Common use of Termination Following a Change in Control Clause in Contracts

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, or (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, or (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth fifty-fifth (55th) day following the date of the Qualifying Termination an amount equal to two (2) times the sum of (i) one and one-half (1.5) times the Executive's ’s Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination)Control; (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination;; and (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

Termination Following a Change in Control. If, following at any time during the 90 day period preceding, or 24 month period following, a Change in Control, your employment with the Company is terminated without Cause or you resign for Good Reason, in addition to the Accrued Benefits, the Company will pay or provide you with the following: (i)(A) an aggregate dollar amount equal to the product of (x) 3.0 multiplied by (y) the sum of (I) your Annual Base Salary in effect immediately prior to your termination of employment or the occurrence of a Good Reason (whichever is higher) plus (II) the Target Bonus, payable as follows: (1) if the Change in Control that occurs during is also a “change in control event” for purposes of Code Section 409A, the Term amount in this clause (ii)(A) will be paid in a single lump sum within the Executive is terminated by 60-day period following the Company other than for Cause date your employment ends (as defined below) on or before if later, the second anniversary date of such Change in Control, ) or (ii2) if the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "“change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying ” for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur)purposes of Code Section 409A, the amount in this clause (i)(A) will be paid in equal installments over the 24 month period immediately following the date of termination of employment; (B) COBRA Continuation; (C) the Pro-Rata Bonus (collectively, “CIC Severance Payments”) and (ii)(A) with respect to any unvested equity-based incentive awards subject to time-based vesting, you will immediately become fully vested in, and all options shall immediately become exercisable or cash or shares will be immediately settled or distributed with respect to, all such awards, and (B) with respect to any unvested equity-based incentive awards subject to performance-based vesting, you will vest in, and options shall become exercisable, or cash or shares will be settled or distributed, assuming performance at target levels applicable to all such awards had been achieved (regardless of actual performance) (collectively, “CIC Equity Vesting”). The Company’s obligation to make CIC Severance Payments or provide the CIC Equity Vesting is conditioned upon your execution and delivery of the Release. To the extent any equity grant agreement or other agreement between the Company and you contains provisions accelerating the vesting of unvested equity awards upon a Change in Control (or similar term) or termination of your employment without Cause or a resignation for Good Reason that are more favorable to you than the CIC Equity Vesting, then the vesting provisions of such equity grant or other agreement will govern. The Company will commence payment (or reimbursement, to the extent required by Code Section 3(b)(i409A) above shall of the Severance Payments 60 days following the date of termination of your employment, provided that prior to such date, the Release has become effective in accordance with its terms. The first payment will include a catch-up payment covering the amount that would have otherwise been paid during the period between the date of your termination of employment and the first payment date but for the application of the preceding sentence, and the balance of the installments will be provided in the form of salary continuation, payable in accordance with the normal payroll practices schedule set forth herein. In the event of your death prior to payment in full of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRACIC Severance Payments, the Company shall permit pay your estate the Executive (and his dependents) remaining unpaid CIC Severance Payments. In no event shall you be obligated to continue to participate, at the Company’s expense, in the Company’s group health plan for a period seek other employment or take any other action by way of two (2) years after the date mitigation of the Qualifying Termination; (d) amounts payable to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive you under any employee benefit plan, program or policy of the Company through provisions of this Agreement, nor shall the date amount of the Qualifying Termination or any payment hereunder be reduced by any compensation earned by you as a result of the termination of the Executive’s employmentemployment by a subsequent employer, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) except to the limited extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is provided with respect to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)COBRA Continuation.

Termination Following a Change in Control. IfThe Company shall pay the Severance Benefit to Executive if, following the occurrence of a Change in Control that occurs during the Term Severance Period, (i) Executive's employment with the Executive Company is terminated by the Company other than for Cause Cause; (as defined belowii) on Executive’s employment is terminated due to permanent disability or before death; (iii) Executive terminates his employment with the second anniversary Company (which he shall be entitled to do) due to the: (a) failure to elect or reelect or otherwise maintain Executive in the office or the position, or a substantially equivalent office or position, of such or with the Company which Executive held immediately prior to a Change in Control, or (ii) the removal of Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary a Trust Manager of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the (or any successor thereto) if Executive within ten (10) days had been a Trust Manager of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect Company immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying TerminationControl; (b) material diminution in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company will pay which Executive held immediately prior to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to or a full year amount material reduction in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the CompanyExecutive's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination)base pay; (c) subject the determination by Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a material negative change in circumstances has occurred following a Change in Control, including without limitation, a material negative change in the scope of the business or other activities for which Executive was responsible immediately prior to the Change in Control, which has rendered Executive substantially unable to carry out, has materially hindered Executive’s election of continuation coverage under COBRA's performance of, the Company shall permit the or has caused Executive (and his dependents) to continue to participatesuffer a substantial material reduction in, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date any of the Qualifying Terminationauthorities, powers, functions, responsibilities, or duties attached to the position held by Executive immediately prior to the Change in Control; (d) to the extent not theretofore paid liquidation, dissolution, merger, consolidation or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy reorganization of the Company through or transfer of all or substantially all of its business and/or assets, unless the date successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of the Qualifying Termination Company's business and/or assets have been transferred (directly or as a result by operation of law) assumes all duties and obligations of the termination Company under this Agreement, so that it is reasonably likely that there will be no material breach of the Executive’s employment, such benefits to be paid Agreement by the Company or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; andits successor-in-interest; (e) the Company relocates its principal executive offices, or requires Executive to have Executive's principal location of work changed, to any location which is in excess of 25 miles from the location thereof immediately prior to the extent not theretofore already vestedChange in Control, one hundred percent or requires Executive to travel away from Executive's office in the course of discharging Executive's responsibilities or duties hereunder at least 20% more (100%in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of Executive in any of the three full years immediately prior to the Change in Control without, in either case, Executive’s then-outstanding and unvested Equity Awards 's prior written consent; and/or (as defined belowf) will become vested in full. If, however, an outstanding Equity Award is to vest and/or without limiting the amount generality or effect of the award foregoing, any material breach of this Agreement by the Company or any successor thereto. The Executive must give notice to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) Company of the amount existence of any of the Equity Award assuming foregoing conditions within ninety (90) days of the performance criteria had been achieved at target levels for initial existence of the relevant performance period(s)condition, and the Company shall have a period of not less than thirty (30) days to remedy the condition. Any Severance Benefit due under this Section 2 shall be due and payable within five business days after the occurrence of the event giving rise to the Company's obligation to pay the Severance Benefit.

Termination Following a Change in Control. If, If Executive’s employment by the Company ceases due to a termination by the Company without Cause or a resignation by Executive for Good Reason during the one (1) month period preceding a Change in Control through the end of the twelve (12) month period immediately following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, or (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base all unvested restricted stock, stock options and other equity incentives awarded to Executive by the Company that are subject only to time-based vesting will become immediately and automatically fully vested and exercisable (as applicable), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such awards that are subject only to time-based vesting that would otherwise terminate or be forfeited on the cessation of Executive’s employment will be delayed until the earlier of (A) the effective date of the Release (at which time acceleration will occur), or (B) the date ​ ​ that the Release can no longer become fully effective (at which time the unvested portion will terminate or be forfeited); (ii) in lieu of the salary amounts continuation described in Section 5.1.2, the Executive shall receive two (2) times his Base Salary, paid in a lump sum; (iii) in lieu of the bonus described in Section 5.1.3, the Executive shall receive two (2) times his Target Bonus payable in a lump sum; and (iv) the COBRA continuation period described in Section 5.1.6 will be twenty-four (24) months in lieu of eighteen (18) months (provided, however, that if such COBRA continuation period expires after eighteen (18) months under applicable law, the Company will instead pay to the Executive through a taxable lump sum payment equal to six (6) months of the date monthly COBRA premium then in effect). Any unvested restricted stock, stock options and other equity incentives awarded to Executive by the Company that are subject to performance-based vesting shall become vested, if at all, in accordance with the Plan and the applicable award agreement. Any benefits received under this Section 5.2 shall be governed by the terms and conditions described in Section 5.1 above, including without limitation the requirement that Executive timely execute and not revoke a Release and comply with the Restrictive Covenants. In the event of termination (determined based on the Executive’s annual rate termination of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately employment pursuant to this Section 5.2 and prior to the date of the Change in Control (x) payments under this Section 5.2 shall be reduced by any payments made previously under Section 5.1 hereof and (y) if necessary to comply with the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date provisions of Section 409A of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted Code certain severance payments shall continue to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change made in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)installments.

