); provided that if the health and medical benefits in effect on seventy (70) day period following the date of termination of begins in one taxable year and ends in a second taxable year, such payments or benefits shall not commence until the Officer’s employment and including second taxable year. The initial payment will include any dependents being covered by Severance Benefits that, but for the Officer on above-described timing rule, would have otherwise been paid since the date of his termination who remain eligible for medical benefits under the terms Executive’s cessation of employment. B. The Executive’s continued compliance with the provisions of Sections 5, 6, 7 and 8 of this Agreement. (vi) The Executive shall not be required to seek or accept other employment, or otherwise to mitigate damages, as a condition to receipt of the Bankbenefits described in Sections 10(b)(ii) and 10(b)(iii), and such benefits shall not be reduced or offset by an amounts received by the Executive from any other source, except to the extent provided in Section 10(b)(vii), below. (vii) Any continuation of health insurance under this Section 10(b) will be accomplished by the Company’s medical planwaiver or payment of the applicable premium for COBRA continuation coverage. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank Executive (or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Acthis eligible dependents, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bankapplicable) of obtaining such benefitsare not eligible, or substantially similar benefitscease to be eligible, shall be paid to the Officer within thirty for COBRA continuation (30) days following the date for example, because of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated their enrollment in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreementanother employer’s group health plan), the Bank agrees that payment of the Salary and Company’s obligation to continue group health and medical benefits shall continue for the Severance pay period with no right of setoffcoverage under this Section 10(b) will cease.

Severance. If Officer’s employment with In lieu of any severance pay or severance benefits otherwise payable to the Bank is terminated by Employee under any plan, policy, program or arrangement of the Bank Company or its successors during the term Without Causesubsidiaries, the Bank or its successors shallfollowing shall apply: (a) pay to Officer If there is a total Severance payment equal to 2.99 years base salary Termination (as herein defined) of the Employee's employment with the Company at the highest rate in effect during the any time within twelve (12) month months after the occurrence of a Change of Control (as herein defined), such Employee shall be entitled to receive a lump-sum severance payment equal to (i) one hundred percent (100%) of such employee's then current salary plus (ii) the amount of such employee's most recently paid regular bonus (excluding special bonuses) attributable to a full calendar year's service to the Company (or, if higher, the amount of the bonus attributable to a calendar year's service which was paid to the Employee immediately prior to the Change of Control). All outstanding Stock Options granted to the Employee which are not vested and exercisable as of the date of Termination shall become vested and exercisable as of such date and shall remain exercisable for the periods prescribed in the Stock Option Plan. The Employee, such Employee's spouse and eligible dependents will continue to be provided with medical and dental benefits for the twelve (12)-month period immediately preceding Officer’s last day following such Employee's Termination on the same basis as provided to active employees of the Company. Following such twelve (12)-month period, the Employee, such Employee's spouse and eligible dependents will begin eligibility for continuation of medical and dental coverage in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"). The Employee shall have no duty to mitigate damages by seeking other employment. The Company shall have no right to offset hereunder with respect to any compensation or benefits received by the Employee from or in connection with any employment subsequent to such Employee's Termination of employment plus with the average cash award paid to Officer over the last three preceding years from the Executive Incentive PlanCompany. (b) pay If the Employee voluntarily terminates employment with the Company for any Severance due Officer pursuant to Section 5.4 in installments on the same schedule reason other than "Good Reason" (as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death herein defined) during the twelve (12)-month period following a Change of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments Control as described in 5.4 (aSection 2(a) and (b)below, with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall Employee will not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) severance payment or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment acceleration of the Salary and health and medical benefits shall continue for the Severance pay period with no right vesting of setoffany unvested Stock Options.

Severance. If OfficerProvided (i) the Executive executes and delivers to the Company, within twenty-one (21) days (or forty-five (45) days if such longer period is required under applicable law) after the Effective Date of Termination, a written release in substantially the form attached hereto as Exhibit B (the “Release”) and (ii) the Executive does not revoke such Release during any applicable revocation period, the Company shall cause the payments and benefits described in this Section 6 (the “Severance Payments”) to be made in connection with the termination of the Executive’s employment with the Bank Company during the Employment Term, unless such termination (i) is terminated by the Bank or its successors during the term Without Company for Cause, (ii) occurs by reason of the Bank Executive’s death or its successors shallDisability or (iii) is by the Executive under circumstances that do not constitute a Resignation for Good Reason. Severance Payments due and payable to the Executive by the Company in accordance with this Section 6 shall be determined as follows: (ai) pay In lieu of any further salary payments to Officer a total Severance the Executive for periods subsequent to the Effective Date of Termination, the Company shall cause cash severance payment to be made to the Executive in an aggregate amount equal to 2.99 years base salary at two (2) times such Executive’s Annual Base Salary (the highest rate “Cash Severance Payments”). Such Cash Severance Payments shall be made in effect during twenty-four (24) successive equal monthly installments on the twelve (12) month period immediately preceding Officer’s last fifteenth day of employment plus each month beginning with the average cash award paid to Officer over fifteenth day of the first calendar month, within the sixty (60) day period following the date of the Executive’s Separation from Service by reason of such termination of employment, that is coincident with or next following the date on which the required Release first becomes effective following the expiration of all applicable revocation periods, but in no event shall such initial payment be made later than the last three preceding years from business day of such sixty (60)-day period on which the Release is so effective. Should the fifteenth day of any such calendar month not be a business day, then the payment for that month shall be made on the first business day thereafter. The monthly Cash Severance Payments to which Executive Incentive Planbecomes entitled in accordance with this Section 6(c)(i) shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code. (bii) pay any Severance due Officer Provided the Executive and his or her spouse and eligible dependents elect to continue medical care coverage under the Company’s group health care plans pursuant to Section 5.4 in installments on their COBRA rights, the same schedule as he was paid immediately prior Company shall reimburse the Executive for the costs the Executive incurs to obtain such continued coverage (collectively, the date of termination“Coverage Costs”), each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paidthose Coverage Costs exceed the amount payable at the time by a similarly-situated active employee for the same level of coverage, until the earlier of (x) twenty-four (24) months after the Effective Date of Termination or (y) the first date on which the Executive is covered under another employer’s health benefit program without exclusion for any pre-existing medical condition. During the COBRA continuation period, such coverage shall thereupon immediately cease and terminatebe obtained under the Company’s group health care plans. Notwithstanding anything Following the completion of the COBRA continuation period, such coverage shall continue under the Company’s group health plans or one or more other plans providing equivalent coverage. In order to obtain reimbursement for the reimbursable portion of the Coverage Costs under the applicable plan or plans, the Executive must submit appropriate evidence to the contrary contained herein, if Officer’s termination Company of employment occurs less than 21 each periodic payment within sixty (60) days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of required payment date for those Coverage Costs, and the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, Company shall be paid to the Officer within thirty (30) days after such submission reimburse the Executive for the reimbursable portion of that payment. To the extent the Executive incurs any other medical care expenses reimbursable pursuant to the coverage obtained hereunder, the Executive shall submit appropriate evidence of each such expense to the plan administrator within sixty (60) days after incurrence of that expense and shall receive reimbursement of the documented expense within thirty (30) days after such submission or after any additional period that may be required to perfect the claim. During the period such medical care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (a) the amount of Coverage Costs or other medical care expenses eligible for reimbursement in any one calendar year of such coverage shall not affect the amount of Coverage Costs or other medical care expenses eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no Coverage Costs or other medical care expenses shall be reimbursed after the close of the calendar year following the date calendar year in which those Coverage Costs or expenses were incurred; and (iii) the Executive’s right to the reimbursement of terminationsuch Coverage Costs or other medical care expenses cannot be liquidated or exchanged for any other benefit. To the extent the reimbursed Coverage Costs are treated as taxable income to the Executive, the Company shall report the reimbursement as taxable W-2 wages and collect the applicable withholding taxes, and the resulting tax liability shall be the Executive’s sole responsibility. As a condition to the foregoing medical care coverage, the Executive hereby agrees to provide prompt written notice to the Company of any medical care coverage to which he or she becomes entitled under another employer’s health benefit plan. (iii) The Executive shall also be entitled to continued coverage, for a period of twenty-four (24) months following the Effective Date of Termination, under the Company’s employee group term life insurance and disability insurance plans at the level in effect for the Executive on the Effective Date of Termination. The Company shall, prior to the last day of each month during such twenty-four (24)-month period, pay to the applicable insurance companies the amount by which the aggregate premium required to provide Executive with such coverage for the month exceeds the monthly amount that a date determined by similarly-situated active employee is required to pay in order to obtain such coverage, as measured as of the BankEffective Date of Termination (the “Monthly Benefit Payments”); provided, however, that Officer the Company’s obligation to make such Monthly Benefit Payments shall not cease in the event Executive fails to pay his or her portion of the aggregate monthly premium for such coverage. Except to the extent a later payment date is otherwise required pursuant to Section 6(h)(i) of this Restated Agreement, the Company shall make the initial Monthly Benefit Payment on the earlier of (A) the fifteenth day of the first calendar month, within the sixty (60) day period following the date of the Executive’s Separation from Service, that is coincident with or next following the date on which the required Release first becomes effective following the expiration of all applicable revocation periods or (B) the last business day of such sixty (60)-day period on which the Release is so effective. Each Monthly Benefit Payment shall be entitled treated as a right to a separate payment for purposes of Code Section 409A and shall constitute taxable income to Executive The Company shall collect the applicable withholding taxes from the Cash Severance Payments or any such payments other amounts due Executive under this Restated Agreement. (iv) All unvested long-term incentive grants, if employment is terminated any, outstanding on the Effective Date of Termination shall immediately vest. To the extent any of the grants are stock options, each of those options shall remain exercisable for the underlying shares of Common Stock until the expiration or sooner termination of that option in accordance with the terms of the applicable stock option agreement. To the extent any of the grants are restricted stock unit awards, the shares of Common Stock underlying each such award shall be issued at the time or times specified in the applicable award agreement, subject to any required deferral pursuant to the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff6(g)(i).

Severance. If Officer’s your employment with the Bank is terminated (i) by the Bank Company other than for Cause or its successors during (ii) by you for Good Reason (as defined below), in addition to the term Without CauseAccrued Amounts and in lieu of any payments or benefits under any other Company separation policy or program, the Bank or its successors shall: you will be entitled to: (aA) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during sum of twelve (12) months of your Base Salary plus twelve (12) months of your Target Annual Bonus Opportunity (the amount of such payment, the “Severance Amount”); and (B) a payment equal to the premiums that you would pay if you elected continued health coverage under the Company’s health plan for you and your eligible dependents for the twelve (12) month period immediately preceding Officer’s last day of employment plus following the average cash award paid to Officer over Termination Date, less the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments applicable active employee rate, which premiums will be calculated based on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled rate determined under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits COBRA rate in effect on the date of termination of the Officer’s employment and including Termination Date (“Medical Benefit Payment”); provided that any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not delays in the Bank’s best interests to provide settlement or payment of such benefits due to the applicable nondiscrimination requirements awards that are set forth in the applicable award agreement and that are required under Section 1001 409A of the Patient Protection and Affordable Care ActInternal Revenue Code, as amendedamended (the “Code”), and the Treasury Regulations thereunder (“Section 409A”) shall remain in effect. The Company’s obligations to make the payments and provide the benefits set forth in (A) and (B) in this Section 3(b) shall be conditioned upon your continued compliance with your obligations under Section 4 below and your execution and nonrevocation of a dollar amount equal release of claims in favor of the Company and its affiliates in a form provided by the Company (“Release”). Notwithstanding any provision to the after-tax cost contrary herein (estimated in good faith by other than the Bankprovisions of Section 7 below), and without limitation of any remedies to which the Company may be entitled, (I) of obtaining such benefits, or substantially similar benefits, the Severance Amount shall be paid to in installments in accordance with the Officer Company’s regular payroll practices during a twelve (12) month period commencing within thirty sixty (3060) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance Termination Date (with the provisions of Section 5.2(afirst such payment to include all installment amounts from the Termination Date), and (II) or Section 5.3. Notwithstanding anything to the contrary herein, Medical Benefit Payment shall be paid in a lump sum within sixty (60) days following the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such Termination Date; provided that the employment by that entity Release is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffeffective.

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay With respect to Officer each Business Employee or Transferred Employee (i) to whom the Purchaser does not offer employment as of the Closing Date at a total location within twenty miles of such Business Employee’s principal work location immediately prior to the Closing Date, or (ii) to whom the Purchaser offers such employment as of the Closing Date but such offer does not provide compensation and benefits which are, in the aggregate, comparable to such Business Employee’s compensation and benefits while employed by the Seller, or (iii) whose employment by the Purchaser is terminated without cause (as defined in the Seller’s Severance payment equal Plan) prior to 2.99 years base salary at October 31, 2007, and for whom the highest rate in effect during Seller provides severance benefits under the twelve (12) month period immediately preceding OfficerSeller’s last day Severance Plan, the Purchaser shall promptly reimburse the Seller for the cost of employment plus the average cash award paid to Officer over the last three preceding years such severance benefits upon receipt of reasonably satisfactory documentation from the Executive Incentive PlanSeller of the payment of such benefits. (b) pay any Severance due Officer With respect to claims for reimbursement pursuant to clause (ii) of Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. 8.5(a): (i) In the event that a trial court or other trier of fact determines that the Seller is obligated to provide severance benefits under the Seller’s Severance Plan to a Business Employee or Transferred Employee, then the Seller shall notify the Purchaser thereof promptly and the Purchaser shall reimburse the Seller for the cost of such severance benefits, upon receipt of reasonably satisfactory documentation from the Seller of the Officer’s death during the period payment of time while he is receiving Severancesuch benefits, Officer’s estate will without challenge; (ii) The Seller shall not be paid the remaining component obligated to pursue any post-decision challenges or remedial action, including without limitation post-judgment motions or appeals, of Severance to which the Officer is entitled under the terms any determination described in clause (i) of this AgreementSection 8.5(b). In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefitsHowever, if the Purchaser reasonably determines that a post-judgment challenge or remedial action is appropriate and to timely notifies the extent not yet paidSeller thereof, then the Seller shall thereupon immediately cease reasonably cooperate with the Purchaser in such pursuit and terminate. Notwithstanding anything to the contrary contained hereinPurchaser shall pay all costs and expenses, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar yearincluding attorneys’ fees, no Severance payment shall be made hereunder until after the commencement of the next calendar yearassociated with such pursuit and decisions therefrom. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered Any amounts to be reimbursed by the Officer on Purchaser under this Section 8.5 shall be reduced by the date amount of his termination who remain eligible for medical benefits under any severance payments actually made by the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due Purchaser to the applicable nondiscrimination requirements set forth in Section 1001 relevant Business Employee(s) or Transferred Employee(s). For avoidance of doubt, the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, Purchaser shall have no liability whatsoever for severance payments or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled benefits to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffperson listed on Schedule 8.1(a).

Severance. If OfficerIn the event that: (i) the Executive’s employment with the Bank is terminated by the Bank or its successors during the term Without involuntarily for any reason other than Cause, death or Disability or Executive terminates his employment for Good Reason as described in Section 24 (f) herein; (ii) the Bank Executive’s employment is terminated in connection with a Change of Control under the terms and conditions described in Section 9 herein; or its successors shall: (aiii) pay the Executive’s employment is terminated for Good Reason under the terms and conditions described in Section 11 herein ( in each instance described in (i)-(iii) above, a “Qualifying Termination”), then, in each case subject to Officer a total Severance payment Section 12, Executive shall be entitled to receive an amount equal to 2.99 years (i) not less than a minimum of six months of Executive’s base salary at the highest rate then in effect during immediately prior to Executive’s termination of employment payable in six (6) equal installments, less applicable withholdings, plus (ii) a pro-rated portion of the Executive’s targeted bonus then in effect for such period through the date of Executive’s termination of employment. No more than twelve (12) month period immediately preceding Officer’s last day months of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to severance shall be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled payable under the terms of this Agreement. In the event Officer breaches any provision of that the period in which a Release, as defined in Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained 12 herein, if Officer’s termination is subject to revocation begins in one taxable year and ends in another taxable year, payment shall not commence until the beginning of employment occurs less than 21 days the second taxable year. The parties hereto acknowledge that Executive shall not be required to complete any minimum years of service with the Company after the effective date of the Agreement in order to be eligible to receive a severance benefit under this Agreement and that he shall be credited for years of service completed with the Company prior to being appointed as the end Company’s President and Chief Executive Officer. For each year of any calendar yearservice completed with the Company, no Severance payment or its wholly-owned subsidiary, Ministry Partners Securities, LLC, Executive shall be made hereunder until after the commencement entitled to an additional two months of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such severance benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer no more than twelve months of severance benefits shall not be entitled to any such payments if employment is terminated in accordance with paid under the provisions terms of Section 5.2(a) or Section 5.3this Agreement upon the occurrence of a Qualifying Termination event. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 For purposes of this Agreement, therefore, the Bank agrees parties hereto acknowledge that payment Executive has completed five years of service with the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff.Company or its wholly-owned subsidiary, Ministry Partners Securities, LLC. 

Severance. If Officer’s The Severance Allowance Policy is as follows: • Employees with less than three full years of continuous service are not entitled to severance pay. • For those employees entitled to severance pay, one week of severance shall be paid for each full year of continuous service (e.g. 12.5 years of service would entitle an employee to 12 weeks of severance) • The maximum severance benefit is 15 weeks pay even if the employee has more than 15 years of continuous service. • Continuous service is defined as the whole span of continuous employment with the Bank is terminated by Company at Joint Base ▇▇▇▇▇▇▇, or continued employment with the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments Company and predecessor contractors on the same schedule as he was paid immediately prior government customer contract and preceding government customer contracts at Joint Base ▇▇▇▇▇▇▇, whichever is greater. An employee placed on layoff shall be considered to the date of termination, each installment have experienced a break in service if such employee is placed on layoff and subsequently recalled from layoff or later rehired. • Employees who are recalled after having received severance pay and then laid off again shall receive severance on their subsequent layoff based solely on time worked following their most recent recall to be the same amount he would have been paid under this Agreement if he had not been terminatedwork. In the event of termination by the Officer’s death during prime contractor of its contract with the period Company for work to be performed at Joint Base ▇▇▇▇▇▇▇, the ▇▇▇▇▇▇▇▇▇ allowance policy detailed above will be modified as follows: An employee shall not receive severance allowance if the employee is offered employment by, employed by or accepts employment, or enters into an agreement for subsequent employment with a succeeding contractor under a follow-on contract where credit for prior length of time while service is preserved under substantially equal conditions of employment in a position requiring the same, similar, or greater responsibility. If an employee fails to exert all reasonable efforts to secure employment with a successor company, even though a position is available, he will forfeit severance rights. When an employee is formally advised that he is receiving Severanceto be placed on layoff status, Officer’s estate other more senior employees within the same work area may request consideration to replace the affected employee. The employee who is volunteering to be laid off in place of the person who was to be laid off (in seniority order) will complete the appropriate forms absolving the Company and the Union of any future liability. The request for layoff will be paid reviewed by management consistent with the remaining component needs of Severance to which the Officer is entitled under business**. Management action on the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and request will not be subject to the extent not yet paid, shall thereupon immediately cease Grievance procedure. It is clearly understood by the Company and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to Union that this would be a voluntary action on the end of any calendar year, no Severance payment shall be made hereunder until after the commencement part of the next calendar year. (c) provide Officer at no charge, during requesting employee and the period Union would be notified of such request. It is also understood that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not so laid off will be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, layoff benefits in the event that Officer accepts employment during the Severance pay period, same manner as outlined above, with an entity such that the employment by that entity is not if he was laid off in violation of Section 6 of this Agreement, the Bank agrees that payment seniority order. **Needs of the Salary and health and medical benefits shall continue for business is defined as impact on the Severance pay period with no right of setoffmission.

Severance. If Officer’s In the event you actually commence employment with the Bank is terminated Company and the Company then terminates your employment without Cause, or the Company then terminates your employment for Good Reason (in each case as defined below) and provided you (i) enter into, do not revoke and comply with the terms of a separation agreement and release in the form provided by the Bank Company which shall include, without limitation, a general release of claims against the Company and related persons and entities, nondisparagement obligations, a seven-business day revocation period and a twelve-month post-employment noncompetition obligation, substantially in the form attached as Exhibit A (the “Release”) within the time period provided in the Release but in no event later than 60 days after the Date of Termination (the “Release Requirement”); (ii) resign from any and all positions, including, without implication of limitation, as a director, trustee or its successors during officer, that you then hold with the term Without CauseCompany and any affiliate of the Company; and (iii) comply with the Restrictive Covenant Agreement, then in addition to the Accrued Obligations, the Bank or its successors shallCompany will provide you with the following “Severance Benefits”: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at continuation of your Base Salary as of the highest rate in effect during Date of Termination for the twelve six (126) month period that immediately preceding Officer’s last day follows the Date of employment plus Termination (the average cash award paid to Officer over “Salary Continuation Payments,” and such period, the last three preceding years from “Severance Period”); provided in the Executive Incentive Plan.event you breach any of the Restrictive Covenant Obligations, all payments of the Salary Continuation Payments shall immediately cease; and (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date if elected, continuation of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and group health plan benefits to the extent not yet paid, shall thereupon immediately cease authorized by and terminateconsistent with 29 U.S.C. § 1161 et seq. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments commonly known as described in 5.4 (a) and (b“COBRA”), with a continuation the cost of medical the regular premium for such benefits at terms no less favorable than shared in the health same relative proportion by the Company and medical benefits you as in effect on the date Date of termination Termination until the earliest of (i) the end of the Officer’s employment Severance Period; (ii) the date you become eligible for health benefits through another employer or (iii) the date you otherwise become ineligible for COBRA. You authorize the deduction from the Salary Continuation Payments of the portion of such premiums for which you are responsible. The Salary Continuation Payments shall commence within 60 days after the Date of Termination and including any dependents being covered by the Officer shall be made on the date of his termination who remain eligible for medical benefits under the terms of the BankCompany’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bankregular payroll dates; provided, however, that Officer if the 60-day period begins in one calendar year and ends in a second calendar year, the Salary Continuation Payments shall not begin to be entitled to any such payments if employment is terminated paid in accordance with the provisions second calendar year. In the event you miss a regular payroll period between the Date of Termination and first Salary Continuation Payment date, the first Salary Continuation Payment shall include a “catch up” payment. Solely for purposes of Section 5.2(a) or 409A of the Internal Revenue Code of 1986, as amended (“Section 5.3409A”), each Salary Continuation Payment is considered a separate payment. Notwithstanding anything to the contrary hereinforegoing, in the event that Officer accepts employment during you are entitled to any payments pursuant to the Restrictive Covenants Agreement (as defined below) (including without limitation Garden Leave Pay as defined therein), the Severance pay periodBenefits to be paid to you in any calendar year will be reduced by the amount that you are paid in the same such calendar year pursuant to the Restrictive Covenants Agreement. For the avoidance of doubt, in the event your employment is terminated by the Company for Cause, by you for any reason, or due to your death or disability (the latter as outlined abovedetermined by the Company in good faith), with an entity such that you will be entitled to the employment by that entity is Accrued Obligations but not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for to the Severance pay period with no right of setoffBenefits.

Severance. If Officer’s employment with As severance, Employee shall receive the Bank following payments and/or benefits and Employee is terminated by not entitled to any other payments, salary, bonus, compensation or benefits from the Bank or its successors during the term Without Cause, the Bank or its successors shallCompany except as set forth within this paragraph 2: (ai) pay The Company shall continue to Officer a total Severance make available to Employee health benefits as were provided to Employee prior to the Resignation Date through the maximum time period for which COBRA would be available to Employee, which may be satisfied by Company by payment of Employee’s COBRA premium, in an amount consistent with the Company’s portion prior to the Resignation Date, provided Employee must timely elect and otherwise satisfy all COBRA requirements and payment obligations not assumed by Company; and (ii) The Company shall take all steps necessary, by resolution of its Board of Directors or Compensation Committee (as Administrator of the Plan) and does hereby extend the post termination exercise period of all vested and unvested stock options or restricted stock awards made to Employee pursuant to the Company’s 2003 Stock Option/Stock Issuance Plan or any other plan or award, all such options and awards, whether vested or unvested, to be immediately vested as of the Resignation Date, the exercise price to be revised to be equal to 2.99 years base salary at the highest rate in closing price per share as reported on NASDAQ on the date of this Agreement, and the term thereof to extend for the original term of such awards without regard to any termination date of Employee (for the absence of doubt, Section I.C. (1)(i) of the Plan shall be inapplicable and the options and other awards shall not have the effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last termination of any option three preceding years from the Executive Incentive Planmonths following termination nor shall stock awards, if any terminate upon termination). (biii) pay Until all periods under any Severance due Officer pursuant statute of limitations applicable to Section 5.4 claims which may be able to be asserted against any officer or director in installments on the same schedule as he was paid immediately office prior to the date hereof under any federal or state law, rule or regulation, or in any action that may be asserted by any shareholder of terminationCompany, each installment against Employee for any actions taken by Employee in any capacity prior to the date hereof, without the prior written consent of Employee, the Company shall continue to maintain in full force and effect naming Employee as a covered person thereunder in such aggregate amount and with such coverage, and subject to such terms and conditions relating to matters such as deductibles, covered claims, allocation, defense cost coverage and similar matters at no less than the current level presently in effect, and with an insurer possessing a rating at least equivalent to that of the present carrier of the Company’s Director’s and Officers Liability Insurance Policy (the Executive and Organization Liability Insurance Policy), at Company’s sole cost and expense. Company shall pay in advance the full annual premium for the policy period to commence on March 6, 2009 and expiring March 6, 2010, with such prepayment to be made no later than November 15, 2008. The Company further agrees to provide Employee, and shall request the same amount he would have been paid under Company’s insurer provide Employee, with prompt notice of any change in coverage (including pending or threatened termination of coverage), and agrees that failure to provide such notice not in accordance with this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate section will be paid the remaining component of Severance to which the Officer is entitled under the terms constitute a breach of this Agreement. In The Company agrees that any breach or threatened breach of the event Officer breaches any provision of Section 6 provisions of this Agreement, Officer’s entitlement paragraph would cause Employee to any Severance suffer irreparable harm and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with injunctive relief to enforce the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffparagraph.