Termination Following a Change in Control. If, within 12 months following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, (x) Employer (or any successor to Employer) terminates Executive’s employment other than for Cause, or (y) Executive terminates employment for Good Reason, then, subject to Section 6(f) hereof and in lieu of any amounts under Section 6(a) hereof: (i) Bank (or its successor) shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Accrued Salary; (ii) Bank shall pay to Executive in a lump sum in cash the Executive terminates his employment for Good Reason Prorated Annual Bonus, payable at the same time that annual bonuses are paid to Peer Executives; (as defined belowiii) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: 12 hereof, Bank (aor its successor) the Company will shall pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) CIC Multiple times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuationSeverance Formula, payable in accordance with the normal payroll practices of the Company, with the first payment made a lump sum in cash on the Company's next regular payday for its executives 60th day following the expiration Date of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to such aggregate payment, the date of the Qualifying Termination“CIC Severance Amount”); (civ) subject if Executive elects to the continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s election of continuation coverage eligible dependents would be entitled under COBRA, then during the Company Health Benefits Continuation Period, Bank (or its successor) shall permit pay to Executive the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying TerminationHealth Coverage Benefit; (dv) to the extent not theretofore paid or provided, the Company Bank (or its successor) shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to timeOther Benefits; and (evi) unless the applicable award agreement expressly provides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall become fully vested (to the extent not theretofore already previously vested, one hundred percent ) as soon as possible but not later than the 60th day after the Date of Termination; and (100%B) Executive’s then outstanding performance-based equity awards shall become vested as soon as possible but not later than the 60th day after the Date of Termination as to the greater of (1) the number of shares that would have vested based upon an assumed achievement of all applicable performance metrics at the target level of performance or (2) the number of shares that LEGAL02/43780275v2 would have vested based upon the actual level of achievement of all applicable performance metrics measured as of the Executive’s then-outstanding and unvested Equity Awards (Date of Termination. The treatment of equity awards described in this Section 6(e)(vi) is hereinafter referred to as defined below) will become vested in full. If, however, an outstanding the “CIC Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Treatment.”.

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, or (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's ’s Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "“change in control event" ” under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's ’s next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

Termination Following a Change in Control. If, within 12 months following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, (x) Employer (or any successor to Employer) terminates Executive’s employment other than for Cause, or (y) Executive terminates employment for Good Reason, then, subject to Section 6(f) hereof and in lieu of any amounts under Section 6(a) hereof: (i) Bank (or its successor) shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Accrued Salary; (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will Bank shall pay to Executive in a lump sum in cash the Executive within ten (10) days of Prorated Annual Bonus, payable at the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable same time that annual bonuses are paid to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, Peer Executives; (iii) any accrued but unused vacation pay through the date of the Qualifying TerminationSubject to Section 12 hereof, and Bank (ivor its successor) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will shall pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) CIC Multiple times the Executive's Base Salary, and Severance Formula (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur)LEGAL02/43757576v4 aggregate payment, the amount in Section 3(b)(i) above shall be provided in the form of salary continuation“CIC Severance Amount”), payable in accordance with the normal payroll practices of the Company, with the first payment made a lump sum in cash on the Company's next regular payday for its executives 60th day following the expiration Date of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (div) If Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then during the Health Benefits Continuation Period, Bank (or its successor) shall pay to Executive the Health Coverage Benefit; (v) To the extent not theretofore paid or provided, the Company Bank (or its successor) shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to timeOther Benefits; and (evi) unless the applicable award agreement expressly provides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall become fully vested (to the extent not theretofore already previously vested, one hundred percent ) as soon as possible but not later than the 60th day after the Date of Termination; and (100%B) Executive’s then outstanding performance-based equity awards shall become vested as soon as possible but not later than the 60th day after the Date of Termination as to the greater of (1) the number of shares that would have vested based upon an assumed achievement of all applicable performance metrics at the target level of performance or (2) the number of shares that would have vested based upon the actual level of achievement of all applicable performance metrics measured as of the Executive’s then-outstanding and unvested Equity Awards (Date of Termination. The treatment of equity awards described in this Section 6(e)(vi) is hereinafter referred to as defined below) will become vested in full. If, however, an outstanding the “CIC Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Treatment.”

Termination Following a Change in Control. If, within 12 months following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, (x) Employer (or any successor to Employer) terminates Executive’s employment other than for Cause, or (iiy) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”)Reason, then subject to Section 5 6(f) hereof and in lieu of any amounts under Section 6 below6(a) hereof and in lieu of any amounts under Section 6(a) hereof: (ai) the Company will Bank (or its successor) shall pay to Executive in a lump sum in cash within 30 days after the Executive within ten (10) days Date of Termination, the exact payment date of the Qualifying Termination (or on such earlier date as is required to be determined by applicable law)Bank, (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Accrued Salary”)), ; (ii) any earned but unpaid Bank shall pay to Executive in a lump sum in cash the Prorated Annual Bonus, payable at the same time that annual performance award for the prior fiscal year, bonuses are paid to Peer Executives; LEGAL02/43756997v5 (iii) any accrued but unused vacation subject to Section 12 hereof, Bank (or its successor) shall pay through to Executive the date CIC Multiple times the Severance Formula (such aggregate payment, the “CIC Severance Amount”), payable in a lump sum in cash on the 60th day following the Date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (biv) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then during the Company will Health Benefits Continuation Period, Bank (or its successor) shall pay to Executive the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination)Health Coverage Benefit; (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (dv) to the extent not theretofore paid or provided, the Company Bank (or its successor) shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to timeOther Benefits; and (evi) unless the applicable award agreement expressly provides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall become fully vested (to the extent not theretofore already previously vested, one hundred percent ) as soon as possible but not later than the 60th day after the Date of Termination; and (100%B) Executive’s then outstanding performance-based equity awards shall become vested as soon as possible but not later than the 60th day after the Date of Termination as to the greater of (1) the number of shares that would have vested based upon an assumed achievement of all applicable performance metrics at the target level of performance or (2) the number of shares that would have vested based upon the actual level of achievement of all applicable performance metrics measured as of the Executive’s then-outstanding and unvested Equity Awards (Date of Termination. The treatment of equity awards described in this Section 6(e)(vi) is hereinafter referred to as defined below) will become vested in full. If, however, an outstanding the “CIC Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Treatment.”

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, or (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and onethree-half quarters (1.51.75) times the Executive's Base Salary, and (ii) one and onethree-half quarters (1.51.75) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, or (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth fifty-fifth (55th) day following the date of the Qualifying Termination an amount equal to two (2) times the sum of (i) one and one-half (1.5) times the Executive's ’s Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination;; and (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, the Company terminates your employment as President and Chief Executive Officer without Cause or (ii) the Executive terminates his if you terminate your employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 belowReason: (aA) the Company will pay you an amount equal to three times your Annualized Total Compensation, subject to the Executive within ten (10) days execution by you of the date of the Qualifying Termination (or on such earlier date a customary release, which amount shall be paid to you in a lump sum as soon as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to reasonably practicable following the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying TerminationDate; (bB) the Company will pay provide to the Executive in you a cash lump sum on the fifty­-fifth (55th) day following the date continuation of the Qualifying Termination an amount equal to the sum of (i) one all benefits, including a car allowance and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance awardother related benefits, if any, paid (or payable pursuant which you were eligible to Section 3(a)(ii) above) receive immediately prior to the Executive such termination, for the fiscal year preceding thirty-six (36) months following the Change Termination Date; (C) the Company will make the additional payments provided in Control Annex B, if applicable; (with the amount of such annual D) all outstanding stock options, restricted stock or restricted stock unit awards or other equity grants (other than performance award extrapolated shares or performance share units) issued to a full year amount in the event the Executive was not a full-time employee you will vest 100% immediately as of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) Termination Date and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable any performance shares or performance share units will vest in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to timeaward agreement; and (eE) you shall be entitled to a pro rata bonus under the Company’s annual bonus program in effect for the year in which the Termination Date occurs, which pro rata bonus shall be paid at the same time as annual bonuses for such year are paid to the extent not theretofore already vestedCompany’s senior executives and shall be equal to the amount, one hundred percent if any, which you would have received under such plan (100%) without regard to any executive-specific objectives), on the basis of the ExecutiveCompany’s then-outstanding actual performance for the year, had your employment not terminated, multiplied by a fraction, the numerator of which is the number of days in the year elapsed prior to the Termination Date and unvested Equity Awards (the denominator of which is 365. Your rights of indemnification under the Company’s and any of its subsidiaries organizational documents, any plan or agreement at law or otherwise and your rights thereunder to director’s and officer’s liability insurance coverage for, in both cases, actions as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount officer and director of the award Company and its affiliates shall survive any termination of your employment. In the event of any termination, you agree to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest resign as to one hundred percent (100%) an officer and director of the amount of Company and its subsidiaries and affiliates. Notwithstanding the Equity Award assuming foregoing, any termination by the performance criteria had been achieved at target levels Company without Cause or termination by you for the relevant performance period(s)Good Reason which takes place within six (6) months prior to a Change in Control, shall be, presumptively, a termination following a Change in Control.

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, or (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "“change in control event" ” under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

Termination Following a Change in Control. If, within 12 months following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, (x) Employer (or any successor to Employer) terminates Executive’s employment other than for Cause, or (iiy) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”)Reason, then subject to Section 5 6(f) hereof and in lieu of any amounts under Section 6 below6(a) hereof: (ai) the Company will Bank (or its successor) shall pay to Executive in a lump sum in cash within 30 days after the Executive within ten (10) days Date of Termination, the exact payment date of the Qualifying Termination (or on such earlier date as is required to be determined by applicable law)Bank, (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Accrued Salary”)), ; (ii) any earned but unpaid Bank shall pay to Executive in a lump sum in cash the Prorated Annual Bonus, payable at the same time that annual performance award for the prior fiscal year, bonuses are paid to Peer Executives; (iii) any accrued but unused vacation pay through the date of the Qualifying Terminationsubject to Section 12 hereof, and Bank (ivor its successor) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will shall pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) CIC Multiple times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuationSeverance Formula, payable in accordance with the normal payroll practices of the Company, with the first payment made a lump sum in cash on the Company's next regular payday for its executives 60th day following the expiration Date of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to such aggregate payment, the date of the Qualifying Termination“CIC Severance Amount”); (civ) subject if Executive elects to the continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s election of continuation coverage eligible dependents would be entitled under COBRA, then during the Company Health Benefits Continuation Period, Bank (or its successor) shall permit pay to Executive the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying TerminationHealth Coverage Benefit; (dv) to the extent not theretofore paid or provided, the Company Bank (or its successor) shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to timeOther Benefits; and (evi) unless the applicable award agreement expressly provides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall become fully vested (to the extent not theretofore already previously vested, one hundred percent ) as soon as possible but not later than the 60th day after the Date of Termination; and (100%B) Executive’s then outstanding performance-based equity awards shall become vested as soon as possible but not later than the 60th day after the Date of Termination as to the greater of (1) the number of shares that would have vested based upon an assumed achievement of all applicable performance metrics at the target level of performance or (2) the number of shares that would have vested based upon the actual level of achievement of all applicable performance metrics measured as of the Executive’s then-outstanding and unvested Equity Awards (Date of Termination. The treatment of equity awards described in this Section 6(e)(vi) is hereinafter referred to as defined below) will become vested in full. If, however, an outstanding the “CIC Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Treatment.”