Severance. If Officer’s employment Subject to your continued compliance with the Bank Company’s Proprietary Information and Inventions Agreement, if your employment is terminated by the Bank Company without Cause (as defined below) and other than by reason of your death or its successors during Disability (as defined below) or you resign for Good Reason (as defined below), you shall be entitled to receive, in lieu of any severance benefits to which you may otherwise be entitled under any severance plan or program of the term Without CauseCompany, the Bank benefits provided below: • Your fully earned but unpaid base salary, through the date such termination is effective at the rate then in effect, and all other amounts or its successors shall: (a) pay benefits to Officer a total Severance payment equal to 2.99 years which you are entitled under any compensation, retirement or benefit plan of the Company at the time of your termination of employment in accordance with the terms of such plans, including, without limitation, any continuation of benefits required by COBRA or applicable law; • Your monthly base salary at the highest rate as in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s your termination of employment occurs for 12 months (the “Severance Period”), payable, at the Company’s sole discretion, in lump sum on the Company’s first regularly-scheduled payroll date, or in installments in accordance with the Company’s usual payroll practices (and in any event no less frequently than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (bsemi-monthly), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect first installment commencing on the first payroll date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer that is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) 60 days following the date of termination, on a your termination of employment (and any installment payments which would otherwise have been paid to you before the 60th day following the date determined by of your termination of employment will be paid together with the Bank; first installment) (provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during such termination by the Company without Cause or resignation for Good Reason occurs following the occurrence of a Change in Control (as defined below), the Severance pay Period shall be increased to 24 months and the cash severance shall instead be paid in a lump sum on the Company’s first regularly-scheduled payroll date after the effective date of the “Release” (as defined below); and • For the Severance Period (or, if earlier, (I) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“‘COBRA”) expires or (2) the date you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (such period, the “COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as outlined of the date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall reimburse you on a monthly basis for an amount equal to (A) the monthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment. If the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, with an entity the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such that coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. • Upon a Change in Control due to a Merger or Acquisition, 100% of your unvested Stock Awards shall be automatically accelerated upon execution of the Merger or Acquisition transaction. • In the event your termination by the Company without Cause or your resignation for Good Reason occurs within 90 days prior to or at any time following a Change in Control, the vesting and/or exercisability of all of your outstanding unvested Stock Awards (as defined below) shall be automatically accelerated in full on the later of (a) the date of your termination of employment or (b) the date of the Change in Control. • Upon the termination of your employment by that entity is not in violation reason of Section 6 of this Agreementyour death or Disability (as defined below), the Bank agrees that payment vesting and/or exercisability of all of your outstanding unvested Stock Awards (as defined below) shall be automatically accelerated in fuII on the Salary and health and medical benefits shall continue for the Severance pay period with no right date of setoffyour termination of employment.

Severance. If Officer’s your employment with the Bank is terminated by the Bank Company without Cause or its successors by you for Good Reason, the Company will continue to pay you your Base Salary in accordance with the Company’s normal payroll cycle during the term Without Causeperiod commencing on the date of termination and ending on the six (6) month anniversary of such date of termination; provided, however, that, if your employment is terminated by the Company without Cause or you resign for Good Reason within six (6) months after a Change of Control, the Bank or its successors shall: (a) Company will instead pay to Officer a total Severance payment equal to 2.99 years base salary at you your Base Salary in accordance with the highest rate in effect Company’s normal payroll cycle during the period commencing on the date of termination and ending on the twelve (12) month period immediately preceding Officeranniversary of such date of termination. If you are participating in the Company’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments group health insurance plans on the same schedule as he effective date of termination without Cause or by you for Good Reason, and you timely elect and remain eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of your COBRA premiums that the Company was paid immediately paying prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the effective date of termination for such six- or twelve-month severance period, as applicable, or for the continuation period for which you are eligible, whichever is shorter. Notwithstanding the foregoing provisions of the Officer’s employment this Section (i) if you become reemployed with another employer and including any dependents being covered by the Officer on the date of his termination who remain are eligible for medical or other welfare benefits under another employer provided plan, the terms medical and other welfare benefits described herein shall cease, and (ii) the payments pursuant to this Section are conditional on (A) your not being in breach of your obligations under Section 5 of this Agreement or the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it Proprietary Agreement which breach, if reasonably curable, is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer cured within thirty (30) days following the date of termination, on a date determined after delivery to you by the Bank; providedCompany of written notice of such breach, howeverand (B) the Company’s receipt of an executed general release in favor of the Company, that Officer shall not be entitled in a form acceptable in good faith and reasonableness to any such payments if employment is terminated in accordance with the Company (executed by you or your other duly authorized representative) and the expiration of the revocation period set forth therein. You agree to accept the aforementioned severance compensation as liquidated damages for your termination under the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything this Section, and understand and agree that such liquidated damages are in lieu of all other compensation and benefits owed to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 you under any and all other provisions of this Agreement, the Bank agrees Agreement and further constitute reasonable compensation for losses that payment of the Salary you may incur and health and medical benefits shall continue for the Severance pay period with no right of setoffare not a penalty.

Severance. If Officerthe Employment Period and Executive’s employment with the Bank Employer is terminated by the Bank Employer without Cause or its successors during by Executive for Good Reason (and not, for purposes of clarity, by the term Without Employer for Cause, as a result of the Bank or its successors shall: (a) pay to Officer Employer providing a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day Notice of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer Non-Renewal pursuant to Section 5.4 1 hereunder or due to Executive’s death or disability), then, in installments on the same schedule as he was paid immediately prior addition to the date Accrued Obligations, subject to and conditioned upon (i) Executive’s timely execution and delivery to the Employer of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event a general release of claims in favor of the Officer’s death during Company substantially in the period form attached hereto as Exhibit A (the “General Release”), which General Release (x) may be updated by the Employer to comply with applicable law in effect at the time of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if OfficerExecutive’s termination of employment occurs and (y) becomes effective and irrevocable within sixty (60) days following the Date of Termination, and (ii) Executive’s continued compliance with the restrictive covenants set forth in the Grant Agreement and Section 5 below (collectively, the “Restrictive Covenants”), the Employer shall pay or provide to Executive the following payments and benefits (collectively, the “Severance”): (i) An amount in cash equal to no less than 21 days prior to nine (9) months of Executive’s then-current Base Salary (the end of any calendar year, no “Cash Severance”). The Cash Severance payment shall be made hereunder until after payable in substantially equal installments in accordance with the commencement of the next calendar year. (c) provide Officer at no charge, Employer’s general payroll practices during the period commencing on the Date of Termination and ending on such date as set forth in the Employer’s then-current Executive Severance Plan, and, in any event, ending no earlier than on the nine (9)-month anniversary of the Date of Termination (the “Severance Period”); provided, that Officer is receiving the first installment shall not be paid until the first regular Employer payroll date following the effective date of the General Release and any amounts otherwise payable prior thereto shall be paid on such first payroll date without interest thereon. Notwithstanding the foregoing, if the aggregate period in which Executive may consider and/or revoke the General Release spans two (2) calendar years, no portion of the Cash Severance payments shall be paid until the second such calendar year (and any payment otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Employer payroll date occurring in the latter such calendar year (or, if later, the first regularly scheduled Employer payroll date occurring after the General Release becomes effective and irrevocable)); and (ii) Subject to Executive’s (A) timely election of, and continued eligibility for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as described in 5.4 amended (a) “COBRA”), and (b), with a continuation B) continued payment of medical benefits all premiums (without any copayment) at terms no less favorable than the health same level and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer cost to Executive as if Executive were an employee of the Bank or it is not Employer, continued participation in the BankEmployer’s best interests to provide such benefits due group health plan (to the extent permitted under applicable Law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) during the period commencing on the Date of Termination and ending on the earlier of (x) the last day of the Severance Period, and (y) the date on which Executive becomes covered by a group health insurance program provided by a subsequent employer (in any case, the “COBRA Period”); provided, that if the Employer is unable to cover Executive under its group health plans (including because any portion of the COBRA premium would violate the nondiscrimination requirements set forth in Section 1001 rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Affordable Care Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amendedamended (the “Code”) or because the Employer would incur penalties as a result of the applicable plan being “self-insured” or otherwise pursuant to applicable Law (in each case as determined by the Employer in its reasonable discretion)), a dollar then an amount equal to each remaining Employer subsidy (the “COBRA Reimbursement Payment”) will thereafter be paid to Executive in substantially equal cash payments in accordance with the Employer’s regular payroll practices over the COBRA Period (or remaining portion thereof), which payments will be treated as taxable payments (if not already treated as taxable payments). In addition, on each date on which the monthly COBRA Reimbursement Payment is made, the Employer shall pay to Executive an additional amount equal to the afterapplicable federal, state and local income and payroll taxes Executive actually incurs on such monthly COBRA Reimbursement Payment (the “Health Gross-tax cost (estimated in good faith by Up Payment”). In the Bank) of obtaining event the Employer is required to pay a COBRA Reimbursement Payment and Health Gross-Up Payment, such benefits, or substantially similar benefits, payments shall be paid to the Officer within thirty (30) days following the date of termination, on Executive in a date determined by the Bank; provided, however, manner that Officer shall not be entitled is intended to any such payments if employment is terminated in accordance comply with the provisions requirements of Section 5.2(a) or Section 5.3Treas. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffReg section 1.409A-3(i)(1)(iv).

Severance. If Officerthe Executive terminates this Agreement and his employment with the Company for Good Reason or if the Executive’s employment with the Bank Company is terminated by the Bank Company without Cause or its successors during by non-renewal of this Agreement by the term Without CauseCompany, the Bank or its successors shallCompany shall pay severance to the Executive as follows: (ai) severance pay to Officer a total Severance payment in an amount equal to 2.99 years 1.0 times the Executive’s then-current annual base salary salary, such amount to be paid in a one-time installment; and (ii) if the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage (at the highest rate coverage levels in effect during immediately prior to the Executive’s termination) until the earlier of: (A) the expiration of a period of twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years months from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of terminationtermination or (B) the date upon which the Executive becomes covered under similar plans of any subsequent employer or is otherwise ineligible for COBRA; provided, each installment however, if the Company determines that it cannot pay such amounts to be the same amount he would have been paid under this Agreement group health plan provider or the COBRA provider (if he had not been terminated. In the event applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Officer’s death during Public Health Service Act), then the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance Company shall convert such payments to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and payroll payments directly to the extent not yet paid, shall thereupon immediately cease and terminateExecutive for the time period specified above. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment Such payments shall be made hereunder until after subject to applicable tax-related deductions and withholdings and paid on the commencement of Company’s regular payroll dates. All payments and benefits set forth in the next calendar year. foregoing items (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (ai) and (bii) hereof are defined as the “Severance Pay and Benefits.” The Executive’s receipt of the foregoing Severance Pay and Benefits is conditioned upon his execution and delivery to the Company of a separation and release agreement acceptable to the Company governing the termination of the employment relationship between the Executive and the Company and the Executive’s release of all claims against all members of the Avadel Group of Companies and their employees, officers, directors, contractors and other related persons (the “Separation and Release Agreement”), with a continuation and allowing the applicable revocation period required by law to expire without revoking or causing revocation of medical benefits at terms same, within the time period set forth in the Separation and Release Agreement and in no less favorable event more than the health and medical benefits in effect on sixty (60) days following the date of termination of the OfficerExecutive’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits employment. The amounts payable under the terms of the Bank’s medical plan. To this Section 3.2, to the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefitstaxable, shall be paid or commence to be paid within 60 days after the Officer within thirty (30) days following the Executive’s date of termination, on a date determined by the Bank; provided, however, that Officer shall not be if the 60-day period spans more than one calendar year, any payments that the Executive is entitled to any receive during such payments if employment is terminated period shall be accumulated and paid in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, a lump sum only in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffsubsequent calendar year.

Severance. If Officer’s at any time (i) your employment with the Bank Company is terminated by the Bank Company without Cause or by you for Good Reason, and in either event within one year after the consummation of a Change in Control (and other than a result of your death or disability); and (ii) not later than 60 days following your termination of employment you execute a general release of claims (the “Release”) in favor of the Company in such form provided by the Company, return such Release to the Company within the applicable time period set forth therein, and permit such Release to become effective in accordance with its successors terms; then, on the sixtieth (60th) day following such termination of employment, you shall receive or commence to receive, as the case may be Continuation of your then-current base salary, less required deductions and withholdings, for a period of Twelve (12) months after your employment termination date, payable on the Company's regular payroll dates. In addition to continuation of your then current base salary, the Company will pay your COBRA health insurance premiums sufficient to maintain your then-current coverage for a period of one year following termination of employment, provided that you timely elect COBRA, continue to be eligible for COBRA during such time period, and do not become eligible for health insurance benefits through another employer. You agree to promptly notify the Company in writing if you become eligible for health insurance benefits through another employer during the term Without Causetime you are receiving Severance Benefits. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the foregoing COBRA subsidy without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Bank or its successors shall: (a) pay to Officer Company shall instead provide you with a total Severance taxable monthly payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of terminationmonthly COBRA subsidy, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to regardless of whether you elect COBRA coverage, shall commence in the Officer within thirty (30) days month following the date of termination, month in which you incur a Separation from Service (as defined in Section 4(c) below) and shall end on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment earlier of the Salary date you obtain other employment and health and medical benefits shall continue for the Severance pay period with no right one year anniversary of setoffyour Separation from Service.

Severance. If Officer(a) In the event that the Company terminates Executive’s employment with the Bank is terminated by the Bank or its successors during the term Without without Cause, the Bank or its successors shall: Company will (ax) pay to Officer Executive, in equal installments over a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the period of twelve (12) month period immediately preceding Officermonths and consistent with past payroll practices, an amount equal to the greater of (i) Executive’s last day then current Base Salary, or (ii) Executive’s Base Salary on the date hereof (in each case without giving effect to any bonuses or fringe benefits to which Executive may be entitled) (the “Severance Period”), and (y) provide Executive (and Executive’s spouse and dependants) a lifetime travel pass for Company’s flights, enabling Executive (and Executive’s spouse and dependants) to travel (free of employment plus charge) in any class of service that is available at the average cash award paid time of reservation, if and only if Executive has executed and delivered to Officer over the last three preceding years from the Company a General Release in form and substance substantially similar to Exhibit A attached hereto and, then, only if Executive Incentive Planhas not breached any provision of Section 6, Section 7 or Section 8 hereof. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of Executive ceases to be employed by the Officer’s death during Company for any reason other than a termination by the period of time while he is receiving SeveranceCompany without Cause, Officer’s estate will Executive shall be paid the remaining component of Severance entitled to receive only his Base Salary (without giving effect to any bonuses or fringe benefits to which Executive may be entitled) through the Officer is Termination Date, and Executive shall not be entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefitsother salary, if and to compensation or benefits from the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination Company or any of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar yearits affiliates thereafter. (c) provide Officer at no chargeExcept as otherwise expressly provided herein, during all of Executive’s rights to salary, bonuses, fringe benefits and other compensation hereunder which accrue or become payable after the period that Officer is receiving Severance payments Termination Date shall cease upon such date (other than those expressly required under applicable law, such as described in 5.4 (a) COBRA, and (b)accrued but unpaid vacation time, with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, which shall be paid to the Officer within thirty (30) days following the date Termination Date). The Company may offset any amounts Executive owes the Company against any amounts the Company owes Executive hereunder. (d) Notwithstanding any other provision of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of this Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein5, in the event that Officer accepts employment during Executive is terminated without Cause, resigns, dies, or becomes disabled and the Severance Board has, at or prior to the time of such termination, resignation, death or disability, awarded a bonus to Executive which the Company has not yet paid, the Company shall, within thirty (30) days after the date of such termination, resignation, death or disability, pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 awarded bonus to Executive. (e) For purposes of this Agreement, “Cause” shall mean (i) the Bank agrees that payment commission of a felony or a crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to the Company or any of its subsidiaries or any of their customers or suppliers, (ii) failure to perform duties of the Salary office held by Executive as directed by the Board or the CEO, following written notice of such failure by the Board or the CEO to Executive and health and medical benefits shall continue for a failure by Executive, within the Severance pay period ten business (10) days, to cure such failure, (iii) gross negligence, fraud or willful misconduct with no right respect to the Company or any of setoffits affiliates, and/or (iv) any breach of Section 6, Section 7 and/or Section 8 of this Agreement.

Severance. If Officer’s In further consideration of the entering into of this Agreement by Employee, Daleen agrees to entitle Employee to a severance pay benefit based up▇▇ ▇▇▇e salary dependent upon the duration of Employee's employment with the Bank is terminated by the Bank or its successors during the term Without CauseDaleen, the Bank or its successors shalldetermined as follows: (a) pay to Officer One hundred and eig▇▇▇ ▇▇ys (180) or less of employment will result in a total Severance payment severance benefit equal to 2.99 years base six (6) months salary at the highest rate subject to a six (6) month Non-Compete period; b) Employment beyond one hundred and eighty days (180) or less of employment will result in effect during the a severance benefit equal to twelve (12) months salary subject to a twelve (12) month period immediately preceding Officer’s last day Non-Compete period; c) The Company reserves the right to waive the Non-Compete period. If DTI waives the Non-Compete Period in it's entirety or any portion of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of terminationit, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment there shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during severance benefit paid for the period that Officer is receiving Severance payments as described has been waived. Daleen shall pay the foregoing severance benefit in 5.4 (a) and (b), accordance with a continuation of medical benefits at terms no less favorable than the health and medical benefits p▇▇▇▇▇▇ policies in effect on at the date time of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical planseparation. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer Employee shall not be entitled to any such payments severance benefit if employment is terminated in accordance by Daleen "for cause" or if Employee voluntarily resigns from his or her ▇▇▇▇▇yment with Daleen subject to the provisions of the Non-Compete period in Section 5.2(a) or Section 5.3▇(▇). Notwithstanding anything to the contrary herein, As used in this Agreement determination "for cause" shall be defined as termination of Employee by Daleen in the event that Officer accepts Employee has been convicted of any felony or, in ▇▇▇ ▇▇se of other crimes, involving moral turpitude or dishonesty, or for any breach by Employee of any agreement with Daleen or of its employment during or business policies (including without limitation theft or misuse of company property), or for any other act or omission by Employee which does not fit into the Severance pay periodprevious categories but which Daleen in good faith believes has occurred to its detriment and about ▇▇▇▇▇ Employee has received at least one (1) written warning by Daleen and despite such prior written warning, as outlined above, with an entity Employee has a second ▇▇▇▇▇▇on committed such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffact or omission.

Severance. If Officer’s In further consideration of the entering into of this Agreement by Employee, Dale▇▇ ▇▇▇ees to entitle Employee to a severance pay benefit based upon base salary dependent upon the duration of Employee's employment with the Bank is terminated by the Bank or its successors during the term Without CauseDale▇▇, the Bank or its successors shall▇▇termined as follows: (a) pay to Officer One hundred and eighty days (180) or less of employment will result in a total Severance payment severance benefit equal to 2.99 years base six (6) months salary at the highest rate subject to a six (6) month Non-Compete period; b) Employment beyond one hundred and eighty days (180) of employment will result in effect during the a severance benefit equal to twelve (12) months salary subject to a twelve (12) month period immediately preceding Officer’s last day Non-Compete period; c) The Company reserves the right to waive the Non-Compete period. If DTI waives the Non-Compete Period in its entirety or any portion of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of terminationit, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment there shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during severance benefit paid for the period that Officer is receiving Severance payments as described has been waived. Dale▇▇ ▇▇▇ll pay the foregoing severance benefit in 5.4 (a) and (b), accordance with a continuation of medical benefits at terms no less favorable than the health and medical benefits payroll policies in effect on at the date time of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical planseparation. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer Employee shall not be entitled to any such payments severance benefit if terminated by Dale▇▇ "▇▇r cause" or if Employee voluntarily resigns from his or her employment is terminated in accordance with Dale▇▇ ▇▇▇ject to the provisions of the Non-Compete period in Section 5.2(a) or Section 5.32(c). Notwithstanding anything to As used in this Agreement determination "for cause" shall be defined as termination of Employee by Dale▇▇ ▇▇ the contrary hereinevent Employee has been convicted of any felony or, in the event that Officer accepts case of other crimes, involving moral turpitude or dishonesty, or for any breach by Employee of any agreement with Dale▇▇ ▇▇ of its employment during or business policies (including without limitation theft or misuse of company property), or for any other act or omission by Employee which does not fit into the Severance pay periodprevious categories but which Dale▇▇ ▇▇ good faith believes has occurred to its detriment and about which Employee has received at least one (1) written warning by Dale▇▇ ▇▇▇ despite such prior written warning, as outlined above, with an entity employee has a second occasion committed such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffact or omission.

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) Subject to Section 20 hereof, if (i) the Company terminates the employment of the Executive during any Employment Period without Cause, or upon the expiration of any Employment Period the Company shall fail to offer to renew or extend the Employment Period (other than if the Executive shall then have reached the Company’s mandatory retirement age), or (ii) the Executive terminates his employment during any Employment Period for Good Reason, then (A) Executive shall be entitled to receive base salary, a pro-rated amount of the Annual Bonus Target for the fiscal year in which the Termination Date occurs, pay for accrued but unused paid time off, and reimbursement for expenses pursuant to Officer Section 12 hereof through the Termination Date (“Accrued Salary and Benefits”) and, in addition, Executive will receive a total “Severance payment equal Package” that shall include (A) a “Severance Payment” equivalent to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officermonths of Executive’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits Base Salary then in effect on the date of termination, payable in accordance with Company’s regular payroll cycle; (B) notwithstanding the vesting and exercisability provisions otherwise applicable to Outstanding Options, all of such options shall be fully vested and exercisable upon such termination and shall remain exercisable as specified in the option grant agreements; and (C) payment by Company of the premiums required to continue Employee’s group health care coverage for a period of twelve (12) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period. Executive will only receive the Severance Package if Executive: (i) complies with all surviving provisions of this Agreement; (ii) executes a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company, and such release has become effective in accordance with its terms prior to the Officer60th day following the termination date, and (iii) agrees not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame or disparage the personal and/or business reputations, practices or conduct of Company, and (iv) immediately resigns all other positions (including board membership) Executive may hold on behalf of Company (provisions (i) through (iv) above are collectively referred to as “Severance Requirements”). All other Company obligations to Executive will be automatically terminated and completely extinguished. Provided the Executive has satisfied the requirements of this Section, the Company shall commence paying the Severance Payment on the sixty-first day following Executive’s termination of employment, and all such amounts that would otherwise have been payable before the sixty-first day shall be payable upon that date. In the event that the Executive does not comply with the Severance Requirements, the Executive shall forfeit the Severance Payment and the Company shall be released from all obligations to continue making group health care coverage premium payments on behalf of the Executive. (b) Subject to Section 20 hereof, if (A) the Executive voluntarily terminates his employment during any Employment Period other than for Good Reason or (B) the Executive’s employment and including any dependents being covered is terminated by the Officer Company during any Employment Period for Cause, then the Executive shall be entitled to receive Accrued Salary and Benefits only; vesting of Outstanding Options shall cease on such Termination Date; any then un-vested Outstanding Options shall terminate (with the then-vested Outstanding Options vested and exercisable as specified in the option grant agreements). (c) Subject to Section 21 hereof, if the Executive’s employment is terminated during any Employment Period due to death or Disability, the Executive (or his estate or legal representative as the case may be) shall be entitled to receive (i) Accrued Salary and Benefits and (ii) a lump sum equal to base salary at the rate in effect on the date of such termination for twelve (12) months, provided Executive or his termination who remain eligible for medical benefits under Estate complies with the terms Severance Requirements. In such case, vesting of the Bank’s medical plan. To Outstanding Options shall cease on such Termination Date, and any then un-vested Outstanding Options shall terminate (with the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not then-vested Outstanding Options vested and exercisable as specified in the Bankoption grant agreements). Provided the Executive has satisfied the requirements of this Section, the Company shall pay the lump-sum amount referenced in (ii) on the sixty-first day following Executive’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 termination of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3employment. Notwithstanding anything to the contrary herein, in In the event that Officer accepts employment during the Executive or his Estate does not comply with the Severance pay periodRequirements, as outlined abovethe Executive and his Estate shall forfeit the lump-sum amount referenced in (ii). (d) Subject to Section 20 hereof, with an entity such that the employment by that entity Executive acknowledges that, upon termination of his employment, he is not entitled to no other compensation, severance or other benefits other than those specifically set forth or referred to in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff.

Severance. If OfficerSubject to Section 6 hereof, if (i) the Company terminates the employment of Employee without Cause, or (ii) Employee terminates her employment for Good Reason, then Employee shall be entitled to receive all of her accrued and then-unpaid base salary, any bonus cash compensation earned by Employee through the effective date of termination (determined at the maximum annual rate for bonus cash compensation provided for above but on a pro-rated basis for the portion of the fiscal year that shall have elapsed when the termination occurs). In addition, subject to Employee’s execution and non-revocation of an agreement containing a release of any and all legal claims and other termination-related provisions in a form acceptable to the Company (the “Separation Agreement”), Employee shall be entitled to receive upon such termination an additional cash payment in the amount of twelve (12) months of such base salary (the “Severance Payment”), and notwithstanding the vesting and exercisability provisions otherwise applicable to the options issued to Employee under prior agreements, the vesting of all shares of common stock underlying such options shall accelerate as of the effective date of such termination, and such options shall remain exercisable for the remainder of their terms. The Company shall pay the Severance Payment in substantially equal installments over six (6) months (the “Severance Benefits Period”) in accordance with the Company’s standard payroll practice, in arrears beginning on the first payroll date that occurs following the thirtieth (30th) day after the date on which Employee’s employment with the Bank is terminated by the Bank or its successors during the term Without CauseCompany terminates; provided, that prior to such date, the Bank or its successors shall: Separation Agreement becomes effective. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination“Code”), each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate Severance Payment will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminateconsidered a separate payment. Notwithstanding anything the foregoing, the Company shall not be required to pay any severance pay for any period following the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the effective date of termination of the OfficerEmployee’s employment hereunder if Employee shall have materially violated the provisions of Sections 3, 8, 10 or 11 of this Agreement and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it violation is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer cured within thirty (30) days following receipt of written notice from the date of termination, on Company containing a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment description of the Salary violation and health and medical benefits shall continue a demand for the Severance pay period with no right of setoffimmediate cure.

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) In the event the Employee's employment is terminated (i) by the Company without Cause, or (ii) by the Employee for Good Reason, then, in lieu of any further salary, benefits, or other payments, the Company shall continue to pay the Employee his then current Base Salary set forth in Section 3.1 for a period of six months from the date of termination ("Severance Period"). Severance shall be paid in such installments and subject to Officer a total Severance payment equal to 2.99 years base salary at such deductions as the highest rate in effect Employee's Base Salary has otherwise been paid during the twelve (12) month period immediately preceding Officer’s last day Term of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Planthis Agreement. (b) pay During the Severance Period, the Employee agrees to provide the Company with any Severance due Officer pursuant reasonable assistance requested by the Company without the necessity of any additional payment to Section 5.4 in installments Employee, provided, however, that any assistance beyond 10 hours a week will be paid by the Company at the Employee's Base Salary rate computed on the same schedule as he was paid immediately prior an hourly basis. Since Employee may be requested to provide services to the date Company during the Severance Period, so long as Employee is not in breach of termination, each installment to be the same amount he would have been paid his obligations under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this or his Business Protection Agreement, Officer’s entitlement his stock options shall continue to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar yearvest during such period. (c) provide Officer at no chargeSeverance pay and/or vesting of stock options under this Section 4.6 are expressly pre-conditioned, during among other things, upon the period that Officer is receiving Severance payments as described in 5.4 (a) Employee's execution and (b), delivery of a release of all claims against the Company and Employee's continued compliance with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due other obligations to the applicable nondiscrimination requirements set forth in Section 1001 Company. Attached as EXHIBIT A is the form of the Patient Protection Waiver and Affordable Care Act, Release of Claims Agreement that must be executed as amended, a dollar amount equal to the afterpre-tax cost (estimated in good faith by the Bank) condition of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date Employee's receipt of termination, on a date determined by the Bank; provided, however, severance. Employee understands that Officer shall he will not be entitled to any such payments if employment severance pay under this Agreement until he executes and delivers this Waiver and Release of Claims Agreement and the seven (7) day revocation period set forth in the Waiver and Release of Claims Agreement has run. Violation of this Agreement or the Business Protection Agreement, a failure to provide requested assistance during the Severance Period, and/or failure to sign the Release and Waiver of Claims Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any Severance amounts paid. (d) The Employee agrees that severance as provided herein shall be the sole remedy to which he is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, entitled in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary termination of his employment without Cause or for Good Reason, and health and medical benefits shall continue for that severance will not be paid in the Severance pay period event of termination with no right of setoffCause, his death or disability, or resignation without Good Reason.

Severance. If Officera. In the event that the Company terminates Employee’s employment without Cause (defined below) or Employee resigns Employee’s employment with Good Reason (defined below), and contingent upon Employee’s continuing compliance with Employee’s obligations outlined in the Bank is terminated Asset Purchase Agreement between SureHarvest, Inc., Where Food Comes From, Inc., and the Company, dated December 28, 2016 (“APA”) and the Employee’s execution, non-revocation, and delivery of a Confidential Severance and Release Agreement in a form substantially similar to Exhibit A of this Agreement (the “Release Agreement”), Employee will be entitled to receive severance benefits based upon Employee’s Salary in effect as of the date of termination (the “Severance Amount”). The Severance Amount will initially be equal to thirty-six (36) months of Employee’s Salary in effect as of the date of termination. The Severance Amount will be reduced by one month for each full month after the Effective Date that the Employee remains employed by the Bank or its successors during the term Without CauseCompany, the Bank or its successors shall: (a) pay until it has been reduced to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officermonths, at which point the Severance Amount will remain equal to twelve (12) months of Employee’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits Salary in effect on as of the date of termination for the rest of the OfficerEmployee’s employment and including any dependents being covered by under this Agreement (the Officer on the date of his termination who remain eligible “Severance”). If Employee is terminated for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank Cause or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Actresigns without Good Reason, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall Employee will not be entitled to any such payments if employment is terminated additional severance payment. b. The Severance shall be paid pro rata, in installments in accordance with the provisions Company’s customary payroll practices at the time of Section 5.2(a) each installment. The Parties agree and acknowledge that each installment shall constitute a separate payment. c. Upon termination of Employee’s employment without Cause or Section 5.3. Notwithstanding anything to with Good Reason, the contrary herein, in the event that Officer accepts employment during first installment of the Severance pay periodshall be paid sixty (60) days after Employee’s termination, as outlined aboveprovided that Employee has executed and delivered the Release Agreement, with an entity such that and has not and can no longer revoke the employment by that entity is not in violation Release Agreement on the date of Section 6 the Severance payment. d. For purposes of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff.,

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay With respect to Officer any Transferred Employees who are not covered by a total Severance payment equal to 2.99 years base salary Labor Agreement and who are currently covered by the Seller’s severance policy, as described in Section 6.5(a) of the Disclosure Schedule, the Purchaser shall, and shall cause its relevant Affiliates to, adopt and maintain for a period of at the highest rate in effect during the least twelve (12) month period immediately preceding Officermonths from the Closing Date for the benefit of such Transferred Employees, a severance plan that provides cash severance benefits that are no less favorable than those contained in the Seller’s last day severance policy (including but not limited to those relating to eligibility, service credit, benefit amount and payment timing). The amount of any severance payment and benefits triggered by a termination of a Transferred Employee under the Purchaser’s severance plan shall be calculated as if the Transferred Employee’s employment had continued with the Seller through the date of such Transferred Employee’s termination of employment plus by the average cash award paid to Officer over Purchaser or its Affiliates. In addition, the last three preceding years Purchaser shall promptly reimburse the Seller and its Subsidiaries for, and shall indemnify and hold the Seller and its Subsidiaries harmless against, all Liabilities incurred for severance pay, separation benefits or other obligations arising from the Executive Incentive Planactual or deemed termination of employment following the Closing of any Transferred Employee from the Purchaser and its Affiliates. (b) pay Except as provided in Section 6.5(a), Seller shall retain, and from and after the Closing shall indemnify and hold the Purchaser and its Affiliates harmless against all Liabilities for, severance pay, separation benefits or other obligations arising from the actual or deemed termination of employment of any Severance due Officer pursuant to Section 5.4 in installments Business Employee (including a Transferred Employee) from Seller and its Subsidiaries on the same schedule as he was paid immediately or prior to the date Closing and of termination, each installment to be any Business Employee (other than a Transferred Employee) following the same amount he would Closing; provided that the Purchaser shall have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefitssatisfied its obligations, if and to the extent not yet paidany, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth Business Employee an offer of employment in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance conformity with the provisions requirements of Section 5.2(a) or 6.2, Section 5.3. Notwithstanding anything to the contrary herein6.3, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary 6.4 and health and medical benefits shall continue for the Severance pay period with no right of setoffSection 6.5.

Severance. If Officer’s at any time (i) your employment with the Bank Company is terminated by the Bank Company without Cause or by you for Good Reason, and in either event within one year after the consummation of a Change in Control (and other than a result of your death or disability); and (ii) not later than 60 days following your termination of employment you execute a general release of claims (the “Release”) in favor of the Company in such form provided by the Company, return such Release to the Company within the applicable time period set forth therein, and permit such Release to become effective in accordance with its successors terms; then, on the sixtieth (60th) day following such termination of employment, you shall receive or commence to receive, as the case may be (i) continuation of your then-current base salary and bonus, less required deductions and withholdings, for a period of Twelve (12) months after your employment termination date, payable on the Company's regular payroll dates (ii) acceleration of the vesting for the Base Equity Incentive Grant, such that your last date of employment, you will be deemed vested in any such equity which would have vested during the term Without Causeone year period after termination of your employment. In addition to continuation of your then current base salary, the Bank or Company will pay your COBRA health insurance premiums sufficient to maintain your then-current coverage for a period of one year following termination of employment, provided that you timely elect COBRA, continue to be eligible for COBRA during such time period, and do not become eligible for health insurance benefits through another employer. You agree to promptly notify the Company in writing if you become eligible for health insurance benefits through another employer during the time you are receiving Severance Benefits. Notwithstanding the foregoing, if the Company determines, in its successors shall: sole discretion, that it cannot provide the foregoing COBRA subsidy without potentially violating applicable law (a) pay to Officer including, without limitation, Section 2716 of the Public Health Service Act), the Company shall instead provide you with a total Severance taxable monthly payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of terminationmonthly COBRA subsidy, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to regardless of whether you elect COBRA coverage, shall commence in the Officer within thirty (30) days month following the date of termination, month in which you incur a Separation from Service (as defined in Section 4(c) below) and shall end on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment earlier of the Salary date you obtain other employment and health and medical benefits shall continue for the Severance pay period with no right one year anniversary of setoffyour Separation from Service.

Severance. If Officer’s you experience a termination of employment other than a Covered Termination, you will receive the Accrued Amounts. If you experience a Covered Termination other than during a Change in Control Period, and if you deliver to the Company a general release of all claims against the Company and its affiliates, in the form provided by the Company, which shall be substantially in the form attached as Appendix B (which form may be modified by the Company to comply with the Bank is terminated by facts and applicable law) (a “Release of Claims”), that becomes effective within 55 days following the Bank or its successors during Covered Termination and irrevocable within 65 days following the term Without CauseCovered Termination (the “Release Requirements”), then in addition to any Accrued Amounts, the Bank or its successors shall: Company shall provide you with the following: (i) a payment equal to the greater of (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during Base Salary you would have earned had your employment continued through the twelve (12) month period immediately preceding Officer’s last day end of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. Term or (b) pay any Severance due Officer pursuant to Section 5.4 twelve months of Base Salary (in installments each case, assuming the Base Salary were paid entirely in cash), payable in cash in the form of salary continuation, commencing on the same schedule first normally-scheduled Company payroll date that is at least 75 days following the Termination Date (with any such amounts that normally would have been payable during the period between the Termination Date and such first payment being included in such first payment); (ii) (a) each outstanding and unvested stock option and restricted stock unit award (other than the Compensatory RSUs), held by you that vests solely based upon your continued employment shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse, as he was paid of immediately prior to the Termination Date with respect to that number of shares of Company Common Stock that would have vested had you continued employment with the Company through December 31 of the year following the calendar year in which your termination of employment occurs (all such equity awards or the proceeds therefrom shall be held by the Company until such time as you timely satisfy the Release Requirements) and (b) each outstanding and unvested Compensatory RSU held by you shall automatically become vested as of immediately prior to the Termination Date with respect to that number of shares of Company Common Stock that would have vested had you continued employment with the Company through the next monthly vesting date; (iii) if you elect to receive continued healthcare coverage pursuant to COBRA, the Company shall directly pay the premium for you and your covered dependents, if any, through the earliest of (x) the 12-month anniversary of the Termination Date, (y) the date you and your covered dependents, if any, become eligible for healthcare coverage under another group health plan and (z) the date that you and or your covered dependents, if any, become no longer eligible for COBRA, and (iv) payment of termination(a) a pro rata bonus for the calendar year in which your Termination Date occurs based on achievement of the applicable performance goals for the fiscal year of termination based on the number of days in the calendar year during which you were employed by the Company as compared to 365 (based on assumed full achievement of any individual performance goal and criteria and paid to you at the time such bonuses normally are paid, each installment but not later than March 15 of the calendar year following the Covered Termination) and (b) any unpaid annual bonus for the calendar year preceding your Termination Date paid to be you at the same amount he time such annual bonus normally would have been paid under this Agreement if he had your employment not been terminated. In , in each such case based on actual achievement of corporate performance goals and criteria as determined by the event Compensation Committee, paid to you at the time such bonuses normally are paid, but not later than March 15 of the Officer’s death during calendar year following the period of time while he is receiving SeveranceCovered Termination. The Company shall have no obligation to make any payment under subsection (iii), Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefitsabove, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement it reasonably determines that doing so would cause adverse consequences under Section 105(h) of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank Code or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, Act or substantially other similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setofflaw.

Severance. If OfficerEmployee’s employment with the Bank is terminated by Employer without Cause (as defined in Section 9(b)(ii) hereof) or by Employee for Good Reason (as defined in Section 9(b)(i) hereof), subject to Employee’s compliance with the Bank or its successors during obligations in Sections 3(c), 4, 6 and 7 hereof, and subject to Section 15(c) hereof in the term Without Causecase of amounts in excess of the Separation Pay Limit to the extent that the Separation Pay Limit is applicable, the Bank or its successors shall: (a) pay to Officer a total Severance Employee shall receive payment of an amount equal to 2.99 years base the quotient obtained by dividing (i) Employee’s Base Salary and Target Cash Incentive (as defined below) for the year of termination (less any salary at and incentive award payments paid to Employee for employment during any period following the highest rate in effect during the delivery or receipt of a written notice of termination), by (ii) twelve (12) (but not as an employee), for each month period immediately preceding Officer’s last day of employment plus in the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. Severance Period (bas defined in Section 3(b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s hereof) following such termination of employment occurs (the “Basic Severance”), payable in accordance with the regular payroll practices of Employer, but not less frequently than 21 days prior to monthly, provided that the end of any calendar year, no Severance first payment shall be made hereunder until on the first payroll period after the commencement sixtieth (60th) day following such termination and shall include payment of any amounts that would otherwise be due prior thereto. Notwithstanding the next calendar year. foregoing, if Employee’s employment is terminated by Employer without Cause or by Employee for Good Reason within twenty-four (c24) provide Officer at no charge, during months after a Change in Control (as defined in the period that Officer is receiving Severance payments as described in 5.4 Markit Ltd. 2014 Equity Incentive Award Plan (a) and (bthe “Plan”)), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount Employee shall receive additional monthly severance payments equal to the after-tax cost quotient obtained by dividing (estimated in good faith by i) Employee’s Base Salary and Target Cash Incentive for the Bank) year of obtaining such benefits, or substantially similar benefits, shall be termination (less any salary and incentive award payments paid to the Officer within thirty (30) days Employee for employment during any period following the date delivery or receipt of a written notice of termination), on a date determined by the Bank; provided(ii) twelve (12) (but not as an employee), however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff.twelve (12)

Severance. If OfficerIn the event CEO resigns with good reason or CEO’s employment with the Bank is terminated by without cause, CEO executes a comprehensive release of claims substantially in the Bank or its successors during form attached hereto as Exhibit A, and CEO does not exercise the term Without Causeright to revoke, Sound Transit shall provide CEO the Bank or its successors shallfollowing severance pay and benefits: (a) pay Payment of CEO’s then-current Base Salary for the period remaining under the then-current Term or a period of one year (365 days) measured from the effective date of resignation with good reason or termination without cause, whichever is shorter (the “Severance Period”), together with all scheduled contributions, if any, to Officer a total CEO’s 401(a) and 457(b) plans for the Severance payment equal Period. These payments and contributions shall be subject to 2.99 years base salary at all payroll taxes and required withholding, any additional withholding to which CEO has agreed, and any outstanding obligations owed by the highest rate CEO to Sound Transit, and shall be made in accordance with Sound Transit’s regular payroll policies and practices, as currently in effect during the twelve (12) month period immediately preceding Officeror hereafter modified at Sound Transit’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plandiscretion. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event that CEO timely elects COBRA continuation coverage for CEO and/or CEO’s dependents, payment of a single lump sum, subject to routine payroll deductions and withholding, in a net amount equal to the aggregate cost of the Officer’s death during corresponding premiums for such coverage for the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar yearPeriod.,. (c) provide Officer at no chargePayment of the cash value of one hundred percent (100%) of CEO’s accrued, during unused vacation, and twenty-five percent (25%) of CEO’s accrued, unused sick leave, subject to routine payroll deductions and withholding. (d) The foregoing provisions are intended to be exempt from or comply with the period that Officer is receiving Severance payments as described in 5.4 requirements of Internal Revenue Code Section 409A, and the final regulations and any guidance promulgated thereunder (a) and (bcollectively, “Section 409A”), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination so that none of the Officer’s employment severance payments and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot to be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due hereunder will be subject to the applicable nondiscrimination requirements set forth in additional tax imposed under Section 1001 of the Patient Protection 409A, and Affordable Care Act, as amended, a dollar amount equal any ambiguities herein will be interpreted to the after-tax cost (estimated so comply. Sound Transit and CEO agree to work together in good faith by to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to CEO under Section 409A. Notwithstanding the Bank) foregoing, Sound Transit makes no representation or warranty to CEO with respect to any tax, economic or legal consequences of obtaining such benefitsany payments or benefits provided hereunder, or substantially similar benefitsincluding without limitation under Section 409A, and no provision of the Agreement shall be paid interpreted or construed to the Officer within thirty (30) days following the date transfer any liability for failure to comply with Section 409A from CEO or any other individual to Sound Transit or any of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffits affiliates.

Severance. If Officerthe Company shall terminate the Executive’s employment without “cause” pursuant to Section 4(d) above during the Term or the Executive terminates his employment under Section 4(c) due to a material change in status during the Term, then, upon the Executive’s execution of the Release attached hereto as Exhibit A (or in a substantially similar form as the Company deems necessary in order to comply with then applicable law), the Executive shall be entitled to continue to receive, as severance payments (such severance payments being the Executive’s sole entitlement upon any such termination), (i) his then Base Salary for one (1) year immediately following such termination, payable in regular installments consistent with its payroll practices in effect from time to time, and (ii) to the extent he is then a participant in the Company’s health insurance plan and eligible for benefits under plan terms, to continued health insurance coverage for one (1) year immediately following such termination at then existing employee contribution rates, which the Executive shall pay (such continued coverage to run concurrently with any continued coverage obligation under the federal law known as COBRA or any state equivalent). Subject only to the Executive’s delivery of an executed and effective Release, the Company’s obligation under this Section 4(f) shall be absolute and unconditional, and the Executive shall be entitled to such severance benefits regardless of the amount of compensation and benefits the Executive may earn or be entitled to with respect to any other employment he may obtain during the period for which severance payments are payable. If the Executive’s employment with the Bank Company is terminated by pursuant to Sections 4(a) or 4(b) above, if the Bank or its successors during Company terminates the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding OfficerExecutive’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer with “cause” pursuant to Section 5.4 in installments on 4(d) above, if the same schedule as he was paid immediately prior Executive terminates his employment pursuant to Section 4(e) above, or if the date of termination, each installment to be Executive’s employment is terminated for any reason following the same amount he would have been paid under this Agreement if he had not been terminated. In the event expiration of the Officer’s death during Term, then the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer Executive shall not be entitled to any further payments under this Agreement, including Base Salary, Bonus, Employee Benefits, or severance, except as otherwise required by applicable law, including the payment of any amounts owed to the Executive and any obligation that the Company may have to offer the Executive continued benefit plan participation. To the extent that any amount payable under this Agreement constitutes an amount payable under a “nonqualified deferred compensation plan” (as defined in Section 409A of the Internal Revenue Code (hereinafter, “Code Section 409A”)) following a “separation from service” (as defined in Code Section 409A), including any amount payable under this Section 4, then, notwithstanding any other provision in this Agreement to the contrary, such payments payment will not be made to Executive until the day after the date that is six months following his “separation from service,” but only if employment he is terminated then deemed by the Company, in accordance with any relevant procedures that it may establish, to be a “specified employee” under Code Section 409A at the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is time he “separates from service.” This paragraph will not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffbe applicable after Executive’s death.

Severance. If Officer’s the Company shall terminate the Executive's employment as the Company's Chief Executive Officer without "cause" pursuant to Section 4(c) above during the Term, or if the Executive terminates his employment as the Company's Chief Executive Officer with "good reason" pursuant to Section 4(d) above during the Term, then, upon the Executive's execution of the Release attached hereto as Exhibit A (or in substantially similar form as the Company deems necessary in order to comply with then applicable law), the Executive shall be entitled (i) to continue to receive his then Base Salary for one (1) year immediately following such termination, payable in regular installments consistent with its payroll practices in effect from time to time, and (ii) to continued health insurance coverage for one (1) year immediately following such termination at then existing employee contribution rates, which the Executive shall pay (such continued coverage to run concurrently with any continued coverage obligation under the federal law known as COBRA or any state equivalent). Subject only to the Executive's delivery of an executed and effective Release, the Company's obligation under this Section 4(e) shall be absolute and unconditional, and the Executive shall be entitled to such severance benefits regardless of the amount of compensation and benefits that the Executive may earn or be entitled to with respect to any other employment he may obtain during the period for which severance payments are payable. If the Executive's employment with the Bank Company is terminated pursuant to Sections 4(a) or 4(b) above, if the Company terminates the Executive's employment with "cause" pursuant to Section 4(c) above, if the Executive terminates his employment without "good reason" pursuant to Section 4(d) above, or if the Executive's employment is terminated for any reason following the expiration of the Term, then the Executive shall not be entitled to any further payments under this Agreement, including Base Salary, Bonus, Employee Benefits, or Severance. Notwithstanding anything contained in this Agreement to the contrary: (i) if the Executive terminates his employment as Chief Executive Officer of the Company but elects to continue to serve as the Company's Chairman of the Board, then no severance under the first paragraph of this Section 4(e) shall be payable to the Executive; (ii) if the Executive's employment as Chief Executive Officer is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer Company without "cause" pursuant to Section 5.4 4(c) above during the Term, or if the Executive terminates his employment as Chief Executive Officer with "good reason" pursuant to Section 4(d) above during the Term, but in installments on either case continues to serve as the same schedule Company's Chairman of the Board, then, upon the Executive's execution of the Release attached hereto as he was paid immediately prior Exhibit A (or in substantially similar form as the Company deems necessary in order to comply with then applicable law), the Executive will be entitled to receive severance payments equal to the date of termination, each installment to be difference between (x) Executive's then current annual Base Salary and (y) the same amount he would have been paid under this Agreement if he had not been terminated. In Executive's annual compensation received from the event of the Officer’s death during the period of time Company while he is receiving Severanceserving as the Company's Chairman of the Board, Officer’s estate will be paid for a period equal to one (1) year immediately following such termination payable in regular installments consistent with the remaining component Company's payroll practices in effect from time to time; and (iii) if the Executive's appointment as the Company's Chairman of Severance the Board is terminated by the Company without "cause" (as defined in Section 4(c)) during the Term, then, upon the Executive's execution of the Release attached hereto as Exhibit A (or in substantially similar form as the Company deems necessary in order to which the Officer is entitled comply with then applicable law) and in lieu of any other severance obligation under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement the Executive will be entitled to any Severance and benefits, if and continue to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during receive his then Base Salary for the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost greater of (estimated x) one (1) year immediately following such termination and (y) the remainder of the Term, payable in good faith by regular installments consistent with the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the BankCompany's payroll practices; provided, however, that Officer shall not be entitled to if the Executive has already received severance payments pursuant any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 other paragraph of this Agreement, the Bank agrees Company shall be entitled to set off the amount of such payments and thereby reduce on a dollar for dollar basis, the Company's severance payments under this clause (iii). To the extent that any amount payable under this Agreement constitutes amounts payable under a "nonqualified deferred compensation plan" (as defined in Internal Revenue Code Section 409A (hereinafter, "Section 409A")) following a "separation from service" (as defined in Section 409A), including any amount payable under this Section 4, then, notwithstanding any other provision in this Agreement to the contrary, such payment will not be made until the date that is six months following the Executive's "separation from service," but only if the Executive is then deemed to be a "specified employee" under Section 409A. On the first day of the Salary and health and medical benefits shall continue seventh month following separation of employment, all amounts which have been held back for the Severance pay period with no right of setoff6-month period, will be paid to the Executive.

Severance. If Officerthe Executive terminates this Agreement and his employment with the Company for Good Reason or if the Executive’s employment with the Bank Company is terminated by the Bank or its successors during the term Without Company for any reason other than for Cause, including non-renewal of this Agreement by the Bank or its successors shallCompany (but not including any circumstances that would give rise to a payment to the Executive pursuant to Section 3.3(a) hereof), the Company shall pay severance to the Executive as follows: (ai) severance pay to Officer a total Severance payment in an amount equal to 2.99 years 1.0 times the Executive’s then-current annual base salary salary, such amount to be paid in a one-time installment; and (ii) if the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage (at the highest rate coverage levels in effect during immediately prior to the Executive’s termination) until the earlier of: (A) the expiration of a period of twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years months from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be termination or (B) the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to date upon which the Officer is entitled Executive becomes covered under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end similar plans of any calendar year, no Severance payment shall be made hereunder until after subsequent employer or is otherwise ineligible for COBRA. All payments set forth in the commencement of the next calendar year. foregoing items (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (ai) and (b)ii) hereof are defined as the “Severance Indemnity.” The Executive’s receipt of the foregoing Severance Indemnity is conditioned upon his execution and delivery to the Company of a separation and release agreement acceptable to the Company governing the termination of the employment relationship between the Executive and the Company and the Executive’s release of all claims against all members of the Avadel Group of Companies and their employees, with a continuation officers, directors and contractors, and allowing the applicable revocation period required by law to expire without revoking or causing revocation of medical benefits at terms no less favorable than the health and medical benefits in effect on same, within sixty (60) days following the date of termination of the OfficerExecutive’s employment and including any dependents being covered by employment. Any Severance Indemnity payments that the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not Executive would otherwise be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything receive prior to the contrary hereintime the aforementioned release becomes effective and irrevocable shall be accumulated and paid in a lump sum after the release becomes effective and irrevocable; and if the permissible period during which the Executive may execute and deliver the release and during which the applicable revocation period could expire spans more than one calendar year, any payments that the Executive is entitled to receive during such period shall be accumulated and paid in a lump sum only in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffsubsequent calendar year.