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs at any time during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such 24 month period following a Change in Control, your employment with the Company is terminated without Cause or (ii) the Executive terminates his employment you resign for Good Reason Reason, Employer (i)(A) will pay you on the schedule set forth in Section 6.2 (i.e., ratably in equal monthly installments over a period of 18 months beginning sixty (60) days following such termination of employment (subject to the effectiveness of the Release as defined described below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to and including the catch‑up payment as described in Section 5 and Section 6 below: (a6.2 above) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an aggregate dollar amount equal to the sum of (ix) one 1.5 times your highest Annual Base Salary in effect during the twelve-month period immediately prior to your termination of employment, and one-half (1.5y) 1.5 times the Executive's Base Salaryhighest Bonus Opportunity in effect during the twelve-month period immediately prior to your termination of employment, and (B) will pay for or reimburse all of your premiums for continuing your health care coverage and the coverage of your dependents who are covered at the time of your termination or resignation under the applicable provisions of COBRA for a period ending on the earlier of the date that is eighteen (18) months after the date of termination or resignation or the date on which you become eligible to be covered by the health care plans of another employer; provided however that any Employer obligation under clause (B) requires that you timely elect COBRA continuation coverage as required by applicable law (collectively, “Change in Control Severance Payments”) and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for extent you have not already vested in any LTIC Awards due to the fiscal year preceding Change in Control, (A) in the case of unvested LTIC Awards subject to time-based vesting, you will immediately vest in, options shall become exercisable, or cash or shares will be settled or distributed, representing 100% of any Unvested Awards, and (B) in the case of Unvested Awards subject to performance-based vesting, you will vest in, and options shall become exercisable, or cash or shares will be settled or distributed, as provided in the applicable LTIC Award agreement (“Change in Control Vesting”). Employer’s obligation to make Change in Control Severance Payments or provide the Change in Control (Vesting is conditioned upon your execution and delivery to Employer of a Release and such Release has become effective in accordance with its terms within 60 days following termination of your employment, and, without the amount consent of the Board’s Compensation Committee, you may not receive or retain any cash or exercise or dispose of any equity compensation that becomes vested or exercisable as a result of change in Control Vesting unless and until the Release has become effective. To the extent any LTIC Award agreement between the Company and you granting Unvested Awards to you contains provisions accelerating the vesting of such annual performance award extrapolated to Unvested Awards upon a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change that are more favorable to you than the Change in control event" under Control Vesting, then the Change in Control vesting provisions of such equity award agreement shall govern such Unvested Awards. Notwithstanding the installment payment schedule set forth above, if the Change in Control also satisfies Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur1.409A-3(i)(5), the amount in Section 3(b)(iclause (A) above shall will instead be provided paid CHICAGO/#2358910.3 in a single lump sum payment within the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) -day period following the date your employment ends, after and if the Release has become effective or, if required by Section 10.2, on such later date as is provided under Section 10.2 provided that the Release has become effective. In the event of your death prior to payment in full of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRAChange in Control Severance Payments, the Company shall permit pay your estate the Executive (and his dependents) to continue to participate, at the Company’s expense, remaining unpaid Change in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Control Severance Payments.

Termination Following a Change in Control. IfIf the Company shall terminate the Employee’s employment (other than for CIC Cause or Disability and except if the Employee’s employment is terminated as a result of the Employee’s death) or if, the Employee shall terminate employment for CIC Good Reason, in either case, within one (1) year following the occurrence of a Change in Control that occurs during Control, the Term Employee shall be entitled to the following payments and benefits (collectively, the “Severance Payments”) in lieu of the payments and benefits set forth in Section 5(d) of this Agreement: (1) a lump-sum severance payment, in cash, equal to two times the sum of (i) the Executive is terminated Employee’s Base Salary and the annual costs of the leased automobile provided to the Employee by the Company other than for Cause (pursuant to Exhibit A, each as defined below) on in effect immediately prior to the Date of Termination, or, if higher, in effect immediately prior to the first occurrence of an event or before the second anniversary of such Change in Controlcircumstance constituting CIC Good Reason, or and (ii) the Executive terminates his employment for Good Reason (as defined below) on Employee’s target annual bonus under any annual bonus or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) incentive plan maintained by the Company will pay to the Executive within ten (10) days in respect of the date fiscal year in which occurs the Date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate fiscal year in effect immediately prior to which occurs the date first event or circumstance constituting CIC Good Reason; (2) those other obligations and benefits accrued or earned and vested (if applicable) by the Employee as of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date Date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b3) Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company will shall pay to the Executive in Employee a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount amount, in cash, equal to the sum of (i) one any unpaid incentive compensation which has been allocated or awarded to the Employee for a completed fiscal year or other measuring period preceding the Date of Termination under any such plan and one-half (1.5) times which, as of the Executive's Base SalaryDate of Termination, is contingent only upon the continued employment of the Employee to a subsequent date, and (ii) one a pro rata portion to the Date of Termination of the aggregate value of all contingent incentive compensation awards to the Employee for all then uncompleted periods under any such plan, calculated as to each such award by multiplying the award that the Employee would have earned on the last day of the performance award period, assuming the achievement, at the target level, of the individual and one-half (1.5) times the amount of annual corporate performance goals established with respect to such award, if anyby the fraction obtained by dividing the number of full months and any fractional portion of a month during such performance award period through the Date of Termination by the total number of months contained in such performance award period; provided, however, that the payments contemplated by this clause (ii) shall be offset by any amounts paid to the Employee, but only with respect to the same performance award period, under any annual or long-term incentive plan in which the Employee participates. (4) any stock options granted to the Employee shall become fully vested; and (5) For the twenty-four (24) month period immediately following the Date of Termination (or payable pursuant such longer period as any plan, program, practice or policy may provide), the Company shall arrange to provide the Employee and the Employee’s dependents with the benefits to which Employee and the Employee’s dependents would have been entitled under Section 3(a)(ii3(c) above) immediately prior to the Executive for Date of Termination or, if more favorable to the fiscal year preceding Employee, those provided to the Change in Control (with Employee and the amount Employee’s dependents immediately prior to the first occurrence of an event or circumstance constituting CIC Good Reason, at no greater after-tax cost to the Employee than the after-tax cost to the Employee immediately prior to such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year)date or occurrence; provided, however, that, unless the Employee consents to a different method (after taking into account the effect of such method on the calculation of “parachute payments” pursuant to Section 5(e)(6) hereof), such benefits shall be provided through a third-party insurer. Benefits otherwise receivable by the Employee pursuant to this Section 5(e)(5) shall be reduced to the extent benefits of the same type are received by or made available to the Employee during the twenty-four (24) month period following the Employee’s termination of employment (and any such benefits received by or made available to the Employee shall be reported to the Company by the Employee); provided, however, that the Company shall reimburse the Employee for the excess, if any, of the after-tax cost of such benefits to the Employee over such after-tax cost immediately prior to the Date of Termination or, if more favorable to the Employee, the first occurrence of an event or circumstance constituting CIC Good Reason. (6) (a) Whether or not the Employee becomes entitled to the Severance Payments, if any of the payments or benefits received or to be received by the Employee in connection with a Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 or the Employee’s termination of employment (i)(5)(i) (applying for such purpose whether pursuant to the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v)terms of this Agreement or any other plan, (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance arrangement or agreement with the normal payroll practices of the Company, any Person whose actions result in a Change in Control or any Person affiliated with the first payment made on Company or such Person) (all such payments and benefits, excluding the Company's next regular payday for its executives following Gross-Up Payment, being hereinafter referred to as the expiration of the sixty (60“Total Payments”) day period following the date of the Qualifying Termination (which first payment shall will be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRAExcise Tax, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) pay to the extent not theretofore paid or providedEmployee an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Employee, after deduction of any Excise Tax on the Company shall timely pay or provide Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, and after taking into account the phase out of itemized deductions and personal exemptions attributable to the Executive any other amounts or benefits required to Gross-Up Payment, shall be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) equal to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Total Payments.

Termination Following a Change in Control. If(a) Subject to Section 7 of this Appendix A and in accordance with Section 3(a)(vi) of the Agreement, following if you terminate your employment with the occurrence of a Change in Control that occurs during Company under this Agreement for Good Reason or your employment with the Term (i) the Executive Company is terminated by the Company other than for without Cause (as defined belowi) on within six (6) months preceding a Change in Control (and such termination of employment, or before the second anniversary event giving rise to your termination of such employment for Good Reason, occurred at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, or (ii) at the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary request of any other person in anticipation of a Change in Control, and in either case, such Change in Control actually occurs) or (collectively with ii) within twelve (i12) abovemonths after a Change in Control, then, instead of the amounts set forth in Section 2(a) of this Appendix A, you will be entitled to receive: (A) any Accrued Amounts at the date of termination, which amounts will be paid in a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive lump sum within ten (10) days of following the termination date of the Qualifying Termination (or on such earlier date as is earlier, if required by under applicable law), ; (iB) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to two (2) times the sum of (i) one the Base Salary and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance awardtarget Annual Bonus, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control which such termination occurs, which will be paid as set forth in Section 4 below (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, thatif the Base Salary or target Annual Bonus, if any, has been decreased in the twelve (12) months before the termination, the amount to be used will be the highest Base Salary and target Annual Bonus, if any, during such twelve (12) month period) (the “Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 Severance Payment”); (i)(5)(iC) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required owing to you under the then applicable employee benefit, long-term incentive or equity plans and programs of the Company, which will be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided treated in accordance with the terms of such plans and programs and this Agreement; and (D) if a bonus plan is in place, the product of (I) the Annual Bonus for the fiscal year of your termination determined at the higher of actual and target performance, and (II) a fraction, the numerator of which is the number of days of the current fiscal year during which you was employed by the Company, and the denominator of which is 365 (or 366 in a leap year), which prorated Annual Bonus will be paid in a lump sum when bonuses for such period are paid to the Company’s other senior executives, but, in any event, in the fiscal year following the fiscal year in which such Annual Bonus is earned. In addition, you will receive reimbursement for the cost of all reasonable relocation expenses incurred with respect to a relocation of you and your family to a country other than the Netherlands that occurs within 180 days following the termination of your employment in an amount not to exceed EUR 50,000; provided that you have not accepted an offer of employment following the termination that provides for such relocation expenses. Such reimbursement shall be made to you within 90 days of the Company’s receipt of all invoices relating to such expenses, which receipt shall occur no more than 30 days following your incurrence of such expenses. Furthermore, Booking.▇▇▇ ▇▇▇▇ ▇▇imburse your legal fees (if any) up to an amount of EUR 10,000, including disbursements (verschotten) and VAT (BTW), for purposes of negotiating the termination agreement as required under Dutch law. Provided that you submit the attorney’s detailed invoice for legal fees, as addressed to you, by the date of the termination of your employment, payment will be made directly to your attorney within thirty (30) days of Booking.▇▇▇’▇ ▇▇▇▇▇pt of the invoice. In addition, if so requested, the Company will provide you with a neutral reference letter within 30 days of the termination of the Agreement and the Arrangement. The Company will also work with you in good faith to develop external communications regarding the termination of your employment, and any internal company communications regarding the termination of your employment will be at the discretion of the Company. Your receipt of the payments and benefits described in this Section 3(a) (other than the Accrued Amounts) is conditioned on and subject to your compliance with the Ancillary Agreements and any other restrictive covenant obligations applicable planto you and your execution on or after the date of termination of a Release that becomes effective within 55 days after the date of termination. (b) For purposes of this Agreement, program the term “Change in Control” has the meaning as set forth in the Booking Holdings Inc. 1999 Omnibus Plan, as amended or policy in effect amended and restated from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)or its successor plan.

Termination Following a Change in Control. If, following at any time during the 90 day period preceding, or 24 month period following, a Change in Control, your employment with the Company is terminated without Cause or you resign for Good Reason, in addition to the Accrued Benefits, the Company will pay or provide you with the following: (i)(A) an aggregate dollar amount equal to the product of (x) 3.0 multiplied by (y) the sum of (I) your Annual Base Salary in effect immediately prior to your termination of employment or the occurrence of a Good Reason (whichever is higher) plus (II) the Target Bonus, payable as follows: (1) if the Change in Control that occurs during is also a “change in control event” for purposes of Code Section 409A, the Term amount in this clause (ii)(A) will be paid in a single lump sum within the Executive is terminated by 60-day period following the Company other than for Cause date your employment ends (as defined below) on or before if later, the second anniversary date of such Change in Control, ) or (ii2) if the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "“change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying ” for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur)purposes of Code Section 409A, the amount in this clause (i)(A) will be paid in equal installments over the 24 month period immediately following the date of termination of employment; (B) COBRA Continuation; (C) the Pro-Rata Bonus (collectively, “CIC Severance Payments”) and (ii)(A) with respect to any unvested equity-based incentive awards subject to time-based vesting, you will immediately become fully vested in, and all options shall immediately become exercisable or cash or shares will be immediately settled or distributed with respect to, all such awards, and (B) with respect to any unvested equity-based incentive awards subject to performance-based vesting, you will vest in, and options shall become exercisable, or cash or shares will be settled or distributed, assuming performance at target levels applicable to all such awards had been achieved (regardless of actual performance) (collectively, “CIC Equity Vesting”). The Company’s obligation to make CIC Severance Payments or provide the CIC Equity Vesting is conditioned upon your execution and delivery of the Release. To the extent any equity grant agreement or other agreement between the Company and you contains provisions accelerating the vesting of unvested equity awards upon a Change in Control (or similar term) or termination of your employment without Cause or a resignation for Good Reason that are more favorable to you than the CIC Equity Vesting, then the vesting provisions of such equity grant or other agreement will govern. The Company will commence payment (or reimbursement, to the extent required by Code Section 3(b)(i409A) above shall of the Severance Payments 60 days following the date of termination of your employment, provided that prior to such date, the Release has become effective in accordance with its terms. The first payment will include a catch-up payment covering the amount that would have otherwise been paid during the period between the date of your termination of employment and the first payment date but for the application of the preceding sentence, and the balance of the installments will be provided in the form of salary continuation, payable in accordance with the normal payroll practices schedule set forth herein. In the event of your death prior to payment in full of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRACIC Severance Payments, the Company shall permit pay your estate the Executive (and his dependents) remaining unpaid CIC Severance Payments. In no event shall you be obligated to continue to participate, at the Company’s expense, in the Company’s group health plan for a period seek other employment or take any other action by way of two (2) years after the date mitigation of the Qualifying Termination; (d) amounts payable to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive you under any employee benefit plan, program or policy of the Company through provisions of this Agreement, nor shall the date amount of the Qualifying Termination or any payment hereunder be reduced by any compensation earned by you as a result of the termination of the Executive’s employmentemployment by a subsequent employer, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) except to the limited extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in fullprovided with respect to COBRA Continuation. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).Execution Version

Termination Following a Change in Control. If, within 12 months following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, (x) Employer (or any successor to Employer) terminates Executive’s employment other than for Cause, or (y) Executive terminates employment for Good Reason, then, subject to Section 6(f) hereof: (i) Bank (or its successor) shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Accrued Salary; (ii) Bank shall pay to Executive in a lump sum in cash the Executive terminates his employment for Good Reason Prorated Annual Bonus, payable at the same time that annual bonuses are paid to Peer Executives; (as defined belowiii) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: 12 hereof, Bank (aor its successor) the Company will shall pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) CIC Multiple times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuationSeverance Formula, payable in accordance with the normal payroll practices of the Company, with the first payment made a lump sum in cash on the Company's next regular payday for its executives 60th day following the expiration Date of Termination; LEGAL02/43757235v4 (iv) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then during the sixty Health Benefits Continuation Period, Bank (60or its successor) day period following shall pay to Executive the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination)Health Coverage Benefit; (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (dv) to the extent not theretofore paid or provided, the Company Bank (or its successor) shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to timeOther Benefits; and (evi) unless the applicable award agreement expressly provides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall become fully vested (to the extent not theretofore already previously vested, one hundred percent ) as soon as possible but not later than the 60th day after the Date of Termination; and (100%B) Executive’s then outstanding performance-based equity awards shall become vested as soon as possible but not later than the 60th day after the Date of Termination as to the greater of (1) the number of shares that would have vested based upon an assumed achievement of all applicable performance metrics at the target level of performance or (2) the number of shares that would have vested based upon the actual level of achievement of all applicable performance metrics measured as of the Executive’s then-outstanding and unvested Equity Awards (Date of Termination. The treatment of equity awards described in this Section 6(e)(vi) is hereinafter referred to as defined below) will become vested in full. If, however, an outstanding the “CIC Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Treatment.”