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of termination of Executive’s employment (i) by the OfficerCompany for reasons other than Cause or other than by reason of Executive’s death during or disability, or (ii) by Executive for Good Reason and subject to Executive’s signing and not revoking a general release of claims with the period Company in a form satisfactory to the Company, Executive shall receive, as partial consideration for the covenants of time while he is receiving SeveranceExecutive set forth in the agreement referenced in Section 6 hereof, Officera severance payment (the “Severance Benefit”) in an amount equal to: eighteen (18) month’s estate will base salary. The Company shall pay the Severance Benefit to Executive in semi-monthly installments to be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement on each of the next 15th and last business day of each calendar year. (c) provide Officer at no charge, during month commencing in the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on month immediately following the date of termination of Executive’s employment, each such semi-monthly installment to be equal to two weeks’ base salary. Executive shall also continue to be entitled to receive all Company medical and dental insurance, life insurance and disability insurance benefits (including the Officer’s employment disability insurance benefits and including any dependents being covered by the Officer on payments specified in Section 4(g) hereof) to which Executive was entitled as of the date of his termination who remain eligible for medical benefits under (the “Continuing Benefits”), subject to the terms of all applicable benefit plans and to the Bank’s medical plan. To extent such benefits can be provided to non-employees (or to the extent such benefits cannot be provided under a plan because Officer is no longer an employee to non-employees, then the Company shall pay to Executive on each of the Bank or it is not in 15th and last business day of each month during the Bank’s best interests to provide such benefits due applicable period the amount that the Company was paying to the applicable nondiscrimination requirements set forth third party for such benefits immediately prior to the termination of Executive’s employment), at the same average level and on the same terms and conditions which applied immediately prior to the date of Executive’s termination, for the shorter of: (i) of eighteen (18) months, or (ii) until Executive obtains comparable coverage from another employer. The Company shall also pay to Executive any payments due pursuant to the last sentence of Section 4(g) hereof and pursuant to Section 5(f) hereof. Notwithstanding the foregoing, Executive agrees that the Severance Benefit and Continuing Benefits shall be paid in accordance with Section 1001 409A (“Code Section 409A”) of the Patient Protection and Affordable Care ActInternal Revenue Code of 1986, as amended, a dollar amount equal and agrees that, to the after-extent required in order to avoid the imposition on Executive of any excise tax cost under Code Section 409A, the initial payment of the Severance Benefit or Continuing Benefits may be delayed for a period of six (estimated in good faith by the Bank6) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days months following the date of termination, on a date determined Executive’s termination of employment. In the event of the termination of Executive’s employment by the Bank; providedCompany pursuant to Section 5(a) hereof, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay periodBenefit and the Continuing Benefits specified above in this Section 5(d) shall apply but, wherever “eighteen (18) months” appears, it shall be amended to read as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff“twelve (12) months”.

Severance. If Officer’s With respect each employee of the Company who is listed in Section 5.07(b)(1) of the Company's disclosure schedule to the Merger Agreement (the "LEVEL 1 EMPLOYEES"), Parent shall cause the Change in Control Agreement or Severance Agreement to which such employee is a party and is in effect at the Effective Date to be honored in accordance with its terms, PROVIDED, HOWEVER, that the reference, if any, to "two times" contained in the definition of "Applicable Incentive Amount" in any Change in Control Agreement shall be disregarded. With respect to each employee of the Company who is listed in Section 5.07(b)(2) of the Company's disclosure schedule to the Merger Agreement (the "LEVEL 2 EMPLOYEES"), Parent shall cause each such employee whose employment with the Bank is terminated by the Bank Parent or its successors during affiliates (or by the term Without Cause, employee if (and only if) on account of a reduction in the Bank employee's base pay or its successors shall: (aannual target bonus percentage under the Company's Management Incentive Plan or a relocation of the employee's primary work site of more than 40 miles) pay to Officer a total Severance payment equal to 2.99 years base salary at within the highest rate in effect during the twelve (12) month one year period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to following the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event closing of the Officer’s death during Merger to receive over a 12 month period such percentage of such employee's annual base pay as is equal to 100% plus such employee's annual target bonus percentage. With respect to each employee of the Company who is not a Level 1 Employee or a Level 2 Employee (the "LEVEL 3 EMPLOYEES"), Parent shall cause each such employee whose employment is terminated by Parent or its affiliates within the one year period following the date of time while he is receiving Severance, Officer’s estate will be paid closing of the remaining component of Severance Merger to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement receive severance payments equal to any Severance and benefits, if and those payable pursuant to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Company's Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments Pay Plan as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of the Merger Agreement (the "SEVERANCE PLAN") and shall not exercise any retained right to amend or to terminate the Severance Pay Plan and shall not exercise any right to issue a "severance pay award" under the Severance Pay Plan for the purpose of diminishing the entitlement to these payments. For up to 12 months following a termination of employment entitling a Level 2 or Level 3 Employee to severance payments, Parent shall subsidize such employee's COBRA continuation coverage in an amount that allows such employee to continue to participate in the Officer’s employment and including any dependents being covered by the Officer Company's medical program on the date of his termination who remain eligible same basis as similarly situated active employees. Notwithstanding the foregoing, no Level 2 or Level 3 Employee shall be entitled to severance benefits if (i) such employee's employment is terminated by Parent or its affiliates for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements any reason set forth in Section 1001 3.3 of the Patient Protection Severance Plan or by reason of death or disability or (ii) such employee fails to execute a release of claims in favor of Parent and Affordable Care Act, as amended, its affiliates in a dollar amount equal form that is reasonably acceptable to Parent. ANNUAL BONUS AWARDS. Parent shall cause the annual bonus opportunities with respect to the afterCompany's fiscal year ending February 3, 2001 under the Company's Management Incentive Plan and 2000 Long-tax cost (estimated Term Incentive Program to remain in good faith place, subject to such reasonable adjustments in the performance targets as Parent determines are necessary to reflect consummation of the transactions contemplated by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Merger Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff.

Severance. If Officer’s (a) the Employee's employment with the Bank is terminated by the Bank Company without "cause" or its successors during the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant the Company does not agree to Section 5.4 extend the Employment Term upon the expiration thereof, the Employee shall be entitled to (i) receive an amount equal to his total cash compensation (base salary plus bonus) for the year preceding the date of the Employee's termination or the date on which the Employment Term expires, as the case may be, such amount to be payable, at the Company's option, in installments a lump sum on the same schedule date of termination or the date on which the Employment Term expires, as he was paid immediately the case may be, or ratably over the one year period following the date of termination or expiration (the "Severance Period") and (ii) continue to receive the medical and dental health benefits referred to in Section 4(d) during the Severance Period; provided, however, if either such event occurs prior to the extension of the initial Employment Term, Employee shall be entitled to (i) $260,000, payable in a lump sum on the date of termination, each installment (ii) the guaranteed bonus payments for 1997 and 1998 referred to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of in Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and 4(b) to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be previously paid to the Officer within thirty (30) days following Employee, payable in a lump sum on the date of termination, on a date determined and (iii) continue to receive the medical and dental health benefits referred to in Section 4(d) during the Severance Period. If the Employee's employment is terminated by the BankCompany "for cause", the Employee shall not be entitled to severance compensation. The Employee covenants and agrees that he will not, during the one year period following the termination of the Employee's employment by the Company, within any jurisdiction or marketing area in which the Company or any of its Affiliates (as defined below) is doing business or is qualified to do business, directly or indirectly own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by the Company or any of its Affiliates at the time of such termination; provided, however, that Officer ownership of securities of 2% or less of any class of securities of a public company shall not be entitled considered to any such payments if employment is terminated in accordance be competition with the provisions Company or any of its Affiliates. For the purposes of this Section 5.2(a) or Section 5.3. Notwithstanding anything 8, the term "Affiliate" shall mean, with respect to the contrary hereinCompany, in any person or entity which, directly or indirectly, owns or is owned by, or is under common ownership with, the event that Officer accepts employment during the Severance pay period, as outlined aboveCompany. The term "own" (including, with an entity such that correlative meanings, "owned by" and "under common ownership with") shall mean the employment by that entity is not in violation ownership of Section 6 of this Agreement, the Bank agrees that payment 50% or more of the Salary and health and medical benefits shall continue for the Severance pay period with no right voting securities (or their equivalent) of setoffa particular entity.

Severance. If OfficerEmployee’s employment with the Bank is terminated by the Bank or its successors during the term Without Portage without Cause, and subject to Employee executing and allowing to become effective a separation agreement and release in a form provided to Employee by Portage Group within 28 days after the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding OfficerEmployee’s last day separation of employment plus (or a longer time if required by applicable law), Employee shall be entitled to receive, as of the average cash award paid to Officer over separation date (the last three preceding years from “Separation Date”) the Executive Incentive Plan. following benefit (b) pay any the “Severance due Officer pursuant to Section 5.4 in installments Benefit”): all stock options of Parent held by Employee on the same schedule as he was paid immediately prior to Separation Date will be deemed fully vested and exercisable on the date of termination, each installment Separation Date and the exercise period for such stock options will be modified to be the same amount he would have been paid under the lesser of one year from the Separation Date and the term of the applicable award. “Cause” shall mean Employee’s: (i) repeated dereliction of the material duties and responsibilities as set forth herein (ii) misconduct, insubordination or failure to comply with the Portage Group’s policies governing employee conduct and procedures (including, for the avoidance of doubt, violation of any Portage Group policy concerning harassment, discrimination or retaliation); (iii) excessive lateness or absenteeism; (iv) conviction of or pleading guilty or nolo contendere to any felony involving theft, embezzlement, dishonesty or moral turpitude; (v) commission of any act of fraud against, or the misappropriation of property belonging to, the Portage Group or any other subsidiary of Parent; (vi) commission of any act of dishonesty in connection with Employee’s responsibilities as an employee that is intended to result in Employee’s personal enrichment or the personal enrichment of Employee’s family or others; or (viii) material breach of this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severanceor any other written proprietary information, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance non-disclosure or confidentiality agreement by and benefits, if between Employee and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar yearPortage or Parent. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff.

Severance. If Officerthe Company terminates the Executive’s employment pusuant to Section 4(a) above, the Executive’s employment is terminated pursuant to Section 4(b) above, the Company terminates the Executive’s employment without “cause” pursuant to Section 4(c) above, or the Executive’s employment terminates as a result of a Notice of Non-Extension provided to the Executive by the Company pursuant to Section 2 above, then, subject to the Executive’s (or, if applicable, his estate’s) execution of the Release attached hereto as Exhibit A (or in a substantially similar form as the Company deems necessary in order to comply with then applicable law) (the “Release”) and the Release becoming effective in accordance with its terms not later than the 60th day following the Executive’s termination of employment, the Executive shall be entitled to receive, as severance payments (such severance payments being the Executive’s sole entitlement upon any such termination), one (1) year of his then Base Salary, payable in accordance with the Company’s payroll schedule in effect from time to time. Subject to the last paragraph of this Section 4(e), such severance payments will begin to be paid on the 60th day following the Executive’s termination of employment. Subject only to the Executive’s delivery of an executed Release and such Release becoming effective within the provided sixty-day period, the Company’s obligation under this Section 4(e) shall be absolute and unconditional, and the Executive shall be entitled to such severance payments regardless of the amount of compensation the Executive may earn or be entitled to with respect to any other employment he may obtain during the period for which severance payments are payable. If the Company terminates the Executive’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer “cause” pursuant to Section 5.4 in installments on 4(c) above, if the same schedule Executive terminates his employment pursuant to Section 4(d) above, or if the Executive’s employment terminates as he was paid immediately prior a result of a Notice of Non-Extension provided to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered Company by the Officer on Executive, then the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer Executive shall not be entitled to any such further payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of under this Agreement, including Base Salary, Bonus, Employee Benefits, or severance after the Bank agrees date of termination, but the Executive shall be entitled to all Base Salary, Bonus and Employee Benefits that payment have accrued prior to the effective date of such termination. To the extent that any amount payable under this Agreement constitutes an amount payable under a “nonqualified deferred compensation plan” (as defined in Section 409A of the Salary Internal Revenue Code (hereinafter, “Code Section 409A”)) that is not exempt from Code Section 409A, and health such amount is payable as a result of a “separation from service” (as defined in Code Section 409A), including any amount payable under this Section 4 or Section 5 below, then, notwithstanding any other provision in this Agreement to the contrary, such payment will not be made to the Executive until the day after the date that is six months following his separation from service (the “Specified Employee Payment Date”), but only if, as of his separation from service, he is a “specified employee” under Code Section 409A and medical benefits shall continue for any relevant procedures that the Severance pay Company may establish. For the avoidance of doubt, on the Specified Employee Payment Date, the Executive will be paid in a single lump sum all payments that otherwise would have been made to him under this Agreement during the six-month period with no right but were not because of setoffthis paragraph. This paragraph will not be applicable after the Executive’s death.

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay If the Executive resigns for Good Reason, or is terminated without Cause or at the end of the term hereof, or if the Company gives the Executive notice of its intention not to Officer extend the Term, in accordance with Article II: (i) the Company shall cause the Executive's outstanding options which are not immediately exercisable to vest and become immediately exercisable and the restrictions on equity held by the Executive which are scheduled to lapse solely through the passage of time to lapse (such events collectively referred to as "Acceleration of Equity Rights") and Executive shall have twenty-four (24) months from the date of termination to exercise any vested options; and (ii) the Salary amount for purposes of the calculating Salary and Bonus for the Severance Amount shall be the greater of Executive's current Salary or Two Hundred Twenty Thousand Dollars ($220,000). On each Anniversary Date, the adjusted Salary for purposes of this paragraph shall be increased or decreased (but not below Two Hundred Twenty Thousand Dollars ($220,000)) by a total Severance payment percentage which is equal to 2.99 years base salary at the highest rate percentage increase or decrease, as applicable, in effect during the "Consumer Price Index for All Urban Consumers" published by the United States Department of Labor's Bureau of Labor Statistics for the then most recently ended twelve (12) month period immediately preceding Officer’s last day as of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of terminationsuch adjustment Once adjusted, each installment such adjusted amount shall constitute Salary for purposes of this paragraph. In addition, the Company shall pay the Executive an amount (the "Severance Amount") equal to three (3) times the sum of (1) his Salary in the year of Termination or the immediately preceding year, whichever is greater and (2) the Bonus Amount which shall be the same amount he would have been paid under this Agreement if he had not been terminated. In greater of (A) the event Executive's Bonus Amount in the year of termination; (B) in the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any preceding calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. whichever is greater; or (cC) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 fifty percent (a50%) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits amount used for severance calculations, whichever is greater. Such Severance Amount shall continue for the Severance pay period with no right of setoff.be payable in cash as follows:

Severance. If Officerthe Employment Period ends as a result of either (A) Executive’s employment with by the Bank is Company being terminated by the Bank Company without Cause (as defined in Section 4(d)) or its successors during (B) Executive resigning from Executive’s employment by the term Without CauseCompany for Good Reason (as defined in Section 4(d)), then, subject to Section 4(c) hereof, the Bank Company shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay or its successors shallprovide Executive with the following, subject to the provisions of Section 11 hereof: (ai) pay to Officer a total Severance payment an amount equal to 2.99 years base salary at the highest rate in effect during the twelve lesser of (12A) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) [$ ] and (b), with a continuation B) the sum of medical benefits at terms no less favorable than the health and medical benefits (x) Executive’s annual Base Salary in effect on the date of termination Employment Termination Date and (y) the average of the Officer’s employment and Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any dependents being covered by amounts deferred pursuant to a deferred bonus program that the Officer on Company may have in effect (such lesser amount, the “Cash Severance”) (provided that, notwithstanding the foregoing, if the Employment Termination Date occurs prior to Executive having received a Year End Bonus for calendar year 2014, then the Cash Severance shall be [$ ]), with fifty percent (50%) of the Cash Severance payable to Executive in a lump sum as soon as reasonably practical after the date of his termination who remain eligible which the General Release (as defined in Section 4(c)) is signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of the Employment Termination Date, LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum as soon as reasonably practical after the General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for medical benefits purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto and provided further that if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received a Year End Bonus for calendar year 2015, the reference to “the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect” as contemplated in subclause (B)(y) above shall be replaced with “the greater of (X) Executive’s Year End Bonus for calendar year 2014, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect, and (Y) Executive’s target Year End Bonus for calendar year 2015 (with such target Year End Bonus being as determined by the Compensation Committee, in consultation with the Chief Executive Officer)”; and (ii) a pro-rata portion (determined by multiplying the amount of Executive’s target Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the denominator of which is 365) of Executive’s target Year End Bonus for the calendar year (with such target Year End Bonus being, except as otherwise expressly specified in Section 3(d) hereof, as reasonably determined by the Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the Employment Termination Date relative to the hurdles set) in which the Employment Termination Date occurs payable at the same time performance bonuses for such calendar year are paid to other senior executives of the Company; provided that, notwithstanding the foregoing, in no event will any such pro-rata Year End Bonus determined pursuant to this clause (ii) exceed an amount equal to [$ ] minus the amount of Cash Severance; and if the amount of Cash Severance is equal to [$ ] then no pro rata Year End Bonus will be payable pursuant to this clause (ii); and (iii) subject to (A) Executive’s timely election of continuation coverage under the terms Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) Executive’s continued copayment of premiums at the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer same level and cost to Executive as if Executive were an employee of the Bank or it is not Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the BankCompany’s best interests to provide such benefits due group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) during the Health Care Reimbursement Period (defined below), provided that Executive is eligible and remains eligible for COBRA coverage. The Company shall until the conclusion of the Health Care Cost Reimbursement Period (as defined below) reimburse Executive for COBRA premiums, subject to the Company determining that reimbursement of such premiums would not reasonably be expected to result in the imposition of any excise taxes on the Company for any failure to comply with the nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care ActAct of 2010, as amended, a dollar amount equal in each case, subject to withholding and other appropriate deductions. As used herein, “Health Care Cost Reimbursement Period” shall mean the after-tax cost (estimated in good faith period commencing on the date Executive ceases to be employed by the BankCompany and ending on the earliest to occur of (x) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date three months after the Employment Termination Date (or six months after the Employment Termination Date if the Company has made a Non-Competition Extension Election (as defined in Section 9(a)), (y) the date on which the Company can no longer provide Executive with COBRA benefits under applicable law and (z) the date on which Executive becomes eligible for health care coverage under the plan of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffsubsequent employer.

Severance. If Officerthe Executive terminates this Agreement and her employment with the Company for Good Reason or if the Executive’s employment with the Bank Company is terminated by the Bank or its successors during the term Without Company for any reason other than for Cause, including non-renewal of this Agreement by the Bank or its successors shallCompany (but not including any circumstances that would give rise to a payment to the Executive pursuant to Section 3.3(a) hereof), the Company shall pay severance to the Executive as follows: (ai) severance pay to Officer a total Severance payment in an amount equal to 2.99 years 1.0 times the Executive’s then-current annual base salary salary, such amount to be paid in equal installments over the 12-month period immediately following the date of termination in accordance with the Company’s normal payroll practices with such installments to be no less frequent than monthly and to commence on the first payroll date following the date of termination; and (ii) all accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due to the Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (30) days after the date of termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms of the benefit plans, policies and arrangements; and (iii) if the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage (at the highest rate coverage levels in effect during immediately prior to the Executive’s termination) until the earlier of: (A) the expiration of a period of twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years months from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be termination or (B) the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to date upon which the Officer is entitled Executive becomes covered under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end similar plans of any calendar year, no Severance payment shall be made hereunder until after subsequent employer or is otherwise ineligible for COBRA. All payments set forth in the commencement of the next calendar year. foregoing items (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (ai) and (b)iii) hereof are defined as the “Severance Indemnity.” The Executive’s receipt of the foregoing Severance Indemnity is conditioned upon her execution and delivery to the Company of a separation and release agreement acceptable to the Company governing the termination of the employment relationship between the Executive and the Company and the Executive’s release of all claims against all members of the Avadel Group of Companies and their employees, with a continuation officers, directors and contractors, and allowing the applicable revocation period required by law to expire without revoking or causing revocation of medical benefits at terms no less favorable than the health and medical benefits in effect on same, within sixty (60) days following the date of termination of the OfficerExecutive’s employment and including any dependents being covered by employment. Any Severance Indemnity payments that the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not Executive would otherwise be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything receive prior to the contrary hereintime the aforementioned release becomes effective and irrevocable shall be accumulated and paid in a lump sum after the release becomes effective and irrevocable; and if the permissible period during which the Executive may execute and deliver the release and during which the applicable revocation period could expire spans more than one calendar year, any payments that the Executive is entitled to receive during such period shall be accumulated and paid in a lump sum only in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffsubsequent calendar year.

Severance. The Company agrees to continue Employee’s current base salary, in Periodic Payments (less required payroll taxes and other withholdings and deductions), for a 24-month period (“Severance Period”), beginning subsequent to Employee’s Termination Date, provided that Employee does not during the Severance Period accept employment or a consulting assignment, directly or indirectly, with or for a Competitor of the Company, as that term is defined in this paragraph. If Officer’s Employee accepts employment or a consulting assignment with or for a Competitor, directly or indirectly, or otherwise engages in competition with the Bank Company, in any manner, all payments and benefits otherwise provided under this Agreement will cease. For the purpose of this Agreement, a Competitor of the Company is terminated defined to mean any person, business, firm, corporation or other enterprise engaged in, or about to become engaged in, the production, marketing or selling of any product or service which resembles or competes with a product or service produced, marketed or sold by the Bank Company (or its successors during to Employee’s knowledge was under development by the term Without CauseCompany), or any of the Bank Company’s parent, subsidiary, or its successors shall:affiliated entities. (a) pay Periodic Payments shall be made at such time as Employee would have received regular salary payments had Employee continued to Officer a total Severance payment equal to 2.99 years be employed by the Company at an annual base salary rate of $635,000 (“Periodic Payments”), except that, depending on when Employee returns the signed Agreement to the Company, it may take an additional payroll cycle for Periodic Payments to commence. Further, in no case shall Periodic Payments commence unless and until the expiration of the Revocation Period, as described in Paragraph 14 below, after Employee signs and returns this Agreement to the Company. Employee’s coverage will be continued under the Company’s group life and group medical insurance plans during the time period that Employee receives Periodic Payments under this Agreement (provided Employee makes required contributions); all other benefits coverage shall cease. If Employee obtains employment while Periodic Payments are being made, Employee hereby agrees to so notify the Company in writing, and the Company benefits coverage will cease at the highest rate time that Employee becomes eligible for benefits coverage from a new employer. Any Periodic Payments that the Company can not make in effect during the twelve (12) month period immediately preceding Officer’s last day first six months of employment plus the average cash award paid to Officer over Severance Period because of the last three preceding years from limitations of Internal Revenue Code section 409A, will be made shortly after the Executive Incentive Planend of the first six months. (b) pay any Severance due Officer pursuant The amount of severance paid to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date Employee will count toward accrual of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled benefits and vesting under the terms of this Agreement. In C▇▇▇▇▇▇▇ Soup Company Mid-Career Hire Pension Plan and the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance C▇▇▇▇▇▇▇ Soup Company Retirement and benefits, if Pension Plan for Salaried Employees and to vesting under the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar yearC▇▇▇▇▇▇▇ Soup Company Savings Plus Plan for Salaried Employees. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary hereinThe Company agrees that, in the event that Officer accepts employment during the Severance of Employee’s death, all remaining severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of due under this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffAgreement will be paid to Employee’s estate.

Severance. If Officer’s the Executive's employment with the Bank is terminated by the Bank pursuant to Sections 4(a) or its successors 4(b) above during the term Without CauseTerm, then the Bank Executive, or its successors shall: his estate, as applicable, shall be entitled to continue to receive his then Base Salary for one (a1) pay to Officer a total Severance payment equal to 2.99 years base salary at year immediately following such termination. If the highest rate in effect during Company shall terminate the twelve (12) month period immediately preceding Officer’s last day of Executive's employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer without "cause" pursuant to Section 5.4 in installments on 4(c) above during the same schedule as he was paid immediately prior Term, then the Executive shall be entitled to continue to receive his then Base Salary for one (1) year following the date of termination, each installment to be the same amount he would have been paid employment termination date. All payments under this Agreement if he had not been terminated. In Section 4(e) are conditioned upon the event Executive's execution of, and the effectiveness of the Officer’s death release attached hereto as Exhibit A (the "Release"), and are payable in regular installments consistent with normal Company payroll practices in effect from time to time. Subject only to Executive's (or his estate's) execution and effectiveness of the Release, the Company's obligation under this Section 4(e) shall be absolute and unconditional, and the Executive shall be entitled to such severance payments regardless of the amount of compensation and benefits the Executive may earn or be entitled to with respect to any other employment he may obtain during the period of time while he for which severance payments are payable. If the Company terminates the Executive's employment with "cause" pursuant to Section 4(c) above, or if the Executive's employment is receiving Severance, Officer’s estate will be paid terminated for any reason following the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement expiration of the next calendar year. (c) provide Officer at no chargeTerm, during then the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer Executive shall not be entitled to any such further payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of under this Agreement, including Base Salary, Bonus, Employee Benefits, or Severance, after the Bank agrees date of termination, but Executive shall be entitled to all Base Salary, Bonus and Employee Benefits that have accrued prior to the effective date of such termination. To the extent that any amount payable under this Agreement constitutes amounts payable under a "nonqualified deferred compensation plan" (as defined in Internal Revenue Code Section 409A (hereinafter, "Section 409A")) following a "separation from service" (as defined in Section 409A), including any amount payable under this Section 4, then, notwithstanding any other provision in this Agreement to the contrary, such payment of will not be made until the Salary and health and medical benefits shall continue for date that is six months following the Severance pay period with no right of setoff.Executive's "separation from service," but only if the Executive is then deemed to be a "specified employee" under Section 409A.