Termination Following a Change in Control. IfIf a “Change in Control,” as defined in Section 8(e)(vi), shall have occurred and within 12 months following such Change in Control the Company or its successor terminates your employment other than for Disability under Section 8(a) or Cause under Section 8(b), or you terminate your employment for “Good Reason,” as defined in Section 8(e)(vii), then the Company or its successor shall be obligated to pay, maintain, provide or reimburse you the items enumerated in (i) through (iv) below, which obligation shall be effective only upon your prior execution and delivery to the Company or its successor of a release (and the expiration of any period during which you could lawfully revoke or rescind such release) of the Company and its officers, directors, employees, subsidiaries and affiliates, except for claims based on the Company’s failure to pay or provide to you the items enumerated below: (i) You shall be paid the Basic Salary, Salary Termination Benefit, and Pro-Rated Bonus as provided in Sections 8(d)(i), (ii) and (iii) above. (ii) All outstanding stock options and restricted stock awards issued to you shall become 100% vested, but otherwise such stock options and restricted stock awards shall remain subject to the applicable stock option agreements, restricted stock award agreements and their governing plans. (iii) If you elect to continue coverage under COBRA following your termination of employment, the Company shall maintain for your benefit at its cost, until the earlier of six months after termination of your employment following a Change in Control or your commencement of employment with a new employer or a partnership or self-employment in an activity for profit, all life insurance, medical, health and accident, and disability plans or programs, at substantially the same levels at which you shall have participated prior to termination of your employment; provided, however, that if your continued participation in any such plan or program is not permitted under the terms of any such plans and programs after termination of employment, then the Company will, at its option, either provide a substantially equivalent benefit from another provider or pay you the cost of obtaining such benefit in your own name (“CoC Fringe Termination Benefit”) (collectively the Earned Basic Salary, the Salary Termination Benefit, the Pro-Rated Bonus, and the CoC Fringe Termination Benefit are referred to as the “CoC Termination Benefits”). (iv) The Company is aware that upon the occurrence of a Change in Control, the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Agreement declared unenforceable, or may take or attempt to take other action to deny you the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. Accordingly, if following a Change in Control it should appear to you that occurs during the Term (iCompany has failed to comply with any of its obligations under Section 8(e) of this Agreement or in the Executive event that the Company or any other person takes any action to declare Section 8(e) of this Agreement void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from you the benefits entitled to be provided to you under Section 8(e), and that you have complied with all your obligations under this Agreement, the Company authorizes you to retain counsel of your choice, at the expense of the Company as provided in this Section 8(e)(iv), to represent you in connection with the initiation or defense of any pre-suit settlement negotiations, litigation or other legal action, whether such action is terminated by or against the Company or any Director, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company consents to you entering into an attorney-client relationship with such counsel, and in that connection the Company and you agree that a confidential relationship shall exist between you and such counsel, except with respect to any fee and expense invoices generated by such counsel. The reasonable fees and expenses of counsel selected by you as hereinabove provided shall be paid or reimbursed to you by the Company other than for Cause (as defined below) on a regular, periodic basis upon presentation by you of a statement or before the second anniversary statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of such Change in Control, or (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business $50,000. Any legal expenses incurred by the Executive prior Company by reason of any dispute between the parties as to the date enforceability of Section 8(e), or any of the Qualifying Termination; (b) the Company will pay to the Executive terms contained in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v8(e), (vi) and (vii) for a change in control event to occur)notwithstanding the outcome of any such dispute, the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices sole responsibility of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, and the Company shall permit not take any action to seek reimbursement from you for such expenses. (v) The Company may immediately discontinue the Executive payment or provision of the CoC Termination Benefits if (and his dependentsA) you are in violation of any of your obligations under this Agreement, including those in Sections 5, 6 and/or 7 hereof; and/or (B) the Company learns, within 60 days of your termination of employment, of any facts about your job performance or conduct that would have given the Company Cause, as defined in Section 8(b), to continue to participateterminate your employment; provided further, at that the Company’s expenseobligation to provide the Fringe Termination Benefit shall cease upon the earlier of your becoming employed or self-employed. (vi) A “Change in Control” shall be deemed to have occurred if and when, after the date hereof, (A) any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on the date hereof, including any “group” as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, shall acquire (or disclose the previous acquisition of) beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or classes of the Company which (A) results in such person or group possessing more than 50% of the total voting power of the Company’s group health plan outstanding voting securities ordinarily having the right to vote for the election of directors of the Company (“a Majority Ownership Change”); or (B) as the result of, or in connection with, any tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions (a “Stock Transaction”), the owners of the voting shares of the Company outstanding immediately prior to such Transaction own less than a majority of the voting shares of the Company after the Transaction; or (C) during any period of two (2) consecutive years after during the date term of this Agreement, individuals who at the Qualifying Termination; (d) to beginning of such period constitute the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy Board of Directors of the Company through (or who take office following the date approval of a majority of the Qualifying Termination or as a result directors then in office who were directors at the beginning of the termination period) cease for any reason to constitute a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors of the Executive’s employment, such benefits to be paid or provided in accordance with the terms Company representing at least one-half of the applicable plandirectors then in office who were directors at the beginning of the period (a “Majority Board Change”); or (D) the sale, program exchange, transfer, or policy in effect from time to time; andother disposition of all or substantially all of the assets of the Company (an “Asset Transaction”) shall have occurred. (evii) to As used in this Agreement, the extent not theretofore already vestedterm “Good Reason” means, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).without your written consent:

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, or (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth fifty-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and onethree-half quarters (1.51.75) times the Executive's ’s Base Salary, and (ii) one and onethree-half quarters (1.51.75) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "“change in control event" ” under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's ’s next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by If the Company or a successor entity terminates your employment other than for Cause (and other than as defined below) a result of your death or disability), or if you terminate your employment due to an Involuntary Termination, in either case on or before the second anniversary of such within twelve (12) months following a Change in Control, or (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of and provided such Change in Control (collectively with (i) above, termination constitutes a “Qualifying Termination”)Separation from Service, then subject to Section 5 and Section 6 your obligations below:, you shall be entitled to receive the following severance benefits (collectively the “Change in Control Severance Benefits”): (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum six (6) months of (i) one and one-half (1.5) times the Executive's your then current Base Salary, and ignoring any decrease in Base Salary that forms the basis for an Involuntary Termination, subject to applicable tax withholdings, paid (except as set forth below) over the first 6 months following your Separation from Service; and (ii) one if you timely elect continued coverage under the health care continuation laws commonly known as COBRA for yourself and one-half (1.5) times your covered dependents, then the amount of annual performance awardCompany shall pay, if any, paid (or payable pursuant to Section 3(a)(ii) above) directly to the Executive COBRA carrier as and when due, the COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents from your termination date until the fiscal year preceding earliest of (A) the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee end of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v)6th month following your termination date, (viB) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of your eligibility for the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company shall permit determines that the Executive payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and his dependents) Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay to continue you on the last day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to participatethe COBRA premiums for that month (such amount, at the Company’s expense“Special Severance Payment”), in for the Companyremainder of the COBRA Payment Period. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for a COBRA during the period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or providedprovided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)cease.

Termination Following a Change in Control. If, If within two years following the occurrence of a Change in Control that occurs during Control, the Term (i) the Executive Executive’s employment is terminated by the Company for any reason (other than for Cause (as defined belowreason of death or Disability) on or before the second anniversary of such Change in Control, or (ii) by the Executive terminates his employment for Good Reason Reason, the Company shall pay the Executive in cash in a lump sum to be paid as soon as practicable following termination (as defined below) on or before the second anniversary of but in no event later than 30 days following such Change in Control (collectively with (i) above, a “Qualifying Termination”termination), then subject an amount equal to Section 5 and Section 6 below: 1.5 times the sum of (a) the Company will pay annual Base Salary of the Executive, and (b) the greater of (x) the bonus earned by him (including any amounts deferred) for the performance period that ended immediately prior to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through performance period in which the date of termination occurs or (determined based on y) the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control bonus earned by him (the “Base Salary”)), (iiincluding any amounts deferred) any earned but unpaid annual performance award for the prior fiscal yearperformance period ended December 31, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the 2014. The Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participateeligible dependents shall also be entitled, at the Company’s expense, to continue to participate in the Company’s group health plan for a period of two (2) years after all welfare benefit plans in which they were participating on the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employmentemployment until the earlier of (x) the end of the Employment Period, or (z) the date he receives equivalent coverage and benefits under the plans and programs of a subsequent employer, and any such coverage and benefits actually received by the Executive and his dependents shall be reported to the Company. In addition, the Executive shall be paid entitled to (x) accelerated vesting upon the Termination Date of all outstanding equity awards not already accelerated upon the happening of the Change in Control, with all outstanding stock options or provided stock appreciation rights remaining exercisable for no less than two years or the remainder of the original term, if shorter, (y) payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Termination Date and any unreimbursed business expenses, with such payment made in accordance with Company practices in effect on the terms date of the his termination of employment, and (z) any other rights, benefits or entitlements in accordance with this Agreement or any applicable plan, program policy, program, arrangement of, or policy other agreement with, the Company or any of its subsidiaries or affiliates. There shall be no Severance Period following a termination under this Section 6(h) or after a Change in effect from time to time; and Control following any termination pursuant Section 6(i), and upon such a termination (eor Change in Control if under Section 6(i)) to the extent not theretofore already vested, one hundred percent (100%) Executive shall no longer be bound by the provisions of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount Section 5 of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)this Agreement.

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, the Company terminates your employment as Chief Operating Officer without Cause or (ii) the Executive terminates his if you terminate your employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 belowReason: (aA) the Company will pay you an amount equal to three times your Annualized Total Compensation, subject to the Executive within ten (10) days execution by you of the date of the Qualifying Termination (or on such earlier date a customary release, which amount shall be paid to you in a lump sum as soon as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to reasonably practicable following the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying TerminationDate; (bB) the Company will pay provide to the Executive in you a cash lump sum on the fifty­-fifth (55th) day following the date continuation of the Qualifying Termination an amount equal to the sum of (i) one all benefits, including a car allowance and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance awardother related benefits, if any, paid (or payable pursuant which you were eligible to Section 3(a)(ii) above) receive immediately prior to the Executive such termination, for the fiscal year preceding thirty-six (36) months following the Change Termination Date; (C) the Company will make the additional payments provided in Control Annex B, if applicable; (with the amount of such annual D) all outstanding stock options, restricted stock or restricted stock unit awards or other equity grants (other than performance award extrapolated shares or performance share units) issued to a full year amount in the event the Executive was not a full-time employee you will vest 100% immediately as of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) Termination Date and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable any performance shares or performance share units will vest in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to timeaward agreement; and (eE) you shall be entitled to a pro rata bonus under the Company’s annual bonus program in effect for the year in which the Termination Date occurs, which pro rata bonus shall be paid at the same time as annual bonuses for such year are paid to the extent not theretofore already vestedCompany’s senior executives and shall be equal to the amount, one hundred percent if any, which you would have received under such plan (100%) without regard to any executive-specific objectives), on the basis of the ExecutiveCompany’s then-outstanding actual performance for the year, had your employment not terminated, multiplied by a fraction, the numerator of which is the number of days in the year elapsed prior to the Termination Date and unvested Equity Awards (the denominator of which is 365. Your rights of indemnification under the Company’s and any of its subsidiaries organizational documents, any plan or agreement at law or otherwise and your rights thereunder to director’s and officer’s liability insurance coverage for, in both cases, actions as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount officer and director of the award Company and its affiliates shall survive any termination of your employment. In the event of any termination, you agree to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest resign as to one hundred percent (100%) an officer and director of the amount of Company and its subsidiaries and affiliates. Notwithstanding the Equity Award assuming foregoing, any termination by the performance criteria had been achieved at target levels Company without Cause or termination by you for the relevant performance period(s)Good Reason which takes place within six (6) months prior to a Change in Control, shall be, presumptively, a termination following a Change in Control.

Termination Following a Change in Control. If, within 12 months following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, (x) Employer (or any successor to Employer) terminates Executive’s employment other than for Cause, or (y) Executive terminates employment for Good Reason, then: (i) Bank (or its successor) shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Accrued Salary; (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: 12 hereof, Bank (aor its successor) the Company will shall pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuationSeverance Amount, payable in accordance with the normal payroll practices of the Company, with the first payment made a lump sum in cash on the Company's next regular payday for its executives 60th day following the expiration Date of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (diii) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then during the Health Benefits Continuation Period, Bank (or its successor) shall pay to Executive the Health Coverage Benefit; (iv) To the extent not theretofore paid or provided, the Company Bank (or its successor) shall timely pay or provide to the Executive any other amounts Other Benefits. (v) Notwithstanding the foregoing, Bank (or benefits required its successor) shall be obligated to be paid or provided or which provide the Severance Amount and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive is eligible to receive under any employee benefit planshall have the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, program or policy and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Company through Severance Amount and the date of the Qualifying Termination or as a result of the termination of the Health Coverage Benefit shall cease immediately upon Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; andbreach thereof. (evi) Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting as and to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested set forth in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(sSection 6(a)(vi).

Termination Following a Change in Control. If, within 12 months following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, (x) Employer (or any successor to Employer) terminates Executive’s employment other than for Cause, or (y) Executive terminates employment for Good Reason, then: (i) Bank (or its successor) shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Accrued Salary; (ii) subject to Section 12 hereof, Bank (or its successor) shall pay to Executive an amount equal to three (3) times the Executive terminates his employment sum of (A) Executive’s then current Base Salary (or, in the case of a termination for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”Section 1(o)(iii), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate Base Salary in effect immediately prior to the date diminution in Base Salary giving rise to termination), plus (B) the average Annual Bonus, if any, received by Executive for the three immediately preceding fiscal years of the Change in Control Company (such aggregate payment, the “Base SalaryCIC Severance Amount”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date payable as follows: 1/3 of the Qualifying CIC Severance Amount shall be paid in a single lump sum payment on the first payroll date to occur after the 60th day following the Date of Termination and 2/3 of the CIC Severance Amount shall be paid in approximately equal monthly installments during the 24-month period following the Date of Termination, commencing on the first payroll date to occur after the 60th day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(e)(ii) between the Date of Termination and (iv) any unreimbursed business expenses incurred by the Executive prior first payroll date to occur after the date 60th day following the Date of the Qualifying Termination; (biii) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then during the Company will Health Benefits Continuation Period, Bank (or its successor) shall pay to Executive the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination)Health Coverage Benefit; (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (div) to the extent not theretofore paid or provided, the Company Bank (or its successor) shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to timeOther Benefits; and (ev) any unvested equity awards held by Executive shall be subject to Equity Award Treatment as and to the extent not theretofore already vestedset forth in Section 6(a)(v). (vi) Notwithstanding the foregoing, one hundred percent Bank (100%or its successor) of shall be obligated to provide the Executive’s then-outstanding CIC Severance Amount, the Health Coverage Benefit and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent Treatment only if (100%A) within 45 days after the Date of Termination Executive shall have the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment or provision of the amount of CIC Severance Amount, the Health Coverage Benefit and the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Treatment shall cease immediately upon Executive’s breach thereof.

Termination Following a Change in Control. If(a) You may voluntarily terminate this Agreement and your employment with the Company upon 30 days’ written notice to the Company without further restrictions or liability if there is a “Change in Control” as that term is defined in the Plan; provided, following that you give such notice within twelve months after the occurrence of a Change in Control and further provided that occurs during the Term restrictions set forth in Sections 17 and 18 shall continue to apply following such termination of employment. (ib) In the Executive is terminated case of a termination of this Agreement and your employment with the Company by you for Good Reason, or by the Company other than for Cause (as defined below) on or before the second anniversary of such without Cause, within twelve months following a Change in Control, or (ii) you shall be entitled to receive promptly following the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary date of such Change in Control (collectively with termination: (i) above, a “Qualifying Termination”), then subject to Section 5 all accrued and Section 6 below: (aunpaid Base Salary and previously earned bonus(es) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination; (ii) a lump sum payment of two (2) times the Base Salary; (iii) acceleration to the termination date of 100% vesting of the 100,000 restricted stock units granted under this Agreement; (determined based on iv) reimbursement for allowable business expenses incurred, but not paid prior to such termination of employment, subject to the Executive’s annual rate receipt of base salary supporting information by the Company; (v) such other compensation and benefits as may be provided in effect on applicable plans and programs of the Company, according to the terms and conditions of such plans and programs; and (vi) provided you timely elect continuation of your health coverage under the Consolidated Omnibus Budget Reconciliation Act or applicable state law (“COBRA”), continued participation in the health plans of the Company, with the Company paying the applicable COBRA premium for the first two years of such coverage and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination; provided, that the Qualifying Termination or, if higher, Company’s obligation to provide such benefits shall cease at the rate in effect time you and your covered dependents become eligible for comparable benefits from another employer that do not exclude any pre-existing condition of you or any covered dependent that was not excluded under the Company’s health and welfare plans immediately prior to the date of termination. (c) To the Change extent that the health and welfare benefits provided for in Control Sections 11(b)(iv) and 12(b)(vi) are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the “Base Salary”)Company’s paying the applicable premium for you under COBRA), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will shall pay you such amount as is necessary to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination provide you, after tax, with an amount equal to the sum cost of (i) one acquiring, for you and one-half (1.5) times the Executive's Base Salary, your spouse and (ii) one and one-half (1.5) times the amount of annual performance awarddependents, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive on a non-group basis, for the fiscal year preceding the Change in Control (with the required period, those health and other welfare benefits that would otherwise be lost to you and your spouse and dependents as a result of your termination. Any amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" payable under Treas. Reg. § 1.409A-3 (i)(5)(ithis Section 12(c) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form determined as soon as practicable following termination of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment employment and shall be retroactive paid to the date you within 60 days following termination of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination;employment. (d) to the extent not theretofore paid or providedExcept as otherwise provided herein, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the exercise and/or termination of the Executive’s employment, such benefits to equity awards under this Agreement shall be paid or provided in accordance with governed by the terms of Plan and the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)agreements.

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, or (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth fifty-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's ’s Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "“change in control event" ” under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's ’s next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

Termination Following a Change in Control. If, In event of termination of Executive's employment hereunder within one year following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated either by the Company InteliData other than for Cause (as defined below) on or before the second anniversary of such Change in Control, or (ii) the by Executive terminates his employment for Good Reason (Reason, InteliData's sole obligation to Executive hereunder shall be as defined below) on or before the second anniversary of such Change in Control (collectively with follows: (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company InteliData will pay to the Executive within ten (10) days of notice of termination (or, in the case of bonus or other incentive bonus compensation, within ten (10) days determination of amount payable under the applicable bonus or other compensation plan generally) an amount equal to the greater of the undiscounted amount of twelve (12) months base salary or the undiscounted remainder of his base salary then in effect through the unexpired term of this Agreement, and any deferred salary and/or bonus or other incentive compensation payable under this Agreement or pursuant to any other plan or arrangements of InteliData or any affiliate in which Executive is a participant to the extent vested or payable as of the date of the Qualifying Termination termination; (or on such earlier date as is required by applicable law), (iii) any accrued but unpaid base salary amounts payable InteliData shall pay to Executive an amount equal to the highest incentive bonus paid to Executive through for any of the three calendar years immediately preceding the date of termination, prorated for the number of months of employment hereunder in the calendar year in which termination occurs; and (determined based on the iii) InteliData shall continue to provide to Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higherat InteliData's expense, the rate life, disability, accident and health insurance benefits as in effect immediately prior to the date of notice of termination, for the greater of twelve (12) months from the termination date or a period equal to the unexpired term of the Agreement. To the extent that the terms of the benefit plans do not allow for Executive to continue participation in the plans following his termination, InteliData shall obtain benefit coverage which is substantially similar to the benefits enjoyed by Executive immediately prior to his termination and shall reimburse Executive in the event that this arrangement results in a greater tax liability for Executive. In addition, InteliData shall continue to make premium payments for the life insurance described in Section 4(h) above for a period of twelve (12) months from the date of termination. For purposes of this Section 5, a "Change in Control Control" shall be deemed to have occurred if the conditions set forth in any of the following paragraphs shall have been satisfied: (i) any person becomes the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Base Salary”"Exchange Act)), directly or indirectly, of securities of InteliData (not including securities acquired directly from InteliData or any of its affiliates) representing more than 50% of the combined voting power of InteliData's then outstanding securities; or (ii) during any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) consecutive years after the date of the Qualifying Termination; (d) not including any period prior to the extent not theretofore paid execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with InteliData to effect a transaction described in clause (i), (iii) or provided, (iv) of this Section) whose election by the Company shall timely pay Board or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy nomination for election by InteliData's stockholders was approved by a vote of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and at least two-thirds (e) to the extent not theretofore already vested, one hundred percent (100%2/3) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested directors then still in full. If, however, an outstanding Equity Award is to vest and/or office who either were directors at the amount beginning of the award period or whose election or nomination for election was previously so approved, cease for any reason to vest is constitute a majority thereof; or (iii) consummation of a plan of complete liquidation of InteliData or the sale or disposition by InteliData of all or substantially all of its assets; or (iv) a merger or consolidation of InteliData with any other corporation, other than (A) a merger of consolidation which would result in the voting securities of InteliData outstanding immediately prior thereto continuing to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent represent (100%) either by remaining outstanding or being converted into voting securities of the amount surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of InteliData or any of its affiliates, at least 50% of the Equity Award assuming combined voting power of the performance criteria had been achieved at target levels for voting securities of InteliData or such surviving entity outstanding immediately after such merger of consolidation, or (B) a merger or consolidation effected to implement a recapitalization of InteliData (or similar transaction) in which no person acquires more than 50% of the relevant performance period(s)combined voting power of InteliData's then outstanding securities.