Severance. If Officer’s employment with the Bank Executive is terminated by without Cause or if Executive resigns for Good Reason, then, subject to Executive signing on or before the Bank or its successors during forty-fifth (45th) day following Executive’s Separation from Service (as defined below), and not revoking, a release of claims in a form reasonably acceptable to the term Without CauseCompany (the “Release”), and Executive’s continued compliance with Section 4, Executive shall receive, in addition to the compensation set forth in Section 3(c), the Bank or its successors shallfollowing: (aA) pay to Officer a total Severance payment an amount equal to 2.99 years base salary at Executive’s then current Annual Base Salary, payable in accordance with the highest rate in effect during Company’s standard payroll practices starting on the First Payment Date (as defined below); (B) for the twelve (12) month period immediately preceding Officerfollowing Executive’s last day Separation from Service (or, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of employment plus 1985, as amended (“COBRA”) expires), the average cash award paid Company shall arrange to Officer over provide Executive and his eligible dependents who were covered under the last three preceding years Company’s health insurance plans as of the date of Executive’s Separation from the Executive Incentive Plan. Service with health (bincluding medical and dental) pay any Severance due Officer pursuant insurance benefits substantially similar to Section 5.4 in installments on the same schedule as he was paid those provided to such dependents immediately prior to the date of terminationsuch Separation from Service. If the Company is not reasonably able to continue health insurance benefits coverage under the Company’s insurance plans, each installment to be the same amount he would have been paid Company shall provide substantially equivalent coverage under this Agreement if he had not been terminatedother third party insurance sources. In the event If any of the OfficerCompany’s death during the period health benefits are self-funded as of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination Executive’s Separation from Service, or if the Company cannot provide the foregoing benefits in a manner that exempt from Section 409A of the Officer’s employment and including any dependents being covered Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to twelve (12) multiplied by the Officer on monthly premium Executive would be required to pay for continuation coverage pursuant to the COBRA for his eligible dependents who were covered under the Company’s health plans as of the date of his termination who remain eligible for medical benefits under Executive’s Separation from Service (calculated by reference to the terms premium as of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee date of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care ActSeparation from Service), as amended, a dollar which amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to on the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffFirst Payment Date.

Severance. (a) If Officer’s your employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: Rimage without Cause (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect other than during the twelve (12) month period immediately preceding Officerfollowing a Change in Control), subject to the condition stated in Section 1(c), Rimage will: (i) continue to pay your base salary in accordance with Rimage’s last day regular payroll practices for a period of employment plus twelve (12) months thereafter, or until you have secured other employment, whichever occurs first, subject to applicable tax withholding; (ii) pay you an amount equal to the average cash award paid of the annual bonus amounts you received with respect to Officer the three complete calendar years prior to the date of your termination, such bonus payment, subject to applicable tax withholding, to be made in equal installments consistent with Rimage’s regular payroll practices over the last three preceding years a period of twelve (12) months from the Executive Incentive Plandate of your termination, provided such installments shall cease at such time as you have secured other employment; and (iii) if you are eligible for and elect COBRA or state continuation of the Rimage health, dental and group life insurance benefits, Rimage shall pay the portion of such COBRA premium that it pays for active employees until the earlier of: (A) twelve (12) months from the date COBRA coverage begins; or (B) the date COBRA coverage otherwise terminates. You shall pay the remaining portion of the premiums for such benefits during such period and, if applicable, the full premium thereafter. (b) pay any Severance due Officer pursuant If you resign (other than for Good Reason during the twelve (12) month period following a Change in Control), if Rimage terminates your employment for Cause or if your employment terminates as a result of your death or disability, you shall be entitled to Section 5.4 in installments on the same schedule receive your base salary accrued but unpaid as he was paid immediately prior to of the date of termination, each installment but shall not be entitled to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches receive any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar yearsalary continuation benefit thereafter. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date In case of termination without Cause, you shall be entitled to receive the amounts due you under Section 1(a) only upon your execution and delivery to Rimage of the Officer’s employment a general release with respect to any and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under all claims against Rimage and its officers, directors, employees, agents and shareholders, acceptable in form and substance to Rimage in all respects, and provided you continue to comply with the terms of the Bank’s medical planNondisclosure and Noncompetition Agreement with Rimage. To Rimage will deliver the extent such benefits canrelease to you no later than 5 business days following your termination of employment. If you do not be provided under a plan because Officer is no longer an employee of execute the Bank or it is not in release within the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements time period set forth in the release, you will be deemed to have waived any right to payment under this Section 1001 1. Each installment shall be considered a separate payment for purposes of Code §409A. Any installment otherwise due prior to the execution of the Patient Protection release and Affordable Care Act, as amended, a dollar amount equal expiration of the right to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall rescind will be paid to you as part of the Officer within thirty first payment, which will occur 60 days after your termination of employment if the above conditions are satisfied. (30d) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 For purposes of this Agreement, “termination of employment” shall be interpreted consistent with the Bank agrees that term “separation from service” within the meaning of Treas. Reg. §1.409A-1(h), and for purposes of Code §409A, each payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffbe considered a separate payment.

Severance. If Officer’s (a) If, on or before June 8, 1998, Employee's employment with the Bank hereunder is terminated by the Bank or its successors during the term Without Dendrite for any reason other than death, Cause, the Bank or its successors shall: (a) pay Disability, then Employee shall be entitled to Officer a total Severance payment receive severance payments totaling an amount equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day months Compensation (calculated at the rate of employment plus the average cash award Compensation then being paid to Officer over Employee). Any severance payments to be paid to Employee under this Section 4(a) or under Section 4(b) below shall be referred to herein as the last three preceding years from "Severance Payment". Employee's Severance Payment under this Section 4(a) shall be paid by Dendrite in twelve (12) consecutive equal monthly payments commencing not later than thirty (30) days after the Executive Incentive Planeffective date of the termination of Employee's employment. (b) pay If, after June 8, 1998, Employee's employment hereunder is terminated by Dendrite for any reason other than death, Cause, or Disability, then Employee shall be entitled to receive severance payments totaling an amount equal to six (6) months Compensation (calculated at the rate of Compensation then being paid to Employee). Employee's Severance Payment under this Section 4(b) shall be paid by Dendrite in six (6) consecutive equal monthly payments commencing not later than thirty (30) days after the effective date of the termination of Employee's employment. (c) No interest shall accrue or be payable on or with respect to any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminatedPayment. In the event of the Officer’s death during a termination of Employee's employment described in Sections 4(a) or 4(b) above, Employee shall be provided continued "COBRA" coverage pursuant to Sections 601 et seq. of ERISA under Dendrite's group medical and dental plans. During the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to Employee receives any Severance Payment, Employee's cost of COBRA coverage shall be the same as the amount paid by employees of Dendrite for the same coverage under Dendrite's group health and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminatedental plans. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary hereinforegoing, in the event that Officer accepts employment during the Severance pay period, as outlined above, Employee becomes re-employed with an entity another employer and becomes eligible to receive health coverage from such that the employment by that entity is not in violation of Section 6 of this Agreementemployer, the Bank agrees that payment of the Salary and health and medical benefits COBRA coverage by Dendrite as described herein shall continue for the Severance pay period with no right of setoffcease.

Severance. (a) Although nothing in this Section 4 shall be construed to alter the at-will nature of employment as set forth in Section 1 above, if Executive is terminated by the Company without Cause or resigns for Good Reason, Executive will be paid a lump sum amount equal to two times Executive’s then-current annual salary (the “Salary Severance”), in addition to all other accrued entitlements such as unpaid salary and accrued vacation, if any. If OfficerExecutive is terminated by the Company without Cause or resigns for Good Reason, the Company will also provide Executive with outplacement services for up to six months by a provider selected and paid for by the Company in an amount not to exceed $20,000; Executive shall not be entitled to cash in lieu of outplacement services. If Executive is terminated by the Company without Cause, resigns for Good Reason, retires, dies, or resigns as a result of a disability, Executive will be entitled to receive a pro rata bonus payment (based on the actual performance of the Company over the entire year), at such time bonuses are paid to the Company’s other Senior Executives, based on the number of months worked in the applicable fiscal year of the Company (the “Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Company a fully effective general release in the form attached to this Agreement as Attachment A within 30 days following the date Executive’s employment with the Bank Company terminates. Company shall pay Executive the Salary Severance on the date which is terminated by the Bank later of ten days after the date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its terms), subject to Section 21, and the Company shall pay the Bonus Severance on the date which is the later of ten days after the date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its terms) or its successors during the term Without Causedate on which Company pays bonuses to Company’s Senior Executives for the applicable year (such date to be in the calendar year following the year in which the separation from service occurs), subject to Section 21. Executive understands and agrees that Executive shall not be entitled to any other severance benefit not set forth in this Section 4, and accordingly Executive expressly acknowledges that the Bank or its successors shall: (aCompany will not be obligated to make 401(k) pay to Officer a total Severance payment equal to 2.99 years base salary at contributions following the highest rate in effect during the twelve (12) month period immediately preceding Officertermination of Executive’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Planemployment. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event that Executive is qualified for and elects COBRA coverage under the Company’s health plans after a termination without Cause or a resignation for Good Reason, the Company will continue to pay its share of the Officer’s death during the cost of premiums under such plans until Executive is reemployed, or for a period of time while he is receiving Severancetwo years, Officerwhichever occurs first, payable in accordance with the Company’s estate will be paid the remaining component of Severance normal benefit practices. Upon a termination for Cause and upon a resignation without Good Reason (other than due to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of death, disability or retirement), except as set forth in Section 6 of this Agreement4(a) above and/or one or more separate written agreements between Company and Executive, Officer’s entitlement to any Severance all unearned compensation, benefits and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment unvested options shall be made hereunder until after the commencement of the next calendar yearforfeited. (c) provide Officer Notwithstanding the terms of any stock incentive plan of the Company or stock option or stock appreciation right agreement to which Executive is a party, if Executive is terminated by the Company without Cause or resigns for Good Reason, and on the effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Company’s common shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to trade in the Company’s common shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at no chargeleast twenty consecutive calendar days, during the period Company hereby agrees that Officer is receiving Severance payments as described Executive shall be permitted to pay the exercise price and/or any tax withholding obligation payable in 5.4 (a) connection with the exercise of any of Executive’s then outstanding and (b), with exercisable Company stock options and/or stock appreciation rights by either tendering common shares of the Company then owned by Executive and/or instructing the Company to withhold from the common shares otherwise issuable upon exercise such stock options and/or stock appreciation rights a continuation number of medical benefits at terms no less favorable than the health and medical benefits in effect common shares having a fair market value on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount exercise equal to the after-exercise price and/or tax cost withholding obligation. (estimated d) For purposes of this Agreement, the Company shall have “Cause” to terminate Executive’s services in good faith the event of any of the following acts or circumstances: (i) Executive’s conviction of a felony or entering a plea of guilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) Executive’s substantial and repeated failure to attempt to perform Executive’s lawful duties as contemplated in Section 2 of this Agreement, except during periods of physical or mental incapacity; (iii) Executive’s gross negligence or willful misconduct with respect to any material aspect of the Bankbusiness of the Company or any of its affiliates, which gross negligence or willful misconduct has a material and demonstrable adverse effect on the Company; (iv) Executive’s material violation of obtaining such benefits, or substantially similar benefits, shall be paid a Company policy resulting in a material and demonstrable adverse effect to the Officer within thirty Company or an affiliate, including but not limited to a violation of the Company’s Code of Business Conduct and Ethics; or (30v) days following any material breach of this Agreement or any material breach of any other written agreement between Executive and the date Company’s affiliates governing Executive’s equity compensation arrangements (i.e., any agreement with respect to Executive’s stock, stock appreciation right and/or stock options of termination, on a date determined by any of the BankCompany’s affiliates); provided, however, that Officer Executive shall not be entitled deemed to have been terminated for Cause in the case of clause (ii), (iii), (iv) or (v) above, unless any such payments if employment breach is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything not fully corrected prior to the contrary hereinexpiration of the thirty (30) calendar day period following delivery to Executive of the Company’s written notice of its intention to terminate his employment for Cause describing the basis therefore in reasonable detail. (e) Executive will be deemed to have a “Good Reason” if Executive terminates his employment because of (i) a material diminution of Executive’s duties as General Counsel, (ii) the failure by any successor of the Company to assume in writing the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of Company’s obligations under this Agreement, (iii) the Bank agrees breach by the Company in any respect of any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the failure by the Company to correct or cure the circumstance or breach on which such resignation is based within 30 days after receiving notice from Executive describing such circumstance or breach in reasonable detail, (iv) the relocation of Executive’s primary office location of more than 50 miles that payment places the primary office farther from Executive’s residence than it was before, or (v) the imposition by the Company of a requirement that Executive report to a person other than the Chief Executive Officer of the Salary Company or the Chairman of the Board. Executive shall not have a Good Reason to resign if the Company suspends Executive due to an indictment of Executive on felony charges, provided that the Company continues to pay Executive’s salary and health and medical benefits shall continue for the Severance pay period with no right of setoffbenefits.

Severance. (a) If OfficerEmployee’s employment with the Bank Company terminates at Company’s request without cause, or at Employee’s request pursuant to any of the following terms: (i) the failure of Company to continue Employee in the position of President and Chief Executive Officer of Company, (ii) failure by Company to pay and provide to Employee the compensation and benefits at the rate provided for in Section 4 hereof, which failure is terminated not cured within ten (10) days after written notice of such failure given by Employee to Company, (iii) requiring Employee to be permanently based anywhere other than within a fifty (50) mile radius of Company’s location on the Bank or its successors during the term Without Causedate of this Agreement (excluding business-related travel to an extent reasonably consistent with past practice), the Bank or its successors shall: (a) then Company shall pay to Officer Employee, upon delivery of a total Severance payment general release satisfactory to Company, an amount equal to 2.99 years base salary the annual Base Salary in effect at the highest rate date of termination, paid in bi-monthly equal installments, which would have otherwise been payable to Employee pursuant to Section 4(a) of this Agreement for the period from the date of termination until the first anniversary of the date of termination, any unpaid bonuses earned as of the date of termination, and, upon a Change of Control, Employees stock options shall be deemed fully vested. Thereafter, Company shall have no other obligations or liabilities hereunder. In the event of a Change of Control (as defined below), then Company shall pay to Employee, upon delivery of a general release satisfactory to Company, an amount equal to the annual Base Salary in effect during at the twelve (12) month period immediately preceding Officerdate of termination, paid upon termination. Employee’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Planstock options shall be deemed fully vested. Thereafter, Company shall have no other obligations or liabilities hereunder. (b) pay For purposes of the Agreement, “Change of Control” shall mean any Severance due Officer pursuant of the following transactions effecting a change in ownership or control of the Company: (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to Section 5.4 change the Company’s jurisdiction of incorporation; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company in installments on complete liquidation or dissolution of the same schedule as he was paid Company; (iii) any reverse merger in which the Company is the surviving entity but in which securities representing 50% or more of the total combined voting power of the Company’s outstanding securities are transferred to person or persons different from the persons holding those securities immediately prior to such merger; (iv) the date acquisition, directly or indirectly by any person or related group of terminationpersons (other than the Company or a person that directly or indirectly controls, each installment to be is controlled by, or is under common control with, the same amount he would have been paid under this Agreement if he had not been terminated. In Company), of beneficial ownership (within the event meaning of Rule 13d-3 of the Officer1▇▇▇ ▇▇▇) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance outstanding securities pursuant to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and a tender or exchange offer made directly to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if OfficerCompany’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar yearstockholders. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff.

Severance. If Officer’s (1) In the event that Executive's employment with the Bank hereunder is terminated by the Bank or its successors during Company due to non-renewal of the term Without CauseAgreement, such termination shall be considered a termination by the Bank or its successors shall: (aCompany without Cause and this Section 6(f) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Planshall apply. (b2) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule Except as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements otherwise set forth in Section 1001 6(f)(3) below, if the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, including by the Company without Cause or by the Executive for Good Reason within 12 months following a Change of Control, the Patient Protection and Affordable Care ActExecutive shall, as amendedsubject to the provisions of this Section 6(f), be entitled to a dollar severance payment consisting of (A) a cash amount equal to two times the after-tax cost current calendar year's Base Salary (estimated in good faith the "Severance Payment"), (B) all equity awards currently held by the BankExecutive shall vest ("Option Acceleration") and (C) prorated Milestone Bonuses for the year in which the date of obtaining such benefitsthe termination occurs, or substantially similar benefits(the "Severance Bonus," and collectively with the Severance Payment and Option Acceleration, the "Severance Benefits"). Payment of the Severance Payment shall be paid to the Officer made in a lump sum within thirty (30) 90 days following the date of termination, on but in no event later than five days after the Company files its Form 10-K with the Sec for the current fiscal year (or is required to file if it is delinquent). Payment of the Severance Bonus shall be made in a date determined lump sum at the same time the Milestone Bonuses would be paid to the Executive if the Executive has remained employed by the Bank; providedCompany. Further if the Executive terminates his employment for Good Reason due to the failure to pay his compensation, howeverhe shall receive a Severance Payment equal to two times the number of months the Executive has bene employed under this Agreement times his monthly Base Salary. Such Severance Payment shall be due immediately. (3) If the Executive's employment is terminated because of death or disability, that Officer the Executive, in the case of disability, or his estate or designated beneficiary, in the case of the Executive's death, shall be entitled to the Severance Benefits, which shall be payable set forth in Section 8(f)(2). (4) This Section 6(f) and this Agreement shall be administered and interpreted to maximize the short-term deferral exception to Code Section 409A, and the Executive shall not, directly and indirectly, designate the taxable year of a payment made under this Agreement (5) If the Executive terminates his employment without Good Reason (including non-renewal of this Agreement y Executive) or is terminate for Cause, he shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not Payments provided for in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff.

Severance. If Officer’s employment with In the Bank event that Employee is terminated by the Bank or its successors during the term Without Causesubject to an Other Involuntary Termination, the Bank or its successors shall: Employee shall be entitled to receive severance benefits as follows: (aA) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the severance payments for [twelve (12) month period immediately preceding Officer’s last day months (if Employee is a SVP)] [eighteen months (18) (if Employee is the CEO)] months after the effective date of employment plus the average cash award paid termination (for purposes of this Section 2(b)[(i)][(ii)], the “Severance Period”) equal to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he base salary which Employee was paid receiving immediately prior to the date of terminationOther Involuntary Termination, each installment to which payments shall be paid during the same amount he would have been paid under this Agreement if he had not been terminated. In Severance Period in accordance with the event Company’s standard payroll practices; and (B) payment by the Company of the Officer’s death during full cost of the period of time while he is receiving Severance, Officer’s estate will be paid health insurance benefits provided to Employee immediately prior to the remaining component of Severance Other Involuntary Termination pursuant to which the Officer is entitled under the terms of this AgreementCOBRA or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. In the event Officer breaches any provision The payments to be provided under clauses (b)(i) and (b)(ii) shall be paid or commence to be paid within sixty (60) days of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if OfficerEmployee’s termination of employment occurs less than 21 days prior (subject to Employee’s release of claims against the end of any Company as set forth in Section 1(a)); provided that if the sixty (60) day period commences in one calendar year and ends in a second calendar year, no Severance such payment shall be made hereunder until after or commence to be made in the commencement of the next second calendar year. (c) provide Officer at no charge. Notwithstanding the foregoing, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to provide such benefits due Employee could cause the Company to the applicable nondiscrimination requirements set forth in Section 1001 become subject to excise tax as a result of the Patient Protection and Affordable Care Act, as amendedamended by the Healthcare Reform Act, the Company shall pay Employee a dollar monthly amount in cash equal to the after-tax cost (estimated in good faith by amount of the BankCOBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on Employee’s termination of employment and up to three (3) months of outplacement services (with a date determined provider and in a program selected by the Bank; providedCompany, however, that Officer shall not be entitled provided Employee commences such services within ninety (90) days of such services being offered to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffEmployee).

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay In the event of your termination of employment from the Company by reason of your death, Disability, voluntary resignation without Good Reason or by the Company for Cause, you will be entitled to Officer a total Severance payment receive (i) any unpaid Base Salary through the date of termination, (ii) except in the case of your termination by the Company for Cause or due to your voluntary resignation without Good Reason, if your annual bonus with respect to the fiscal year preceding the date of termination has not been paid prior to such termination, an amount equal to 2.99 years base salary the product of (x) your Target Bonus for such fiscal year multiplied by (y) the percentage of the aggregate target bonus on a company wide basis for such fiscal year (i.e. the payout percentage) that is approved by the Board for aggregate bonus payments with respect to such fiscal year (the product of (x) and (y) above for any fiscal year shall be referred to herein as your “Adjusted Target Bonus”) for such fiscal year), such amount to be payable at the highest rate same time as any bonus awarded to you for such fiscal year would have otherwise been paid had you not undergone a termination of employment, (iii) except in effect the case of your termination by the Company for Cause or due to your voluntary resignation without Good Reason, a pro-rata portion of your Adjusted Target Bonus for the fiscal year in which your termination occurs based on actual results for such year (determined by multiplying the amount of such Adjusted Target Bonus by a fraction, the numerator of which is the number of days during the twelve calendar year of termination that you are employed by the Company and the denominator of which is 365), payable at the same time as it would have been paid had you not undergone a termination of employment, (12iv) month period immediately preceding Officer’s last day reimbursement in accordance with applicable Company policy for any unreimbursed business expenses incurred through the date of employment plus termination, (v) any accrued but unused vacation time in accordance with Company policy, and (vi) all other payments, benefits or fringe benefits to which you are entitled under the average cash award paid terms of any applicable compensation or equity arrangement or employee benefit plan or program of the Company (collectively, Sections 9(a)(i) through 9(a)(vi) hereof will be hereafter referred to Officer over as the last three preceding years from the Executive Incentive Plan“Accrued Benefits”). (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s your termination of employment occurs less than 21 days prior from the Company by you for Good Reason or by the Company without Cause, the Company will pay or provide you with the following severance benefits: (i) the Accrued Benefits; (ii) subject to your continued compliance with all of your post-termination obligations to the end Company and subject to Section 9(d) below, an amount equal to twelve (12) times your monthly Base Salary rate, paid in substantially equal monthly installments for a period of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year.twelve (12) months following such termination; and (ciii) provide Officer at no chargesubject to (A) your timely election of, during continued eligibility for, continuation coverage under the period that Officer is receiving Severance payments Consolidated Omnibus Budget Reconciliation Act of 1985, as described in 5.4 amended (a) and (b“COBRA”), with a continuation (B) your continued copayment of medical benefits premiums at terms no less favorable than the health same level and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer cost to you as if you were an employee of the Bank or it is not Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) your continued compliance with all of your post-termination obligations to the Company, continued participation in the BankCompany’s best interests to provide such benefits due group health plan (to the extent permitted under applicable law and the terms of such plan) which covers you (and your eligible dependents) for a period of twelve (12) months following such termination at the Company’s expense; provided that the Company will report to the appropriate tax authorities taxable income to you equal to the portion of the deemed cost of such participation (based on applicable COBRA rates) not paid by you; and provided, further, that in the event that you obtain other employment that offers group health benefits, such continuation of coverage by the Company will immediately cease. Notwithstanding the foregoing, in the event that providing the foregoing coverage would result in the imposition on you of additional taxes under Section 105(h) of Internal Revenue Code, or the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care ActAct of 2010, as amended, a dollar amount equal and the Health Care and Education Reconciliation Act of 2010, as amended (to the after-tax cost (estimated extent applicable), you and the Company hereby agree to negotiate in good faith by to modify the Bank) foregoing provision in such manner as to avoid the imposition of obtaining such benefitsadditional taxes or excise taxes while also maintaining, or substantially similar benefits, shall be paid to the Officer maximum extent reasonably possible, the original intent and economic benefits to you and the Company under this Section 9(b)(iii). (c) Payment of all amounts described in this Section 9 beyond the Accrued Benefits (other than the amount described in Section 9(a)(iv) hereof) (the “Severance Payments”) will only be payable if you deliver to the Company and do not revoke a general release of claims in favor of the Company and its affiliates substantially in the form of the release attached hereto as Exhibit D. Such release will be provided to you within thirty seven (307) days of your termination of employment and must be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination. To the extent that payment of any amount of the Severance Payments constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A” (as defined in Section 15 hereof), any such payment scheduled to occur during the first sixty (60) days following the date termination of terminationemployment will not be paid until the sixtieth (60th) day following such termination of employment and will include payment of any amount that was otherwise scheduled to be paid prior thereto. Payment of the Accrued Benefits shall be made in a timely manner consistent with state law, on regardless of whether you deliver a date determined general release of claims. (d) In no event will you be obligated to seek other employment or take any other action by way of mitigation of the Bankamounts payable to you under any of the provisions of this Agreement; provided, however, that Officer shall not be entitled to the extent that you secure subsequent employment (excluding any self-employment) at any time during the twelve month period immediately subsequent to the termination of your employment with the Company (any such payments if employment is terminated in accordance employment, “Subsequent Employment”), then (i) you shall provide the Company with written notice of such Subsequent Employment within fifteen (15) days of securing such Subsequent Employment and (ii) the amount of any Severance Payments otherwise due hereunder shall be decreased by an amount equal to the aggregate amount of all cash compensation received from such Subsequent Employment during such twelve month period. In addition, subject to the provisions of Section 5.2(a15(e) hereof and the limitations of applicable wage laws, the Company’s obligation to make the Severance Payments provided for herein will be subject to set-off, counterclaim or Section 5.3. Notwithstanding anything recoupment of any amounts owed by you to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of Company or its affiliates under this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffAgreement or otherwise.