Termination Following a Change in Control. If, within 12 months following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, (x) Employer (or any successor to Employer) terminates Executive’s employment other than for Cause, or (y) Executive terminates employment for Good Reason, then, subject to Section 6(f) hereof and in lieu of any amounts under Section 6(a) hereof: (i) Bank (or its successor) shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Accrued Salary; (ii) Bank shall pay to Executive in a lump sum in cash the Executive terminates his employment for Good Reason (as defined below) on or before Prorated Annual Bonus, payable at the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then same time that annual bonuses are paid to Peer Executives; subject to Section 5 and Section 6 below: 12 hereof, Bank (aor its successor) the Company will shall pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) CIC Multiple times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuationSeverance Formula, payable in accordance with the normal payroll practices of the Company, with the first payment made a lump sum in cash on the Company's next regular payday for its executives 60th day following the expiration Date of the sixty (60) day period following the date of the Qualifying Termination (such aggregate payment, the “CIC Severance Amount”); LEGAL02/43757235v4 (iii) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which first payment Executive and/or Executive’s eligible dependents would be entitled under COBRA, then during the Health Benefits Continuation Period, Bank (or its successor) shall be retroactive pay to Executive the date of the Qualifying Termination)Health Coverage Benefit; (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (div) to the extent not theretofore paid or provided, the Company Bank (or its successor) shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to timeOther Benefits; and (ev) unless the applicable award agreement expressly provides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall become fully vested (to the extent not theretofore already previously vested, one hundred percent ) as soon as possible but not later than the 60th day after the Date of Termination; and (100%B) Executive’s then outstanding performance-based equity awards shall become vested as soon as possible but not later than the 60th day after the Date of Termination as to the greater of (1) the number of shares that would have vested based upon an assumed achievement of all applicable performance metrics at the target level of performance or (2) the number of shares that would have vested based upon the actual level of achievement of all applicable performance metrics measured as of the Executive’s then-outstanding and unvested Equity Awards (Date of Termination. The treatment of equity awards described in this Section 6(e)(vi) is hereinafter referred to as defined below) will become vested in full. If, however, an outstanding the “CIC Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Treatment.”

Termination Following a Change in Control. If, within 12 months following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, (x) Employer (or any successor to Employer) terminates Executive’s employment other than for Cause, or (y) Executive terminates employment for Good Reason, then, subject to Section 6(f) hereof and in lieu of any amounts under Section 6(a) hereof: (i) Bank (or its successor) shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Accrued Salary; (ii) Bank shall pay to Executive in a lump sum in cash the Executive terminates his employment for Good Reason (as defined below) on or before Prorated Annual Bonus, payable at the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then same time that annual bonuses are paid to Peer Executives; subject to Section 5 and Section 6 below: 12 hereof, Bank (aor its successor) the Company will shall pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) CIC Multiple times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuationSeverance Formula, payable in accordance with the normal payroll practices of the Company, with the first payment made a lump sum in cash on the Company's next regular payday for its executives 60th day following the expiration Date of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to such aggregate payment, the date of the Qualifying Termination“CIC Severance Amount”); (ciii) subject if Executive elects to the continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s election of continuation coverage eligible dependents would be entitled under COBRA, then during the Company Health Benefits Continuation Period, Bank (or its successor) shall permit pay to Executive the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying TerminationHealth Coverage Benefit; (div) to the extent not theretofore paid or provided, the Company Bank (or its successor) shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to timeOther Benefits; and (ev) unless the applicable award agreement expressly provides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall become fully vested (to the extent not theretofore already previously vested, one hundred percent ) as soon as possible but not later than the 60th day after the Date of Termination; and (100%B) Executive’s then outstanding performance-based equity awards shall become vested as soon as possible but not later than the 60th day after the Date of Termination as to the greater of (1) the number of shares that would have vested based upon an assumed achievement of all applicable performance metrics at the target level of performance or (2) the number of shares that would have vested based upon the actual level of achievement of all applicable performance metrics measured as of the Executive’s then-outstanding and unvested Equity Awards (Date of Termination. The treatment of equity awards described in this Section 6(e)(vi) is hereinafter referred to as defined below) will become vested in full. If, however, an outstanding the “CIC Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Treatment.”

Termination Following a Change in Control. If, within 12 months following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, (x) Employer (or any successor to Employer) terminates Executive’s employment other than for Cause, or (y) Executive terminates employment for Good Reason, then, subject to Section 6(f) hereof: (i) Bank (or its successor) shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Accrued Salary; (ii) Bank shall pay to Executive in a lump sum in cash the Executive terminates his employment for Good Reason Prorated Annual Bonus, payable at the same time that annual bonuses are paid to Peer Executives; (as defined belowiii) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: 12 hereof, Bank (aor its successor) the Company will shall pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) CIC Multiple times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuationSeverance Formula, payable in accordance with the normal payroll practices of the Company, with the first payment made a lump sum in cash on the Company's next regular payday for its executives 60th day following the expiration Date of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (div) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then during the Health Benefits Continuation Period, Bank (or its successor) shall pay to Executive the Health Coverage Benefit; (v) to the extent not theretofore paid or provided, the Company Bank (or its successor) shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to timeOther Benefits; and (evi) unless the applicable award agreement expressly provides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall become fully vested (to the extent not theretofore already previously vested, one hundred percent ) as soon as possible but not later than the 60th day after the Date of Termination; and (100%B) Executive’s then outstanding performance-based equity awards shall become vested as soon as possible but not later than the 60th day after the Date of Termination as to the greater of (1) the number of shares that would have vested based upon an assumed achievement of all applicable performance metrics at the target level of performance or (2) the number of shares that would have vested based upon the actual level of achievement of all applicable performance metrics measured as of the Executive’s then-outstanding and unvested Equity Awards (Date of Termination. The treatment of equity awards described in this Section 6(e)(vi) is hereinafter referred to as defined below) will become vested in full. If, however, an outstanding the “CIC Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Treatment.”

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, or (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and onethree-half quarters (1.51.75) times the Executive's ’s Base Salary, and (ii) one and onethree-half quarters (1.51.75) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "“change in control event" ” under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's ’s next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