Severance. If Officerany U.S. Hired Employee is terminated by the Purchaser or an Acquired Company (other than for Cause) during the Continuation Period, the Purchaser will provide (or cause to be provided to) such employee with whichever of the following would provide him or her with the greatest level of severance allowances and benefits, in each case crediting such employee for his or her service with the Seller and its Affiliates (including the Acquired Companies) prior to the Purchaser Employment Date in accordance with Section 2.5 hereof: (a) for any U.S. Hired Employee who would have been eligible under the Motorola Solutions Involuntary Severance Plan as in effect on the Effective Date (the “Seller Severance Plan”), the severance allowances and benefits that would have been provided under the Seller Severance Plan to an employee with the U.S. Hired Employee’s years of service as of the date of his or her termination from Purchaser or an Acquired Company; (b) for any U.S. Hired Employee who would have been eligible under the Motorola Solutions, Inc. 2011 Executive Severance Plan (the “Executive Severance Plan”) as in effect on the Effective Date, the severance allowance and benefits that would have been provided under the Executive Severance Plan to an employee with the U.S. Hired Employee’s years of service as of the date of his or her termination from Purchaser or an Acquired Company, or (c) the severance allowances and benefits as may be available under the Purchaser’s severance benefit plan or program. For purposes of this Agreement, a transfer to be effective within one year after the Purchaser Employment Date of a U.S. Hired Employee’s primary workplace to a location more than fifty (50) miles from the U.S. Hired Employee’s prior primary workplace (i) if accepted, will entitle the U.S. Hired Employee to relocation benefits from the Purchaser commensurate with the relocation benefits available under the relocation policy of the Purchaser or its Affiliates, as applicable, in effect at the time of such relocation or (ii) if refused (resulting in the termination of the U.S. Hired Employee’s employment with the Bank is terminated by the Bank or Purchaser and any of its successors during the term Without CauseAffiliates), the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s treated as a termination of employment occurs less other than 21 days prior for Cause and entitle the U.S. Hired Employee to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) severance allowance and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in this Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff2.3.

Severance. (a) If Officer’s employment with the Bank Employment Period is terminated by the Bank Company without Cause, Executive shall be entitled to receive an amount equal to his Base Salary at the times set forth in this Agreement for the remainder of the Term (for purposes of this Section 5(a), the "Severance Period"), so long as Executive has not breached and does not breach the provisions of any paragraphs 6, 7, 8, 9, 10, or its successors 12 below during the term Without Cause, time period set forth therein or in the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Planagreement referenced thereby. (b) pay any Severance due Officer pursuant If the Employment Period is terminated as a result of Executive's Disability, Executive and/or his estate or beneficiaries, as the case may be, shall be entitled to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled receive benefits under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments Company's employee benefit programs as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of such termination to the extent permitted thereunder and, in addition, shall be entitled to receive (i)an amount equal to Executive's Base Salary at the times set forth in this Agreement for the one-year period after the termination of the Officer’s Employment Period and (ii) the amount of any Annual Bonus otherwise payable to Executive pursuant to paragraph 3(b) above for the fiscal year in which Executive's employment and including is terminated, except that the amount of any dependents being covered such Annual Bonus otherwise payable pursuant to this paragraph 5(b) shall be pro rated on the basis of the number of days during such fiscal year that Executive was employed by the Officer Company. (c) If the Employment Period is terminated as a result of Executive's death, Executive and/or his estate or beneficiaries, as the case may be, shall be entitled to receive the benefits under the Company's employee benefit programs as in effect on the date of his such termination who remain eligible to the extent permitted thereunder and, in addition, shall be entitled to receive the amount of any Annual Bonus otherwise payable to the Executive pursuant to paragraph 3(b) above for medical benefits under the terms fiscal year in which Executive's employment is terminated, except that the amount of any such Annual Bonus otherwise payable pursuant to this paragraph 5(b) shall be pro rated on the basis of the Bank’s medical plan. To number of days during such fiscal year that Executive was employed by the extent such benefits cannot Company. (d) If the Employment Period is terminated by the Company for Cause or if Executive resigns for any reason, or if the Employment Period is terminated as a result of a Termination Notice delivered by Executive pursuant to paragraph 4 above, Executive shall be entitled to receive his Base Salary through the date of termination and the Company shall have no further liability whatsoever to Executive. (e) Except as otherwise expressly provided herein or as expressly required under a plan because Officer is no longer an employee Section 498OB of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 Internal Revenue Code of the Patient Protection and Affordable Care Act1986, as amended, a dollar amount equal all of Executive's rights to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, fringe benefits and bonuses hereunder shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment cease upon termination of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffEmployment Period.

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) If the Term terminates for any reason, the Company will pay to Officer a total Severance payment the Executive an aggregate amount equal to 2.99 years the Executive’s accrued and unpaid base salary at through the highest rate date of such termination, additional salary payments in effect during lieu of the twelve (12) month period immediately preceding OfficerExecutive’s last day of employment plus accrued and unused vacation time, unreimbursed business expenses, unreimbursed medical, dental and other employee benefit expenses in accordance with the average cash award paid applicable plans, and any and all other benefits available to Officer over the last three preceding years from the Executive Incentive Planor Executive’s estate under then-existing Company benefit plans or policies, including if applicable death or Disability benefits, provided for (the “Standard Termination Payments”). Except as expressly provided below, payment of the Standard Termination Payments shall be the Company’s only obligation to Executive, and the Company shall incur no further liability, in connection with such termination. (b) If the Term is terminated upon the Executive’s death or Disability, the Company will pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date Executive’s estate or the Executive, as the case may be (i) the Standard Termination Payments, (ii) a lump sum payment, if applicable, equal to the Executive’s earned but unpaid bonus under the VPP for the prior fiscal year, and (iii) a lump sum payment equal to the Executive’s target bonus under the VPP for the fiscal year in which the death or Disability occurs prorated for the portion of the year elapsed at the time of the termination, each installment to . Such payments shall be the same amount he would have been paid under this Agreement if he had not been terminatedCompany’s only obligations to Executive in such a case. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, The Company shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, incur no Severance payment shall be made hereunder until after the commencement of the next calendar yearfurther liability for such a termination. (c) provide Officer If the Company terminates the Executive’s employment under this Agreement without Cause other than by reason of his death or Disability, or if the Term is not extended pursuant to the proviso to Section 1(a) as a result of the Company giving notice thereunder that it elects to permit the Term to expire without extension, or if the Executive terminates his employment hereunder within six months of any event constituting Good Reason, the Company will (i) pay the Executive the Standard Termination Payments, (ii) pay the Executive a lump sum payment equal to the Executive’s earned but unpaid bonus under the VPP for the prior fiscal year, (iii) pay the Executive a lump sum payment equal to the Executive’s target bonus under the VPP for the fiscal year in which the termination occurs prorated for the portion of the year elapsed at no chargethe time of the termination, during (iv) pay the period that Officer is receiving Severance payments as described in 5.4 Executive a lump sum payment equal to the Executive’s total cash compensation for the previous fiscal year (a) but not less than $210,000), and (bv) continue in effect the Executive’s benefits with respect to life, health and insurance plans or their equivalent for one year. Such payments and the obligations set forth below in Section 6(d) shall be the Company’s only obligations to Executive in such a case. The Company shall incur no further liability for such a termination. (d) If the Company terminates the Executive’s employment under this Agreement without Cause other than by reason of his Disability, or if the Term is not extended pursuant to the proviso to Section 1(a) as a result of the Company giving notice thereunder that it elects to permit the Term to expire without extension, or if there is a Change of Control (as defined below), with or if the Executive terminates his employment hereunder within six months of any event constituting Good Reason, then, except for those stock options that have a continuation of medical benefits at terms no less favorable strike price that is more than 10% greater than the health and medical benefits in effect closing price of the Company’s common stock on the date of termination such termination, expiration or Change of Control, all stock options granted to the OfficerExecutive shall immediately vest and be exercisable and any stock grant to the Executive shall immediately vest, all Company imposed restrictions on restricted stock issued to the Executive shall be terminated and all restricted stock awarded to Executive but not yet issued shall be promptly issued to Executive. (e) As used herein, the term “Cause” means: (i) the Executive’s employment willful and including intentional failure or refusal to perform or observe any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank material duties, responsibilities or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements obligations set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, if such breach is not cured within 30 days after notice thereof to the Bank agrees Executive by the Company, which notice shall state that payment such conduct shall, without cure, constitute Cause and makes specific reference to this Section 6(e); (ii) any willful and intentional act of the Salary and health and medical benefits shall continue for Executive involving fraud, theft, embezzlement or dishonesty affecting the Severance pay period with no right Company; or (iii) the Executive’s conviction of setoff(or a plea of nolo contendere to) an offense which is a felony in the jurisdiction involved.

Severance. If OfficerIn the event during the Employment Period (i) the Company terminates Employee’s employment with other than for Cause pursuant to Section 4.1(c) or (ii) the Bank is terminated by Employee terminates her employment for Good Reason pursuant to Section 4.1(d), subject to the Bank or its successors during the term Without Causeexecution and non-revocation of a release and waiver of all claims described below, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years Company shall continue her base salary at in accordance with its regular payroll practices for a period of (A) twelve (12) months, commencing on the highest rate date that is thirty (30) days after the termination in effect the case of a termination of employment either prior to a Change in Control or following a period of twelve (12) months after a Change in Control or (B) twenty-four (24) months, commencing on the date that is thirty (30) days after the termination in the case of a termination of employment during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 following a Change in installments on the same schedule as he was paid immediately prior to the date of terminationControl, in each installment case, such payments to be reduced by the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death any compensation from a subsequent employer during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminatesuch period. Notwithstanding anything herein to the contrary contained hereincontrary, if Officer’s receipt of any payment in connection with a termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after conditioned on Employee signing a release and waiver of all claims against the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) Company and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer its affiliates within thirty (30) days following after her termination of employment, in such form and manner as the date Company shall reasonably prescribe, which release shall become effective and irrevocable within thirty (30) days after Employee’s termination of terminationemployment. Employee shall accept these payments in full discharge of all obligations of any kind which Company has to her except obligations, on a date determined if any (i) for post-employment benefits expressly provided under this Agreement and/or at law, (ii) to repurchase any capital stock of Company owned by the Bank; provided, however, that Officer shall Employee (as may or may not be entitled set forth in the applicable stock agreement); or (iii) for indemnification under separate agreement by virtue of Employee’s status as a director/officer of the Company. Employee shall also be eligible to any such payments if employment is terminated receive a bonus with respect to the year of termination as provided in accordance with the provisions of Section 5.2(a) or Section 5.33(b). Notwithstanding anything herein to the contrary hereincontrary, in the event that Officer accepts employment during Employee is determined to be a specified employee within the Severance pay periodmeaning of Section 409A of the Internal Revenue Code of 1986, as outlined aboveamended (the “Code”), for purposes of any payment on termination of employment hereunder, payment(s) shall be made or begin, as applicable, on the first payroll date which is more than six months following the date of separation from service, to the extent required to avoid any adverse tax consequences under Section 409A of the Code. Any payments that would have been made during such 6-month period shall be made in a lump sum on the first payroll date which is more than six months following the date Employee separates from service with an entity such that the employment by that entity is not in violation Company. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 6 409A of the Code. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, the Bank agrees that payment . This Agreement shall be interpreted and administered in a manner consistent with Section 409A of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffCode.

Severance. If Officer’s at any time (i) your employment with the Bank Company is terminated by the Bank Company without Cause or by you for Good Reason, and in either event within one year after the consummation of a Change in Control (and other than a result of your death or disability); and (ii) not later than 60 days following your termination of employment you execute a general release of claims (the “Release”) in favor of the Company in such form provided by the Company, return such Release to the Company within the applicable time period set forth therein, and permit such Release to become effective in accordance with its successors during terms; then, on the term Without Causesixtieth (60th) day following such termination of employment, you shall receive or commence to receive, as the Bank or its successors shall: case may be (ai) pay to Officer continuation of your then-current base salary, less required deductions and withholdings, for a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the period of twelve (12) month period immediately preceding Officer’s last day of months after your employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments termination date, payable on the same schedule as he was paid immediately prior to Company's regular payroll dates and (ii) acceleration of the vesting for the Incentive Equity Option, such that on your last date of terminationemployment, each installment you will be deemed vested in any such equity which would have vested during the one year period after termination of your employment. In addition to continuation of your then current base salary, the Company will pay your COBRA health insurance premiums sufficient to maintain your then-current coverage for a period of one year following termination of employment, provided that you timely elect COBRA, continue to be eligible for COBRA during such time period, and do not become eligible for health insurance benefits through another employer. You agree to promptly notify the same amount he would have been paid under this Agreement Company in writing if he had you become eligible for health insurance benefits through another employer during the time you are receiving Severance Benefits. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot been terminated. In provide the event foregoing COBRA subsidy without potentially violating applicable law (including, without limitation, Section 2716 of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (bPublic Health Service Act), the Company shall instead provide you with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount taxable monthly payment equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefitsmonthly COBRA subsidy, or substantially similar benefits, which shall be paid to regardless of whether you elect COBRA coverage, shall commence in the Officer within thirty (30) days month following the date of termination, month in which you incur a Separation from Service (as defined in Section 4(c) below) and shall end on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment earlier of the Salary date you obtain other employment and health and medical benefits shall continue for the Severance pay period with no right one year anniversary of setoffyour Separation from Service.

Severance. If OfficerSubject to Section 6 hereof, if (i) the Company terminates the employment of Employee without Cause, or (ii) Employee terminates his employment for Good Reason, then Employee shall be entitled to receive all of his accrued and then-unpaid base salary, any bonus cash compensation earned by Employee through the effective date of termination (determined at the maximum annual rate for bonus cash compensation provided for above but on a pro-rated basis for the portion of the fiscal year that shall have elapsed when the termination occurs). In addition, subject to Employee’s execution and non-revocation of an agreement containing a release of any and all legal claims and other termination-related provisions in a form acceptable to the Company (the “Separation Agreement”), Employee shall be entitled to receive upon such termination an additional cash payment in the amount of twelve (12) months of such base salary (the “Severance Payment”), and notwithstanding the vesting and exercisability provisions otherwise applicable to the options issued to Employee under prior agreements, the vesting of all shares of common stock underlying such options shall accelerate as of the effective date of such termination, and such options shall remain exercisable for the remainder of their terms. The Company shall pay the Severance Payment in substantially equal installments over six (6) months (the “Severance Benefits Period”) in accordance with the Company’s standard payroll practice, in arrears beginning on the first payroll date that occurs following the thirtieth (30th) day after the date on which Employee’s employment with the Bank is terminated by the Bank or its successors during the term Without CauseCompany terminates; provided, that prior to such date, the Bank or its successors shall: Separation Agreement becomes effective. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination“Code”), each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate Severance Payment will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminateconsidered a separate payment. Notwithstanding anything the foregoing, the Company shall not be required to pay any severance pay for any period following the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the effective date of termination of the OfficerEmployee’s employment hereunder if Employee shall have materially violated the provisions of Sections 3, 8, 10 or 11 of this Agreement and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it violation is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer cured within thirty (30) days following receipt of written notice from the date of termination, on Company containing a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment description of the Salary violation and health and medical benefits shall continue a demand for the Severance pay period with no right of setoffimmediate cure.

Severance. If Officer’s The Purchaser shall be solely responsible for, and shall indemnify and hold harmless the Seller from, all Losses that may result in respect of claims for statutory, contractual or common law severance or other separation benefits or other legally mandated payment obligations (including claims for wrongful dismissal, notice of termination of employment or pay in lieu of notice), together with the Bank employer-paid portion of any employment or payroll Taxes related thereto, arising out of, relating to or in connection the termination of employment of any Company Continuing Employee after 12.01 a.m. on the Closing Date. Without limiting the generality of Section 7.03, with respect to any Company Continuing Employee whose employment is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death Purchaser during the period of time while he is receiving Severancefrom the Closing Date and for one year thereafter, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance Purchaser shall provide such Company Continuing Employee with severance benefits (including cash and welfare benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms are no less favorable than the health severance benefits (including cash and medical benefits in effect on welfare benefits) that such Company Continuing Employee would have received if he or she separated from the date of termination of the Officer’s employment Holding Companies and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due Company Subsidiaries immediately prior to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the BankClosing; provided, however, that Officer (x) for purposes of this covenant, such Company Continuing Employee shall be credited for service with the Seller and its Affiliates as described in Section 7.05 and for service with the Purchaser and its Affiliates following the Closing Date, (y) the Purchaser shall not be entitled obligated to any pay such payments severance pay if such Company Continuing Employee’s employment is has been terminated for cause, as determined by the Purchaser in its reasonable discretion, and (z) as a condition to such Company Continuing Employee’s receipt of such severance pay in excess of the requirements under applicable Law, the Purchaser may require such Company Continuing Employee to execute an irrevocable waiver and general release of claims in favor of the Seller and its predecessors, successors, parents and Affiliates, and all their respective present and former officers, directors, employees, agents and representatives, pursuant to which the Seller shall be a third-party beneficiary, which release must become effective and irrevocable in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything its terms prior to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffsuch severance pay.

Severance. a. If Officer’s the Company terminates the employment with of the Bank is terminated Executive against his will and without Cause, or the Executive terminates his employment for a Good Reason, the Executive shall be entitled to receive, subject to receipt by the Bank Company of an executed release and waiver of claims (that has not been revoked during any applicable revocation period) in a form reasonably acceptable to the Company (and which, other than the release and waiver of claims shall not impose upon Executive any obligations or its successors during restrictions not contained in this Agreement, or limit Executive’s rights hereunder): (i) salary and target incentive compensation accrued through the term Without CauseTermination Date, plus (ii) the Bank or its successors shall: lesser of (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. $250,000 or (b) the balance of the Executive’s compensation hereunder to the end of the Employment Period computed using the latest applicable salary rate, and (iii) notwithstanding the vesting period provided for in the Company’s Stock Option Plan and any related stock option agreements between the Company and the Executive for stock options granted Executive by the Company, all then outstanding options shall be fully vested and exercisable as of the Termination Date. The Company shall make severance payments pursuant to this section, in full, within 30 days of the Termination Date. Notwithstanding the foregoing, the Company shall not be required to pay any Severance due Officer pursuant to severance pay for any period following the Termination Date if the Executive violates the provisions of Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination14, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms Section 15 or Section 16 of this Agreement. In such event, the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and Company shall provide written notice to the extent not yet paidExecutive detailing such violation. b. If the Executive is terminated by the Company for Cause or the Executive terminates employment other than for Good Reason, shall thereupon immediately cease and terminate. Notwithstanding anything to then the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment Executive shall be made hereunder until after entitled to receive compensation and incentive compensation earned through the commencement of the next calendar yearTermination Date only. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. c. To the extent such COBRA shall be applicable to the Company or as provided by law, the Executive shall be entitled to continuation of group health plan benefits cannot be provided under a plan because Officer is no longer an employee following the Termination Date if the Executive makes the appropriate conversion and payments. In the event the Company terminates the employment of the Bank Executive without Cause, or it the Executive terminates his employment for a Good Reason, the Company shall pay such COBRA premiums for a period of twelve (12) months from the Termination Date, unless Executive earlier becomes eligible for equivalent employer paid benefits as a result of any new employment. d. The Executive acknowledges that, upon termination of his employment, he is not in the Bank’s best interests entitled to provide such no other compensation, severance or other benefits due to the applicable nondiscrimination requirements other than those specifically set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, this Agreement or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffapplicable stock option agreement.

Severance. (a) If Officer’s the Company terminates Executive's employment with the Bank is terminated by Company without Cause (excluding death or Disability) or if Executive resigns from such employment for Good Reason, and if such termination or resignation occurs prior to three (3) months before a Change in Control of the Bank or its successors during Company, then Executive will receive, in addition to Executive's salary payable through the term Without Causedate of termination of employment and any other employee benefits earned and owed through the date of termination, the Bank or its successors shallfollowing benefits from the Company: (ai) continuing payments of severance pay to Officer in accordance with the Company's normal payroll policies at a total Severance payment rate equal to 2.99 years base salary at Executive's Base Salary rate, as is then in effect, for three (3) months from the highest rate in effect during date of such termination without Cause or resignation for Good Reason; and (ii) if Executive elects continuation coverage pursuant to the twelve Consolidated Budget Reconciliation Act of 1985 (12"COBRA") month within the time period immediately preceding Officer’s prescribed pursuant to COBRA for Executive and Executive's eligible dependents, then the Company will reimburse Executive on the last day of each month after her employment plus termination date for the average cash award COBRA premiums paid during such period for such coverage (at the coverage levels in effect immediately prior to Officer over Executive's termination) for a period ending three (3) months following such termination or resignation; provided, that such coverage shall end upon such earlier date that Executive and/or Executive's eligible dependents become covered under similar plans. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the benefit described in this Section 8(b) without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive's group health coverage in effect on the termination of employment date (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of within Executive elects COBRA continuation coverage arid will commence on the month following Executive's termination of employment and will end on the earlier of (A) the date upon which Executive obtains other employment or (B) the date the Company has paid an amount equal to three preceding years from (3) payments, per the Executive Incentive Planterms of this agreement. For the avoidance of doubt, the taxable payments in lieu of COBRA reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. (b) pay If the Company terminates Executive's employment with the Company without Cause (excluding death or Disability) or if Executive resigns from such employment for Good Reason, and if such termination or resignation occurs within three (3) months prior to, or six (6) months following, a Change in Control of the Company, then Executive will receive, in addition to Executive's salary payable through the date of termination of employment and any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to other employee benefits earned and owed through the date of termination, the following benefits from the Company: (i) continuing payments of severance pay in accordance with the Company's normal payroll policies at a rate equal to Executive's Base Salary rate, as is then in effect, for six (6) months from the date of such termination without Cause or resignation for Good Reason; (ii) if Executive elects continuation coverage pursuant to the Consolidated Budget Reconciliation Act of 1985 ("COBRA") within the time period prescribed pursuant to COBRA for Executive and Executive's eligible dependents, then the Company will reimburse Executive on the last day of each installment month after her employment termination date for the COBRA premiums paid during such period for such coverage (at the coverage levels in effect immediately prior to be Executive's termination) for a period ending six (6) months following such termination or resignation; provided, that such coverage shall end upon such earlier date that Executive and/or Executive's eligible dependents become covered under similar plans. Notwithstanding the same amount he would have been paid under foregoing, if the Company determines in its sole discretion that it cannot provide the benefit described in this Agreement if he had not been terminated. In the event Section 8(b) without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Officer’s death during Public Health Service Act), the period Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of time while he is receiving Severancea given month, Officer’s estate in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive's group health coverage in effect on the termination of employment date (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of within Executive elects COBRA continuation coverage and will commence on the month following Executive's termination of employment and will end on the earlier of (A) the date upon which Executive obtains other employment or (B) the date the Company has paid the remaining component of Severance an amount equal to which the Officer is entitled under six (6) payments, per the terms of this Agreementagreement. In For the event Officer breaches avoidance of doubt, the taxable payments in lieu of COBRA reimbursements may be used for any provision purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings; (iii) fifty percent (50%) the annual Target Bonus opportunity for the year in which employee is terminated without C▇▇▇▇ or resigns for Good Reason; and (iv) one hundred percent (100%) of Section 6 any Equity Awards held by Executive as of this Agreement, Officer’s entitlement to any Severance the date of such termination without Cause or resignation for Good Reason shall immediately vest and benefits, if and become fully exercisable (to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar yearapplicable). (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff.

Severance. If Officer’s employment with Upon termination of this Agreement by Company without Cause or by Employee for Good Reason at any time following the Bank is terminated by one-year anniversary of the Bank or its successors during Commencement Date (the term Without Cause“Termination Date”), the Bank or its successors Company shall: (ai) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of terminationall accrued and unpaid Base Salary and accrued and unused vacation pay, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer payable within thirty (30) days following of the date of termination, and all accrued and vested benefits through the date of termination, payable in accordance with the terms of the applicable benefit plan; (ii) pay any Annual Bonus for any prior completed fiscal year that has been determined but not paid as of the date of termination, payable within thirty (30) days of the date of termination; (iii) a pro-rata portion (based on days worked through the date of termination) of the Annual Bonus for the fiscal year of termination that Employee would have earned for such year had employment continued, based on actual performance results for the full annual performance period, payable at the time that annual bonuses are paid to active executives of Company (but in no event later than seventy-five (75) days after the end of the fiscal year in which termination occurs); (iv) continued payment (“Severance Pay”) of Employee’s Base Salary, payable in equal installments in accordance with Company’s payroll practices (not less frequently than monthly), for a date determined by period of six (6) months after the BankTermination Date commencing on the first payroll period after Employee executes a general release on behalf of Company in connection with such termination (the “Severance Period”); provided, however, that Officer the Severance Pay due to Employee shall not be entitled to reduced by the amount of any such payments if earnings from employment, including self-employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary hereinother contract-for-hire work, in the event that Officer accepts employment earned or received by Employee during the Severance pay periodPeriod; (v) if Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as outlined abovereimburse, with an entity such that grossed up for any applicable taxes, Employee for the employment monthly COBRA premium paid by that entity is not in violation of Section 6 of this Agreement, Employee for Employee and Employee’s dependents. Such reimbursement shall be paid to Employee on the Bank agrees that payment fifth (5) of the Salary month immediately following the month in which Employee timely remits the premium payment. Employee shall be eligible to receive such reimbursement until the earliest of: (a) the six (6)-month anniversary of the Termination Date; (b) the date Employee is no longer eligible to receive COBRA continuation coverage; and health and medical benefits shall continue for (c) the Severance pay period with no right of setoffdate on which Employee receives substantially similar coverage from another employer or other source.

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive PlanTermination without Cause or for Good Reason. (bi) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if OfficerExecutive’s termination of employment with the Company (i) by the Company without Cause, or (ii) by Executive for Good Reason, Executive shall be entitled to the severance benefits set forth below in Section 6(a)(ii); provided, however, if such termination of employment or election of non-renewal occurs less than 21 within twenty-four (24) months immediately following a Change in Control (as defined in the Severance Plan) of the Company, Executive shall in lieu of the severance benefits provided under Section 6(a)(ii) hereof become entitled to the severance benefits set forth below in Section 6(a)(iii). (ii) As a condition to the payment of the following severance benefits, within 45 days of the Executive’s termination of employment, the Executive shall execute and deliver, and the applicable revocation period shall have expired with respect to, the “Release” in the form attached hereto as Exhibit A, in consideration for which the Company agrees to the following: (A) The Company shall pay Executive, upon the date that is 45 days following the termination of employment, a lump-sum cash payment in an amount equal to two times the Executive’s annual Base Salary (as in effect at the date of Executive’s termination determined without regard to any reduction in such Base Salary constituting Good Reason). (B) The Company shall pay Executive 50% of the Annual Bonus then in effect that Executive would have received based upon the Company’s actual underlying performance through the end of the current bonus period, and further pro-rated for the number of days during such year that Executive was employed by the Company, with such bonus to be paid at the time such bonus would otherwise have been paid had Executive not been terminated. (C) For eighteen (18) months from the date of termination (the “Benefits Continuation Period”), the Company shall reimburse the Executive for his cost to participate in COBRA benefits continuation coverage. (D) To the extent not already vested, the 2016 LTIP Award shall fully vest upon termination of employment, (and be paid or satisfied in accordance with their terms). (E) The Company shall pay Executive the amounts described in Section 6(d). (iii) As a condition to the payment of the following severance benefits, within 45 days of the Executive’s termination of employment, the Executive shall execute and deliver, and the applicable revocation period shall have expired with respect to, the “Release” in the form attached hereto as Exhibit A, in consideration for which the Company agrees to the following: (A) The Company shall pay Executive, upon the date that is 45 days after termination of employment, a lump-sum cash payment in an amount equal to three times the sum of the following: (x) Executive’s annual Base Salary (as in effect at the date of Executive’s termination determined without regard to any reduction in such Base Salary constituting Good Reason) and (y) Executive’s target Annual Bonus (excluding the Maximum Bonus but determined without regard to any reduction in such target Annual Bonus constituting Good Reason) for the year in which the termination of employment occurs. (B) For eighteen (18) months from the date of termination (the “Change in Control Benefits Continuation Period”), the Company shall reimburse the Executive for his cost to participate in COBRA benefits continuation coverage. (C) A lump-sum amount, paid upon the date that is 45 days after termination of employment, equal to Executive’s then current target bonus opportunity established under the bonus plan in which the Executive is then participating, for the plan year in which the termination of employment occurred, adjusted on a pro rata basis based on the number of days Executive was actually employed during the bonus plan year in which the termination of employment occurs. (D) To the extent not already vested, the 2016 LTIP Award shall fully vest upon termination of employment, (and be paid or satisfied in accordance with their terms). (E) The Company shall pay Executive the amounts described in Section 6(d). (iv) Notwithstanding anything in this Section 6(a) to the contrary, the benefit reimbursement provided pursuant to Section 6(a)(ii)(C) and Section 6(a)(iii)(B) shall be discontinued prior to the end of the Benefits Continuation Period or Change in Control Benefits Continuation Period, as applicable, in the event Executive becomes eligible for benefits from a subsequent employer (including self employment or consulting) similar to those benefits Executive was receiving pursuant to his COBRA benefits continuation, as determined by the Company in good faith. Executive shall have a duty to inform the Company as to the terms and conditions of any calendar yearsubsequent employment and the corresponding benefits earned from such employment, and shall provide, or cause to be provided, to the Company in writing correct, complete and timely information concerning the same. (v) Notwithstanding anything herein to the contrary, if Executive is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) as of his termination of employment, then to the extent necessary to comply with the requirements of Section 409A of the Code, no Severance payment payments due Executive under this Section 6(a) shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable earlier than the health and medical benefits in effect on the date of that is six months following Executive’s termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be employment, at which time all payments that would otherwise have been made or provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, Executive within that six month period shall be paid to the Officer within thirty (30) days following the date of termination, on Executive in a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setofflump sum.

Severance. (a) If Officer’s employment with the Bank Employment Period is terminated by the Bank Company without Cause or its successors during by you for Good Reason, you will be entitled to receive (i) your Base Salary as in effect at the term Without Causetime of such termination to the extent such amount has accrued through the Termination Date (as defined in Section 5(e) below) and remains unpaid, (ii) any fully earned and declared but unpaid Performance Bonus as of the Termination Date, (iii) an amount equal to the sum of your Base Salary that you would have received from the Termination Date through the then applicable Expiration Date, which shall be payable in the same amounts and at the same intervals as if the Employment Period had not ended, (iv) except as set forth in the final sentence of this Section 5(a), immediate and full vesting of all your equity awards, (v) if you timely elect continued coverage pursuant to COBRA, payment of your share of the premium cost at the same rate as for active employees of the Company for the 18-month period following the Termination Date and (vi) any unpaid Expenses as of the Termination Date. Except as set forth in Section 5(d), upon delivery of the payments and benefits described in this Section 5(a), the Bank Company shall have no further obligation to you under this letter agreement or otherwise with respect to your employment with the Company; provided, however, the Company’s obligation to make the payments to you described in clauses (iii), (iv) and (v) of this Section 5(a) is conditioned upon your executing and delivering, no later than 45 days following the Termination Date (and not revoking), a release relating to your employment by the Company in favor of the Company, the Company Affiliates and their respective stockholders, officers, members, managers, directors, employees, subsidiaries and affiliates substantially in the form attached as Exhibit A; provided, further, that until the period to revoke such release has expired, the Company shall retain any Base Salary installment payment that would otherwise be made pursuant to clause (iii) of this Section 5(a), with such payment being made on the next regularly scheduled payroll date after such revocation period expires. In the event that the Company’s delivers written notice to you that the Board, in its successors shall: (a) pay good faith and reasonable judgment, has determined that you have been negligent in the performance of your duties, provided that you have been given an opportunity of no less than 30 days after receipt of such notice to Officer a total Severance payment equal cure any such instances of negligence, if the Company terminates your employment without Cause following the Board’s good faith, reasonable determination that you have failed to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plancure, any unvested equity awards that you hold will be forfeited. (b) If the Employment Period is terminated by the Company for Cause or by you other than for Good Reason, the Company will pay any Severance due Officer pursuant to Section 5.4 you (i) your Base Salary as in installments on effect at the same schedule as he was paid immediately prior to the date time of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and such termination to the extent not yet paidsuch amount has accrued through the Termination Date and remains unpaid, shall thereupon immediately cease (ii) any fully earned and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement declared but unpaid Performance Bonus as of the next calendar yearTermination Date, and (iii) any unpaid Expenses as of the Termination Date. Except as set forth in Section 5(d), upon delivery of the payments described in this Section 5(b), the Company will have no further obligation to you under this letter agreement with respect to your employment with the Company. (c) provide Officer at no chargeIf the Employment Period is terminated due to your Disability (as defined in Section 5(g) below) or death, during the period that Officer Company will pay you or your estate, whichever is receiving Severance payments applicable, (i) your Base Salary as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on at the date time of such termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To to the extent such benefits cannot be provided under a plan because Officer is no longer an employee amount has accrued through the Termination Date and remains unpaid, (ii) any fully earned and declared but unpaid Performance Bonus as of the Bank or it is not in Termination Date, and (iii) any unpaid Expenses as of the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements Termination Date. Except as set forth in Section 1001 5(d), upon delivery of the Patient Protection payments described in this Section 5(c), the Company will have no further obligation to you under this letter agreement or otherwise with respect to your employment with the Company. (d) Except as otherwise required by law or as specifically provided herein, all of your rights to salary, severance, fringe benefits, bonuses and Affordable Care Actany other amounts hereunder (if any) accruing after the termination of the Employment Period will cease upon the earlier of the Termination Date and your last day of active service. In the event the Employment Period is terminated, your sole remedy, and the sole remedy of your successors, assigns, heirs, representatives and estate, will be to receive the payments described in this letter agreement. Notwithstanding the foregoing, the following rights will survive any termination of the Employment Period: (i) your rights to accrued and vested benefits under any benefit plan of the Company or any of the Company Affiliates, or as set forth in any other agreement between you and the Company or any of the Company Affiliates, (ii) your right to continued participation in the Company’s health and welfare plans, except as otherwise provided in Section 5(a)(v), at your own expense pursuant to COBRA, (iii) your right to indemnification in respect of your service as a director or officer of the Company or any of the Company Affiliates, to the maximum extent provided under applicable law, the Company’s Certificate of Incorporation and By-laws (each, as amendedthey may be amended from time-to-time), and any other agreement between you and the Company, (iv) your rights in respect of shares of Common Stock that you hold and (v) your rights in respect of any equity-based awards that remain outstanding following the Employment Period (subject to the provisions of this Agreement and any equity plan or award agreement that governs the terms of such equity-based awards). (e) Any termination of the Employment Period by the Company (other than termination upon your death) or by you must be communicated by written notice (in either case, a dollar amount equal “Notice of Termination”) to you, if the Company is the terminating party, or to the after-tax cost Company, if you are the terminating party. For purposes of this letter agreement, “Termination Date” means (estimated in good faith by i) if the Bank) of obtaining such benefitsEmployment Period is terminated due to your death, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of terminationyour death and (ii) if the Employment Period is terminated due to your Disability, on a date determined by the Bank; providedCompany (for Cause or without Cause) or by you (for Good Reason or without Good Reason), however, that Officer shall the date specified in the Notice of Termination (which may not be entitled to any earlier than the date of such payments if employment is terminated in accordance with the provisions Notice of Section 5.2(a) or Section 5.3Termination). Notwithstanding anything contained herein to the contrary hereincontrary, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment any termination of the Salary and health and medical benefits shall continue for Employment Period by you must be communicated to the Severance pay period with Company no right of setoffless than 30 days prior to the intended Termination Date.

Severance. If Officer’s Upon termination by the Company of the Executive's employment with the Bank is terminated Company for any reason other than for Cause (as defined below), or upon termination by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible employment with the Company for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, Good Reason (as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bankdefined below) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following of the date occurrence of terminationthe circumstances giving rise to such Good Reason, on a date determined by then (i) the Bank; provided, however, that Officer Executive shall not be entitled to receive payment of any accrued and owing Base Salary for the applicable period, (ii) a lump sum payment equal to one year's Base Salary at its then current rate, (iii) the Executive shall vest as to an additional twenty percent (20%) of the shares subject to the Restricted Stock award and (iv) the Executive shall vest as to such additional portion of the shares subject to any then outstanding Deferred Shares Awards as is provided in the applicable Deferred Share Award agreements. Except for indemnification obligations under applicable indemnification agreements (including indemnification obligations contained in the Company charter and by-laws) and insurance policies, and vested rights in benefit plans of the Company, if any, the Company shall have no obligation to the Executive in the case of any such termination except as set forth in this Section 4(g). Payment of any severance and the Executive's entitlement to any vesting acceleration are conditioned upon (A) the Executive signing a separation agreement prepared by the Company which includes a general release of claims and (B) the Executive's compliance with the restrictive covenants set forth in the Non-Compete, Non-Solicitation and Confidentiality Agreement between the Executive and GSL, effective as of April 5, 2006, attached hereto as Appendix C (the "Non-Compete, Non-Solicitation and Confidentiality Agreement"). For the sake of clarity, (i) the severance payment provided for herein shall be in lieu of any amount to which the Executive would be entitled under the Company's severance policy, if any, in effect at the time of the termination and (ii) termination of employment by reason of death or disability is not a termination by the Company for a reason other than Cause and in such case the Company shall have no obligations to Executive under such circumstances other than the obligation to pay accrued and unpaid salary. In the event the Executive becomes entitled to any payments if employment of severance and the Executive is terminated a "specified employee" within the meaning of Section 409A(a)(2)(B)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), the payment of such severance shall be delayed in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything such section to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of extent necessary or appropriate to avoid adverse tax consequences under Section 6 of this Agreement, the Bank agrees that payment 409A of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffCode.

Severance. (a) If Officerthe Company terminates Employee’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (aCompany without Cause in accordance with Section 6(c) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event expiration of the OfficerInitial Term, the Company shall pay Employee a severance payment an amount equal to one month of Employee’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments Base Salary as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the OfficerEmployee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) the Employee’s employment and including any dependents being covered by Base Salary in effect on date of such CC Termination (or, if greater, the Officer highest Base Salary in effect during the three year period ending on the date of his termination who remain eligible for medical benefits under such CC Termination), and (ii) the terms of the BankEmployee’s medical plan. To the extent such benefits cannot Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be provided under made in a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost lump sum within sixty (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (3060) days following after the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if Employee’s employment is terminated in accordance with the provisions of giving rise to such Severance Payment pursuant to Section 5.2(a7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 5.37(d) and such release becomes effective and irrevocable. Notwithstanding anything If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the contrary herein, Employee’s executing and delivering the general release of claims in the event that Officer accepts employment during form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance pay period, as outlined above, Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with an entity such that the employment by that entity is not Sections 8-11 of this Agreement. If Employee breaches any of his obligations in violation of Section 6 Sections 8-11 of this Agreement, he will immediately return to the Bank agrees that payment Company any portion of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffPayment that has been paid to him pursuant to Section 7.

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) Subject to Section 21 hereof, if (i) the Company terminates the employment of the Executive prior to January 2, 2009 against his will and without Cause, or (ii) the Executive terminates his employment prior to January 2, 2009 for Good Reason, then (A) Executive shall be entitled to receive base salary, incentive cash compensation (determined on a pro-rated basis as to the year in which the Termination Date occurs), pay for accrued but unused vacation time, and reimbursement for expenses pursuant to Officer Section 13 hereof through the Termination Date plus a total Severance payment lump sum equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event months of the Officer’s death during Executive's specified base salary hereunder at the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits rate in effect on the date Termination Date, and (B) notwithstanding the vesting and exercisability provisions otherwise applicable to Outstanding Options or the New Options and the restrictions applicable to Outstanding Restricted Shares or the New Restricted Shares, all of such options shall be fully vested and exercisable upon such termination and shall remain exercisable for the remainder of their terms, as specified in the option grant agreements, and all of such restricted shares shall thereon become immediately and fully vested. Except to the extent that more time is required to determine any of the Officer’s employment and including any dependents being covered by incentive compensation amounts, the Officer on Company shall pay the cash amounts provided for in this Section within thirty (30) days after the six (6) month anniversary of the date of his such termination who remain eligible for medical benefits under (but no later than the terms end of the Bank’s medical plancalendar year in which such six (6) month anniversary occurs). To Notwithstanding the extent such benefits canforegoing, the Company shall not be provided under a plan because Officer is no longer an employee required to pay any severance pay for any period following the Termination Date if the Executive shall have materially violated the provisions of the Bank Section 18, 19, or it 20 of this Agreement and such violation is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer cured within thirty (30) days following receipt of written notice from the Company containing a description of the violation and a demand for immediate cure. (b) Subject to Section 21 hereof, if (A) the Executive voluntarily terminates his employment prior to January 2, 2009 other than for Good Reason or (B) the Executive's employment is terminated by the Company prior to January 2, 2009 for Cause, then the Executive shall be entitled to receive salary, pay for accrued but unused vacation time, and reimbursement of expenses pursuant to Section 13 hereof through the Termination Date only; vesting of Outstanding Options, the New Options, Outstanding Restricted Shares and the New Restricted Shares shall cease on such Termination Date; any then un-vested Outstanding Options or New Options shall terminate (with the then-vested Outstanding Options and New Options vested and exerciseable for the remainder of their terms in accordance with the grant agreements); and this occurrence shall be a triggering event for purposes of the Forfeiture/Repurchase Right as provided in Section 7(b)(i), above. The Company shall pay the cash amounts provided for in this Section within thirty (30) days after the six (6) month anniversary of the date of termination, on a date determined by such termination (but no later than the Bankend of the calendar year in which such six (6) month anniversary occurs); provided, however, that Officer pay for accrued but unused vacation time shall be paid as soon as practicable following such termination, and that to the extent that Section 409A of the Internal Revenue Code of 1986 and any guidance or regulations issued thereunder, as amended, do not require the effectuation of the six (6) month delay described above with respect to any other cash amounts provided for in this Section, the Company shall pay such cash amounts within thirty (30) days after the date of such termination (but no later than the end of the calendar year in which such termination occurs). (c) Subject to Section 21 hereof, if the Executive's employment is terminated prior to January 2, 2009 due to death or Disability, the Executive (or his estate or legal representative as the case may be) shall be entitled to receive (i) salary, reimbursement of expenses pursuant to Section 13 hereof, and pay for any unused vacation time accrued through the Termination Date; (ii) a pro-rated amount of incentive cash compensation for the fiscal year in which the Termination Date occurs; and (iii) a lump sum equal to base salary at the rate in effect on the date of such payments if employment is terminated termination for the lesser of (a) twelve (12) months and (b) the remaining term of this Agreement at the time of such termination. In such case, vesting of the Outstanding Options, New Options, Outstanding Restricted Shares and New Restricted Shares shall cease on such Termination Date, and any then un-vested Outstanding Options and New Options shall terminate (with the then-vested Outstanding Options and New Options vested and exerciseable for the remainder of their terms in accordance with the grant agreements); and this occurrence shall be a triggering event for purposes of the Forfeiture/Repurchase Right as provided in Section 7(b)(i), above. Except to the extent that more time is required to determine any of the incentive compensation amounts, the Company shall pay the cash amounts provided for in this Section on the thirtieth (30th) day following the Executive's death, or if termination is due to Disability, within thirty (30) days after the six (6) month anniversary of the date of such termination (but no later than the end of the calendar year in which such six (6) month anniversary occurs); provided, however, that to the extent that Section 409A of the Internal Revenue Code of 1986 and any guidance or regulations issued thereunder, as amended, do not require the effectuation of the six (6) month delay described above with respect to any cash amounts provided for in this Section upon termination due to Disability, the Company shall pay such cash amounts within thirty (30) days after the date of such termination (but no later than the end of the calendar year in which such termination occurs). (d) In addition to the provisions of Section 5.2(a) 12(a), 12(b), or Section 5.3. Notwithstanding anything 12(c), hereof, as the case may be, to the contrary hereinextent COBRA shall be applicable or as provided by law, the Executive shall be entitled to continuation of group health plan benefits for the periods provided by law following the Termination Date if the Executive makes the appropriate election and payments; provided, further, that if the Executive is entitled to severance under Section 12(a) hereof, and the Executive elects COBRA coverage under a group health plan maintained by the Company, the Company shall continue to contribute towards the cost of such coverage for the Executive and his dependents for the six (6) month period following his Termination Date, at the same rate which was in effect upon the event that Officer accepts employment during date of such termination of employment. (e) Subject to Section 21 hereof, the Severance pay periodExecutive acknowledges that, as outlined aboveupon termination of his employment, with an entity such that the employment by that entity he is not entitled to no other compensation, severance or other benefits other than those specifically set forth or referred to in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff.

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay In the event of the termination of the Executive's employment hereunder other than for Cause (as such term is hereinafter defined), the Executive shall be entitled to Officer a total Severance severance payment in an amount equal only to 2.99 years base salary the highest Annual Base Compensation of the Executive received at any time during the period of his employment (which Annual Base Compensation shall not include any amount for any bonus), and the Executive shall continue to receive, at the highest rate Company's expense, the automobile allowance and medical insurance benefits referred to above for a period of one year following such termination. The severance payment shall be payable in effect accordance with the Company's customary payroll policy during the twelve (12) month one-year period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Planfollowing such termination. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on In addition, upon the same schedule termination of the Executive's employment hereunder other than for Cause, the Company shall retain the Executive as he was paid immediately prior a consultant to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the Company for a one-year period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect commencing on the date of termination of the Officer’s employment such termination. The Executive agrees to accept such retention and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due consulting services to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal Company with respect to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bankfinancial matters; provided, however, that Officer the Executive shall not be entitled required to devote more than ten (10) hours in any calendar quarter to such payments if employment is terminated services. For such consulting services, the Company shall pay to the Executive compensation at the rate of $2,500 per annum. All stock options theretofore vested but not yet exercised will expire thirty (30) days after the termination of such consultancy in accordance with the provisions terms of Section 5.2(athe Company's 1998 Stock Option Plan. (c) or Section 5.3. Notwithstanding anything to the contrary herein, in In the event that Officer accepts of the termination of the Executive's employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreementhereunder for Cause, the Bank agrees that payment Employee shall be entitled only to receive any accrued but unpaid base compensation hereunder through the date of such termination, and all other benefits hereunder shall be terminated as of the Salary and health and medical benefits shall continue for the Severance pay period with no right date of setoffsuch termination.

Severance. If Officer’s employment with the Bank at any time Employee is terminated by the Bank Corporation without Cause (as defined below), or Employee terminates his employment for Good Reason (as defined below), and Employee executes, returns and does not rescind, and all rescission periods have expired, by the 60th day after termination of Employee’s employment, a release of claims agreement in a form supplied by the Corporation, then the Corporation will: (i) pay Employee the Severance Amount (as defined below) at the times and in the manner described below; (ii) pay Employee, at the same time and in the same manner as provided under the Corporation’s cash bonus plan, a pro rata portion of any performance bonus for which the performance period has not expired prior to his termination of employment, with such pro rata portion based on that portion of the performance period during which the Employee was employed; and (iii) continue to pay the Corporation’s ordinary share of premiums for eighteen (18) calendar months for Employee’s COBRA continuation coverage in the Corporation’s group medical, dental, and life insurance plans (as applicable), provided Employee timely elects such continuation coverage and timely pays Employee’s share of such premiums, if any. Notwithstanding the foregoing, if the Corporation determines, in its successors during sole discretion, that the term Without Causepayment of the Corporation’s share of the COBRA premiums would result in a violation of the nondiscrimination rules of Code Section 105(h)(2) or any statute or regulation of similar effect (including, but not limited to, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the 2010 Patient Protection and Affordable Care Act, as amendedamended by the 2010 Health Care and Education Reconciliation Act), then, in lieu of paying such COBRA premiums, the Corporation may, in its sole discretion, elect to pay Employee, on the first day of each month, a dollar amount fully taxable cash payment equal to the after-Corporation’s share of the COBRA premiums for that month, subject to applicable tax withholdings. Employee may, but is not obligated to, use such payment toward the cost of COBRA premiums. Each of the payments described in clauses (estimated in good faith by the Banki), (ii) of obtaining such benefits, or substantially similar benefits, shall be paid and (iii) above is subject to the Officer within thirty (30) days following application of Code Section 409A as set forth in Section 11.4 below and subject to the date condition that Employee, at the time of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment payment, is terminated in accordance compliance with the provisions terms of Section 5.2(a) or Section 5.3. Notwithstanding anything the release of claims agreement referred to the contrary herein, in the event that Officer accepts employment during the Severance pay periodpreceding sentence and with Sections 12, as outlined above13, with an entity such that the employment by that entity is not in violation of Section 6 14, 15 and 16 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoff.

Severance. If Officerthe Company shall terminate the Executive’s employment without “cause” pursuant to Section 4(d) above during the Term or the Executive terminates his employment under Section 4(c) due to a material change in status during the Term, then, upon the Executive’s execution of the Release attached hereto as Exhibit A (or in a substantially similar form as the Company deems necessary in order to comply with then applicable law), the Executive shall be entitled to continue to receive, as severance payments (such severance payments being the Executive’s sole entitlement upon any such termination), (i) his then Base Salary for one (1) year immediately following such termination, payable in regular installments consistent with its payroll practices in effect from time to time, and (ii) to the extent he is then a participant in the Company’s health insurance plan and eligible for benefits under plan terms, to continued health insurance coverage for one (1) year immediately following such termination at then existing employee contribution rates, which the Executive shall pay (such continued coverage to run concurrently with any continued coverage obligation under the federal law known as COBRA or any state equivalent). Subject only to the Executive’s delivery of an executed and effective Release, the Company’s obligation under this Section 4(f) shall be absolute and unconditional, and the Executive shall be entitled to such severance benefits regardless of the amount of compensation and benefits the Executive may earn or be entitled to with respect to any other employment he may obtain during the period for which severance payments are payable. If the Executive’s employment with the Bank Company is terminated by pursuant to Sections 4(a) or 4(b) above, if the Bank or its successors during Company terminates the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding OfficerExecutive’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer with “cause” pursuant to Section 5.4 in installments on 4(d) above, if the same schedule as he was paid immediately prior Executive terminates his employment pursuant to Section 4(e) above, or if the date of termination, each installment to be Executive’s employment is terminated for any reason following the same amount he would have been paid under this Agreement if he had not been terminated. In the event expiration of the Officer’s death during Term, then the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer Executive shall not be entitled to any further payments under this Agreement, including Base Salary, Bonus, Employee Benefits, or severance, except as otherwise required by applicable law, including the payment of any amounts owed to the Executive and any obligation that the Company may have to offer the Executive continued benefit plan participation. To the extent that any amount payable under this Agreement constitutes an amount payable under a “nonqualified deferred compensation plan” (as defined in Section 409A of the Internal Revenue Code (hereinafter, “Section 409A”)) following a “separation from service” (as defined in Section 409A), including any amount payable under this Section 4, then, notwithstanding any other provision in this Agreement to the contrary, such payments payment will not be made to the Executive until the day after the date that is six months following his “separation from service,” but only if employment he is terminated then deemed by the Company, in accordance with any relevant procedures that it may establish, to be a “specified employee” under Code Section 409A at the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is time he “separates from service.” This paragraph will not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffbe applicable after Executive’s death.

Severance. If Officer’s In the event that, during the Term and at least six months after the Effective Date, (a) your employment with the Bank is terminated by the Bank Company without Cause or its successors during the term Without Cause(b) you voluntarily terminate your employment for Good Reason, the Bank or its successors shall: Company shall (ai) pay to Officer a total Severance payment you an amount equal to 2.99 years base salary one times the sum of your then Annual Base Salary and target annual bonus, less all applicable withholding and other applicable taxes and deductions (“Severance Amount”), and (ii) provide you continued health care coverage at the highest rate in effect during Company’s cost pursuant to the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) if you elect COBRA coverage until the earlier of when you are no longer eligible for COBRA coverage or twelve (12) month period immediately preceding Officer’s last day months following your date of employment plus termination (the average cash award paid “COBRA Benefits”); provided that (x) you execute and deliver to Officer over the last three preceding years from Company, and do not revoke, a release of all claims against the Executive Incentive Plan. Company substantially in the form attached hereto as Exhibit A (b“Release”) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule and (y) you have not materially breached as he was paid immediately prior to of the date of termination, each installment to be the same amount he would have been paid under such termination any provisions of this Agreement if he had and do not been terminated. In the event of the Officer’s death materially breach such provisions at any time during the period of time while he is receiving Severance, OfficerRelevant Period (as defined below). The Company’s estate will be paid the remaining component of Severance obligation to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance make such payment shall be made hereunder until after cancelled upon the commencement occurrence of the next calendar year. (c) provide Officer at no chargeany such material breach and, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide event such benefits due payment has already been made, you shall repay to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining Company such benefits, or substantially similar benefits, shall be paid to the Officer payment within thirty (30) 30 days following the date of termination, on a date determined by the Bankafter demand therefor; provided, however, that Officer such repayment shall not be entitled required if the Company shall have materially breached this Agreement prior to any the time of your breach. The Severance Amount shall be paid in cash in a single lump sum on the later of (1) the first day of the month following the month in which such payments termination occurs and (2) the date the Revocation Period (as defined in the Release) has expired and the COBRA Benefits will be provided on a monthly basis. Notwithstanding anything in this paragraph to the contrary, if a Release is not executed and delivered to the Company within 60 days of such termination of employment (or if such Release is terminated revoked in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary hereinits terms), in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that Amount shall not be paid and the employment by that entity is COBRA Benefits shall not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffbe made available to you.

Severance. If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) Upon the termination of Executive's employment hereunder, which termination is initiated either (i) by Employer other than for Cause, (ii) by Employer upon Employer's election not to renew Executive's employment pursuant to Section 1.1 or (iii) by Executive during the Covered Period by reason of a Change of Duties, (i) Employer shall continue to pay Executive's Base Salary to Executive for the balance of the stated Employment Term on such dates as Executive's salary otherwise would have been paid had such termination not occurred, and (ii) if bonuses are paid with respect to any year within such Employment Term to Employer's executive officers generally pursuant to a plan in which Executive participated, Employer shall pay to Officer a total Severance payment Executive an amount equal to 2.99 years base salary at the highest rate in effect during bonus to which Executive would have been entitled if he had been employed by Employer hereunder on the twelve (12) month period immediately preceding Officer’s last day of employment plus such year, prorated for the average cash award number of actual days during such year Executive was employed by Employer. The aggregate amount paid under clauses (i) and (ii) of the preceding sentence is referred to Officer over herein as the last three preceding years from "Severance Amount." The Severance Amount shall be paid as severance and only upon execution by Executive of Employer's standard form of Severance Agreement and Release. Payment of the Severance Amount shall be in lieu of all other claims, damages or liabilities Executive Incentive Plan.might otherwise assert against Employer, including, without limitation, those for breach of this Agreement by Employer. All capitalized terms used in this Section 3.2 shall have the meanings set forth on Exhibit A. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on It is the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event intention of the Officer’s death during parties that any payment of the period of time while he is receiving Severance, Officer’s estate will be paid Severance Amount shall not constitute "excess parachute payments" within the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision meaning of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement 280G of the next calendar year. (c) provide Officer at no chargeInternal Revenue Code of 1986, during as amended, and any regulations thereunder. If the period that Officer is receiving Severance payments independent accountants acting as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect auditors for Employer on the date of termination a Change of the Officer’s employment and including Control (or another accounting firm designated by them) determine that any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for Severance Amount may constitute "excess parachute payments," the Severance pay period with no right of setoff.payments may be reduced to the maximum amount which may be paid without the payments being "excess

Severance. If Officer’s (a) Termination by the Executive for Good Reason; Termination by the Company Other Than for Cause, Death or Disability, in Either Case Other Than in Connection With a Change in Control. If, during the Employment Term, the Executive terminates his employment with the Bank Company for Good Reason or the Executive's employment is terminated by the Bank or its successors during the term Without Company without Cause, and such termination by the Bank Company, or its successors shall: events constituting Good Reason, do not occur in anticipation of or within one year after a Change in Control, the Company shall have no liability or further obligation to the Executive except as follows: the Executive shall be entitled to receive (ai) pay within thirty (30) days of such termination of employment, any earned but unpaid Base Salary and any accrued car allowance and expense reimbursement entitlements for the period prior to Officer a total Severance payment termination and any declared but unpaid bonuses for prior periods which have ended at the time of such termination ("Entitlements"), (ii) any rights to which he is entitled in accordance with plan provisions under any employee benefit plan, fringe benefit or incentive plan ("Benefit Rights"), and (iii) severance compensation equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day months of employment the Base Salary plus 75% of the average cash award amount of the Executive's most recently declared and paid to Officer over the last three preceding years from the Executive Incentive Plan. annual bonus compensation, payable in a lump sum within thirty (b30) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to days of the date of terminationtermination of employment (the "Severance Pay"). Additionally, each installment medical, dental, disability and life insurance then provided to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event senior executives of the Officer’s death during Company shall be continued following the date of termination for a period of time while he is receiving Severancetwelve (12) months, Officer’s estate will or at the discretion of the Company, a cash payment shall be paid the remaining component made in lieu of Severance to which the Officer is entitled such benefits. Further, under the terms of this Agreement. In the event Officer breaches Incentive Plan, any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and unvested options awarded to the extent not yet paid, Executive under the Incentive Plan shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on fully vest upon the date of termination of the Officer’s Executive. Notwithstanding the foregoing, the continuation period for group health benefits under Section 4980B of the Code by reason of the Executive's termination of employment and including any dependents being covered by with the Officer on the Company shall be measured from his actual date of his termination who remain eligible for medical benefits of employment. As a condition of receiving the Severance Pay under this Section 7(a), the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under Executive agrees to execute a plan because Officer is no longer an employee of the Bank or it is not release substantially in the Bank’s best interests to provide such benefits due form of Exhibit C releasing the Company and its Affiliates from any and all obligations and liabilities to the applicable nondiscrimination requirements set forth Executive arising from or in Section 1001 connection with the Executive's employment or termination of employment with the Patient Protection Company and Affordable Care Actits Affiliates and any disagreements with respect to such employment, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining except that such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer release shall not be entitled release the Company from its obligations to any such payments if pay the Executive the Entitlements, the Benefit Rights and the Severance Pay provided for in this Section 7(a). If the Executive's employment is terminated as provided in accordance with the provisions of this Section 5.2(a7(a) or Section 5.3. Notwithstanding anything prior to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation first declaration and payment of Section 6 of bonus compensation under this Agreement, the Bank agrees that payment annual bonus amount used for determining Severance Pay shall be deemed to be $187,500 (which amount shall not be multiplied by 75% in the Severance Pay calculation). The deemed bonus compensation referenced in the preceding sentence is not intended to be indicative of the Salary and health and medical benefits shall continue for appropriateness of the Severance pay period with no right amount of setoffbonus compensation as may be determined from time to time by the Compensation Committee.

Severance. If Officerthe Executive’s employment with the Bank is terminated by Company terminates pursuant to Subsection (v) or (vi) of Section 5(a) hereof, or if the Bank or its successors during Company shall give the term Without CauseExecutive notice of non-renewal of the Employment Term and the Executive shall elect to terminate his employment at the conclusion of the Employment Term (in each case, a “Qualifying Termination”), the Bank or its successors shall: Executive shall be entitled to receive: (ai) the Accrued Compensation; (ii) severance pay to Officer a total Severance payment equal to 2.99 years base salary two (2) times the sum of the Executive’s Base Salary and Target Bonus Amount at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of Termination Date, to be paid in 24 monthly installments following the Termination Date (the “Regular Severance Payment”) (provided, that (x) if such termination occurs within a two (2) year period following a change in control, then such severance pay shall instead be equal to three (3) times the sum of the OfficerExecutive’s employment Base Salary and including any dependents being covered by Target Bonus Amount at the Officer rate in effect on the date Termination Date (the “Enhanced Severance Payment”), and (y) if such termination occurs prior to a change in control and a change in control occurs within six months after the Termination Date (or a definitive agreement is executed providing for a change in control within six months after the Termination Date and such change of his termination who remain eligible for medical benefits under the terms control is ultimately consummated), then an additional amount of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount severance pay equal to the after-tax cost (estimated in good faith by excess of the Bank) of obtaining such benefits, or substantially similar benefits, Enhanced Severance Payment over the Regular Severance Payment shall be paid in equal installments over the remaining installment dates applicable to the Officer within thirty Regular Severance Payment); (30iii) days the Pro Rata Bonus; (iv) if the Signing Bonus and/or Retention Bonus has not been paid on or prior to the Termination Date, the Signing Bonus and/or Retention Bonus, as applicable; and (v) for a period of 18 months following the date of terminationTermination Date, on a date determined by continued medical coverage at the Bank; provided, however, same premium rate that Officer shall not be entitled active senior executives pay for such coverage. Subject to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a6(c) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreementhereof, the Bank agrees that payment first of the Salary installments contemplated by clause (ii), the Pro Rata Bonus, the Signing Bonus, and health and medical benefits the Retention Bonus shall continue for be paid on the Severance pay period with no right of setoff30th day following the Termination Date.

Severance. (a) If Officer’s employment with the Bank Employment Period is terminated by the Bank Company without Cause, Executive shall be entitled to receive an amount equal to his Base Salary at the times set forth in this Agreement for the remainder of the Term (for purposes of this Section 5(a), the "Severance Period"), so long as Executive has ---------------- not breached and does not breach the provisions of any of paragraphs 6, 7, 8, 9, 10 or its successors 12 below during the term Without Cause, time period set forth therein or in the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Planagreement referenced thereby. (b) pay any Severance due Officer pursuant If the Employment Period is terminated as a result of Executive's Disability, Executive and/or his estate or beneficiaries, as the case may be, shall be entitled to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled receive benefits under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments Company's employee benefit programs as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of such termination to the extent permitted thereunder and, in addition, shall be entitled to receive (i) an amount equal to Executive's Base Salary at the times set forth in this Agreement for the one- year period after the termination of the Officer’s Employment Period and (ii) the amount of any Annual Bonus otherwise payable to Executive pursuant to paragraph 3(b) above for the fiscal year in which Executive's employment and including is terminated, except that the amount of any dependents being covered such Annual Bonus otherwise payable pursuant to this paragraph 5(b) shall be pro rated on the basis of the number of days during such fiscal year that Executive was employed by the Officer Company. (c) If the Employment Period is terminated as a result of Executive's death, Executive and/or his estate or beneficiaries, as the case may be, shall be entitled to receive benefits under the Company's employee benefit programs as in effect on the date of his such termination who remain eligible to the extent permitted thereunder and, in addition, shall be entitled to receive the amount of any Annual Bonus otherwise payable to Executive pursuant to paragraph 3(b) above for medical benefits under the terms fiscal year in which Executive's employment is terminated, except that the amount of any such Annual Bonus Otherwise payable pursuant to this paragraph 5(b) shall be pro rated on the basis of the Bank’s medical plan. To number of days during such fiscal year that Executive was employed by the extent such benefits cannot Company. (d) If the Employment Period is terminated by the Company for Cause or if Executive resigns for any reason, Executive shall be entitled to receive his Base Salary through the date of termination and the Company shall have no further liability whatsoever to Executive. (e) Except as otherwise expressly provided herein or as expressly required under a plan because Officer is no longer an employee Section 4980B of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 Internal Revenue Code of the Patient Protection and Affordable Care Act1986, as amended, a dollar amount equal all of Executive's rights to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, fringe benefits and bonuses hereunder shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment cease upon termination of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffEmployment Period.

Severance. If Officer’s employment with In the Bank event that Employee is terminated by the Bank or its successors during the term Without Causesubject to a Change in Control Involuntary Termination, the Bank or its successors shall: Employee shall be entitled to receive severance benefits as follows: (aA) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the severance payments for [twelve (12) month period immediately preceding Officer’s last day (if Employee is not the CEO)] [twenty-four (24) (if Employee is the CEO)] months after the effective date of employment plus the average cash award paid termination (for purposes of this Section 2(a)(ii), the “Severance Period”) equal to Officer over the last three preceding years from higher of (1) the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he base salary which Employee was paid receiving immediately prior to the date of terminationChange in Control or (2) the base salary which Employee was receiving immediately prior to the Change in Control Involuntary Termination, each installment which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices; (B) a lump sum payment equal to be [two (2) times (if Employee is the same amount he would have been paid under this Agreement if he had not been terminated. In CEO)] Employee’s Target Annual Bonus; and (C) payment by the event Company of the Officer’s death during full cost of the period of time while he is receiving Severance, Officer’s estate will be paid health insurance benefits provided to Employee immediately prior to the remaining component of Severance Change in Control pursuant to which the Officer is entitled under the terms of this Agreementthe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. In the event Officer breaches any provision The payments to be provided under clauses (a)(i) and (a)(ii) shall be paid or commence to be paid within sixty (60) days of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if OfficerEmployee’s termination of employment occurs less than 21 days prior (subject to Employee’s release of claims against the end of any Company as set forth in Section 1(a)); provided that if the sixty (60) day period commences in one calendar year and ends in a second calendar year, no Severance such payment shall be made hereunder until after or commence to be made in the commencement of the next second calendar year. (c) provide Officer at no charge. Notwithstanding the foregoing, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to provide such benefits due Employee could cause the Company to the applicable nondiscrimination requirements set forth in Section 1001 become subject to excise tax as a result of the Patient Protection and Affordable Care Act, as amendedamended by the Health Care and Education Reconciliation Act of 2010 (the “Healthcare Reform Act”), the Company shall pay Employee a dollar monthly amount in cash equal to the after-tax cost (estimated in good faith by amount of the BankCOBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on Employee’s termination of employment and up to three (3) months of outplacement services (with a date determined provider and in a program selected by the Bank; providedCompany, however, that Officer shall not be entitled provided Employee commences such services within ninety (90) days of such services being offered to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffEmployee).

Severance. If OfficerIn the event Employee’s employment by the Company is terminated by Employee with Good Reason, in connection with or within 12 months following the Bank consummation of a Change in Control (as defined in the Amended and Restated Oakley, Inc. Officer Severance Plan, effective June 3, 2004 (“Severance Plan”)), and such termination occurs prior to the certification of the Performance Goals by the Administrator, the target Performance Units granted hereunder shall become immediately vested. If such termination occurs following certification of the Performance Goals by the Administrator, any remaining shares subject to vesting pursuant to Section 1.3 shall become immediately vested. In the event Employee’s employment by the Company is terminated by the Bank or its successors during the term Without Company other than for Cause, death or Disability (Employee’s incapacity due to physical or mental illness), and such termination occurs prior to the Bank or its successors shall: (a) pay certification of the Performance Goals by the Administrator, the target Performance Units granted hereunder shall be treated in the manner set forth for shares of deferred stock in the Severance Plan, as amended from time to Officer a total Severance payment equal time. If such termination occurs following certification of the Performance Goals by the Administrator, any remaining shares subject to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer vesting pursuant to Section 5.4 1.3 shall be treated in installments on the same schedule manner set forth for shares of deferred stock in the Severance Plan, as he was paid immediately prior amended from time to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminatedtime. 1.4.1. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 For purposes of this Agreement, Officer“Cause” shall mean (1) the willful and continued failure by Employee to substantially perform his duties with the Company (other than by reason of the Employee’s entitlement physical or mental incapacity) after written notice of such failure is given to any Severance and benefitsEmployee by the Company), if and (2) the willful engaging by Employee in misconduct with regard to the extent Company or in the performance of his duties (including, but not yet paid, shall thereupon immediately cease limited to a material violation of any material policies or procedures of the Company) that is demonstrably and terminate. Notwithstanding anything materially injurious to the contrary contained hereinCompany, if Officermonetarily or otherwise, (3) Employee’s termination conviction of, or entry of employment occurs less than 21 days prior to a plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude, (4) the end commission by Employee of any calendar yearact of theft, no Severance payment shall be made hereunder until embezzlement or fraud in connection with his employment with the Company, (5) Employee’s material breach of any of the material terms of this Agreement or any other material agreement that he now has or later has with the Company and/or any of its subsidiaries or affiliates, which breach is not cured within 15 days after the commencement giving of written notice thereof or is not capable of cure, and (6) Employee’s knowing appropriation (or attempted appropriation) of a material business opportunity of the next calendar year. (c) provide Officer at no chargeCompany, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable including attempting to secure or securing from anyone other than the health and medical benefits Company any personal profit without the Company’s consent in effect connection with any transaction entered into on the date of termination behalf of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffCompany.

Severance. (a) If Officer’s your employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: Rimage without Cause (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect other than during the twelve (12) month period immediately preceding Officerfollowing a Change in Control), subject to the condition stated in Section 1(c), Rimage will: (i) continue to pay your base salary in accordance with ▇▇▇▇▇▇’s last day regular payroll practices for a period of employment plus twelve (12) months thereafter, or until you have secured other employment, whichever occurs first, subject to applicable tax withholding; (ii) pay you an amount equal to the average cash award paid of the annual bonus amounts you received with respect to Officer the three complete calendar years prior to the date of your termination, such bonus payment, subject to applicable tax withholding, to be made in equal installments consistent with Rimage’s regular payroll practices over the last three preceding years a period of twelve (12) months from the Executive Incentive Plandate of your termination, provided such installments shall cease at such time as you have secured other employment; and (iii) if you are eligible for and elect COBRA or state continuation of the Rimage health, dental and group life insurance benefits, Rimage shall pay the portion of such COBRA premium that it pays for active employees until the earlier of: (A) twelve (12) months from the date COBRA coverage begins; or (B) the date COBRA coverage otherwise terminates. You shall pay the remaining portion of the premiums for such benefits during such period and, if applicable, the full premium thereafter. (b) pay any Severance due Officer pursuant If you resign (other than for Good Reason during the twelve (12) month period following a Change in Control), if Rimage terminates your employment for Cause or if your employment terminates as a result of your death or disability, you shall be entitled to Section 5.4 in installments on the same schedule receive your base salary accrued but unpaid as he was paid immediately prior to of the date of termination, each installment but shall not be entitled to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches receive any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar yearsalary continuation benefit thereafter. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date In case of termination without Cause, you shall be entitled to receive the amounts due you under Section 1(a) only upon your execution and delivery to Rimage of the Officer’s employment a general release with respect to any and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under all claims against Rimage and its officers, directors, employees, agents and shareholders, acceptable in form and substance to Rimage in all respects, and provided you continue to comply with the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection Nondisclosure and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated in accordance Noncompetition Agreement with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement, the Bank agrees that payment of the Salary and health and medical benefits shall continue for the Severance pay period with no right of setoffRimage.

Severance. If Officer(i) In the event of any termination of the Executive’s employment for any reason, the Executive (or her estate) shall be entitled to (A) her Base Salary through the date of termination, (B) the value of her accrued but unused vacation and paid time off through the date of termination, (C) except in the case of termination for Cause, any bonus earned in a prior year but not yet paid on the date of termination, (D) reimbursement of all business expenses properly incurred prior to the date of termination consistent with Company policy, and (E) any benefits, including any continuation or conversion rights, provided under any employee benefit plan or policy of the Company (not including any severance, separation pay, or supplemental unemployment benefit plan), in accordance with the Bank terms of such plan or policy (the “Accrued Benefits”). (ii) In the event of termination of the Executive’s employment by reason of death, the Company shall pay or provide to the Executive’s estate: (A) the Accrued Benefits, (B) the Executive’s Base Salary, in accordance with its normal payroll practices (but not less frequently than monthly), for a period of six (6) months from the effective date of such termination, (C) an amount equal to the Executive’s Target Bonus for the fiscal year of termination pro-rated through the date of termination (determined based on the number of days that the Executive is terminated employed by the Bank Company in such year) and paid promptly following such termination, and (D) continued health benefits for the Executive’s eligible dependents at the Company’s expense (or its successors during such portion thereof as is then funded by the term Without Cause, Company for other employees of the Bank or its successors shall:Company) for the period described above in clause (B). (aiii) pay In the event of a termination by the Company pursuant to Officer a total Severance payment equal to 2.99 years base salary at Section 10(a)(iii), or if the highest rate in effect Executive terminates this Agreement during the twelve (12) month period immediately preceding Officer’s last day months after a Change of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer Control pursuant to Section 5.4 10(a)(v), the Company shall (A) pay or provide to the Executive the Accrued Benefits, (B) pay the Executive a pro-rata annual bonus in installments respect of the fiscal year in which the effective date of termination occurs (determined based on actual performance and the number of days the Executive is employed by the Company in such fiscal year), with such annual bonus (if any) paid at the same schedule time it would have otherwise been paid absent the Executive’s termination of employment, (C) continue to pay the Executive her Base Salary, in accordance with its normal payroll practices (but not less frequently than monthly), and shall continue the Executive’s, and her eligible dependents’, health insurance benefits at the Company’s expense (or such portion thereof as he was paid immediately prior to is then funded by the Company for other employees of the Company) for a period of six (6) months from the effective date of such termination, and (D) provide the Executive, at the Company’s expense, with senior executive level outplacement services for a period of six (6) months from the date of termination, each installment to using a reputable provider selected by the Executive with the Company’s consent, which shall not be the same amount he would have been paid under this Agreement if he had unreasonably withheld, provided that such outplacement expenses shall not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches exceed $25,000 in any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar yearevent. (civ) provide Officer at no chargeExcept as expressly provided in this Section 10(b), during upon the period that Officer is receiving Severance termination of the Executive’s employment, all payments as hereunder shall cease. (v) The payments and benefits described in 5.4 Sections 10(b)(ii) and 10(b)(iii) are in lieu of, and not in addition to, any other severance arrangement maintained by the Company. The payments and benefits described in Sections 10(b)(ii) and 10(b)(iii), other than the Accrued Benefits, (athe “Severance Benefits”) are conditioned on clauses (A) and (bB) below: A. The Executive’s (or in the case of the Executive’s death, her estate’s) execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the sixtieth (60th) day following the effective date of her termination of employment, of a general release of claims against the Company and its affiliates substantially in the form attached hereto as Exhibit A (the “Release”). Subject to Section 11 below, the Severance Benefits will begin to be paid or provided ten (10) days after the Release becomes irrevocable (or with respect to any amount payment under Section 10(b)(iii)(B), with a continuation of medical benefits at terms no less favorable than such later time as specified therein); provided that if the health and medical benefits in effect on seventy (70) day period following the date of termination of begins in one taxable year and ends in a second taxable year, such payments or benefits shall not commence until the Officer’s employment and including second taxable year. The initial payment will include any dependents being covered by Severance Benefits that, but for the Officer on above-described timing rule, would have otherwise been paid since the date of his termination who remain eligible for medical benefits under the terms Executive’s cessation of employment. B. The Executive’s continued compliance with the provisions of Sections 5, 6, 7 and 8 of this Agreement. (vi) The Executive shall not be required to seek or accept other employment, or otherwise to mitigate damages, as a condition to receipt of the Bankbenefits described in Sections 10(b)(ii) and 10(b)(iii), and such benefits shall not be reduced or offset by an amounts received by the Executive from any other source, except to the extent provided in Section 10(b)(vii), below. (vii) Any continuation of health insurance under this Section 10(b) will be accomplished by the Company’s medical planwaiver or payment of the applicable premium for COBRA continuation coverage. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank Executive (or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Acther eligible dependents, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bankapplicable) of obtaining such benefitsare not eligible, or substantially similar benefitscease to be eligible, shall be paid to the Officer within thirty for COBRA continuation (30) days following the date for example, because of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated their enrollment in accordance with the provisions of Section 5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreementanother employer’s group health plan), the Bank agrees that payment of the Salary and Company’s obligation to continue group health and medical benefits shall continue for the Severance pay period with no right of setoffcoverage under this Section 10(b) will cease.