Termination Following a Change in Control. If(A) Subject to the conditions set forth in subparagraphs of this Section 7.5, following the occurrence of if a Change in Control that Payment Trigger occurs during the Term Term, Uniti, including for purposes of this Section 7.5 any successor to Uniti’s business or assets by operation of law or otherwise, shall pay to Executive the following amounts in cash as follows: (i) Executive’s then Base Salary through the Executive is terminated by Payment Trigger to the Company other than for Cause (as defined below) on or before extent not theretofore paid, to be paid in a lump sum within 30 days following the second anniversary of such Change in Control, or Payment Trigger; (ii) the amount of any incentive compensation that has been allocated or awarded to Executive terminates his employment pursuant to an incentive compensation plan contemplated under Section 5.2 of this Agreement for Good Reason a completed fiscal year or other completed measuring period preceding the occurrence of the Termination Date under any such incentive compensation plan but has not yet been paid to Executive, and such amount shall be paid in a lump sum within (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (ax) the Company will pay to 30-day period commencing on the Executive within ten 60th day following the Payment Trigger, or (10y) days of the date of the Qualifying Termination (or on such any earlier date as is required by the applicable law)incentive compensation plan or plans, respectively; (iiii) any accrued but unpaid base salary amounts payable to the Executive through product of (x) the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate Annual Incentive Target in effect immediately prior to the Payment Trigger under the terms of any incentive compensation plan that the Board has implemented as contemplated in Section 5.2 of this Agreement and (y) a fraction, the numerator of which is the number of calendar days in the current fiscal year through the Termination Date, and the denominator of which is 365, reduced by the amount, if any, paid or payable to Executive under the terms of any such incentive compensation plan or plans, respectively, that the Board has implemented as contemplated in Section 5.2 of this Agreement with respect to the fiscal year during which the Payment Trigger occurs, and such amount shall be paid in a lump sum within (I) the 30-day period commencing on the 60th day following the Payment Trigger, or (II) any earlier date as required by the applicable incentive compensation plan or plans, respectively; (iv) any accrued vacation pay to the extent not theretofore paid, and such amount shall be paid in a lump sum within 30 days following the Payment Trigger; (v) a lump sum in cash within the 30 day period commencing on the 60th day following the Payment Trigger an amount equal to the product of: (i) two and a half (2.5)multiplied by, (ii) the sum of: (x) the higher of Executive’s annual Base Salary in effect immediately prior to the occurrence of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid or Executive’s annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive base salary in effect immediately prior to the date Payment Trigger, plus (y) the average of the Qualifying Terminationannual bonus payments paid to Executive under an Annual Incentive Plan during the three years preceding the year in which the Termination Date occurs; (bvi) the Company will pay to the Executive in a cash lump sum in cash within the 30 day period commencing on the fifty­-fifth (55th) 60th day following the date of the Qualifying Termination Date an amount equal to the sum product of (i) one Executive’s monthly premium for health and one-half dental insurance continuation coverage for the Executive and Executive’s family under the Consolidated Omnibus Budget Reconciliation Act of 1985 (1.5) times “COBRA”), based on the Executive's Base Salarymonthly premium rate for such coverage in effect on the Termination Date, and multiplied by (ii) one and onetwenty-half four (1.524) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year)months; provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination);and (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (dviii) to the extent not theretofore paid or provided, the Company Uniti shall timely pay to Executive all vested benefits or provide to the Executive any other amounts or benefits required to be paid or provided or which the that Executive is eligible otherwise entitled to receive under any employee benefit plan, policy, practice or program of or any contract or agreement with the Uniti Group at or subsequent to the Payment Trigger in accordance with such plan, policy, practice or program or policy contract or agreement except as explicitly modified by this Agreement. (B) For purposes of this Agreement, the term “Payment Trigger” shall mean the occurrence of a Change in Control during the Term of this Agreement coincident with or followed at any time before the end of the Company through the date first anniversary of the Qualifying Termination or as a result of Change in Control by the termination of the Executive’s employmentemployment with Uniti, such benefits including for purposes of this Section 7.5 any successor to be paid Uniti’s business or provided assets by operation of law or otherwise, in accordance with the terms a manner that constitutes a “separation from service,” as defined in Section 409A of the applicable planInternal Revenue Code of 1986, program or policy in effect as amended from time to time; and , for any reason other than (ei) by the Executive without Good Reason, (ii) by Uniti, including for purposes of this Section 7.5 any successor to the extent not theretofore already vestedUniti’s business or assets by operation of law or otherwise, one hundred percent (100%) as a result of the Executive’s then-outstanding and unvested Equity Awards Disability or with Cause or, (iii) as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount a result of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Executive’s death.

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, or (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth fifty-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half two (1.52) times the Executive's ’s Base Salary, and (ii) one and one-half two (1.52) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year), or in the case where Executive has not earned an annual performance award due to length of service, the target amount of the Executive’s performance award will be used; provided, however, that, if such Change in Control does not constitute a "“change in control event" ” under Treas. Reg. § 1.409A-3 (i)(5)(i§l.409A-3(i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's ’s next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

Termination Following a Change in Control. If, following If any of the occurrence of events described in Paragraph 4.6 hereof constituting a Change in Control that occurs of Employer shall have occurred, Executive shall be entitled to the benefits provided in this Section 5.4 upon the subsequent termination of Executive's employment during the Term term of this Agreement unless such termination is (i) the because of Executive's death or Disability, (ii) by Employer for Cause, or (iii) by Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, or (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below:Reason. (a) the Company will 5.4.1. Employer shall pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid Executive's full base salary amounts payable to the Executive through the date Date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, at the rate in effect immediately prior at the time Notice of Termination is given; 5.4.2. In lieu of any further salary payments to Executive for periods subsequent to the date Date of Termination, Employer shall pay as severance pay to Executive, not later than the fifth day following the Date of Termination, a lump sum severance payment (together with the payments provided in Paragraphs 5.4.3 and 5.4.4, the "Severance Payments") equal to two and one-half (21/2) times the sum of (a) Executive's annual base salary at the highest rate in effect during the year immediately preceding the occurrence of the Change circumstances giving rise to the Notice of Termination given in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Terminationrespect thereof, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will amount of any bonus paid to Executive and the amount paid to Executive pursuant to the Incentive Compensation Plans during the year immediately preceding that in which the Date of Termination occurs; 5.4.3. Notwithstanding any provision of the Incentive Compensation Plans, Employer shall pay to the Executive in a cash one lump sum on in cash not later than the fifty­-fifth (55th) fifth day following the date Date of the Qualifying Termination Termination, an amount equal to the sum of (iA) one and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive any incentive compensation which has been allocated for the fiscal year preceding that in which the Date of Termination occurs but has not yet been paid, and (B) any award under the Incentive Compensation Plans which has not yet been paid for any period which has closed prior to the Date of Termination, and (C) a pro rata portion of the aggregate value of all contingent awards to Executive for all uncompleted periods under the Incentive Compensation Plans calculated by multiplying for each such award, (1) a fraction the numerator of which shall be the number of full months elapsed during the period for such award prior to the Date of Termination, and the denominator of which shall be the total number of months contained in such period, by (2) the amount of the award which would have been payable to Executive following completion of such period at the "fully competent" (or comparable) level of performance as described in the plan documents and the individual objective development worksheets. 5.4.4. In lieu of shares of common stock of CIB (the "Shares") issuable upon the exercise of options ("Options"), if any, granted to Executive under the Stock Option plans (which Options shall be canceled upon the making of the payment referred to below in this section 5.4.4), Executive shall receive in one lump sum in cash not later than the fifth day following the Date of Termination an amount equal to the difference between the cumulative exercise price of the Options and the higher of (a) the NASDAQ closing price of CIB stock on the Date of Termination; and (b) the actual price per share paid in connection with a change of control. 5.4.5. In the event that any payment or benefit received or to be received by Executive in connection with a Change in Control (of Employer or the termination of Executive's employment, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the amount of such annual performance award extrapolated to Employer, its successors, any person whose actions result in a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control or any corporation ("Affiliate") affiliated (or which as a result of the completion of the transactions causing a Change in Control will become affiliated) with the Employer within the meaning of section 1504 of the Internal Revenue Code of 1986, as amended (the "Code") (collectively with the Severance Payments, "Total Payments") would not be deductible (in whole or part) by Employer, an Affiliate or other person making such payment or providing such benefit, as a result of section 280G of the Code, the Severance Payments shall be reduced until no portion of the Total Payments is not deductible as a result of section 280G of the Code, or the Severance Payments are reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Severance Payments shall be taken into account; (B) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected by Employer's independent auditors and acceptable to Executive does not constitute a "change parachute payment" within the meaning of section 280G(b)(2) of the Code; (C) the Severance Payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in control event" under Treas. Reg. § 1.409A-3 clauses (i)(5)(iA) or (applying B)) in their entirety constitute reasonable compensation for such purpose services actually rendered within the minimal thresholds permitted meaning of section 280G(b)(4) of the Code, in the opinion of the tax counsel referred to be used under Treas. Reg. §§1.409A-3(i)(5)(vin clause (B), (vi) ; and (viiD) for a change the value of any non-cash benefit or any deferred payment or benefit included in control event to occur), the amount in Section 3(b)(i) above Total Payments shall be provided in the form of salary continuation, payable determined by Employer's independent auditors in accordance with the normal payroll practices principles of sections 280G(d)(3) and (4) of the CompanyCode; and 5.4.6. Unless Executive is terminated for Cause, with the first payment made on the CompanyEmployer shall maintain or cause to be maintained in full force and effect, for Executive's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRAcontinued benefit, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two thirty (230) years after the date of the Qualifying Termination; (d) months, all health and welfare benefit plans to include life insurance, health insurance and dental insurance, in which Executive participated or was entitled to participate immediately prior to the extent not theretofore paid Date of Termination, provided that Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive's participation in any such plan or providedprogram is barred, the Company Employer shall timely pay or arrange to provide Executive with benefits substantially similar to the Executive any other amounts or benefits required to be paid or provided or those which the Executive is eligible entitled to receive under such plans and programs. At the end of such thirty (30) month period, Executive will be entitled to take advantage of any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the conversion privileges applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)benefits available under any such plans or programs.

Termination Following a Change in Control. If, within 12 months following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, (x) Employer (or any successor to Employer) terminates Executive’s employment other than for Cause, or (y) Executive terminates employment for Good Reason, then, subject to Section 6(f) and in lieu of any amounts under Section 6(a) hereof: (i) Bank (or its successor) shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Accrued Salary; (ii) Bank shall pay to Executive in a lump sum in cash the Prorated Annual Bonus, payable at the same time that annual bonuses are paid to Peer Executives; (iii) subject to Section 12 hereof, Bank (or its successor) shall pay to Executive terminates his employment for Good Reason the CIC Multiple times the Severance Formula (as defined below) on or before such aggregate payment, the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying TerminationCIC Severance Amount”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based in a lump sum in cash on the Executive’s annual rate 60th day following the Date of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (biv) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then during the Company will Health Benefits Continuation Period, Bank (or its successor) shall pay to Executive the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination)Health Coverage Benefit; (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (dv) to the extent not theretofore paid or provided, the Company Bank (or its successor) shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to timeOther Benefits; and (evi) unless the applicable award agreement expressly provides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall become fully vested (to the extent not theretofore already previously vested, one hundred percent ) as soon as possible but not later than the 60th day after the Date of Termination; and (100%B) Executive’s then outstanding performance-based equity awards shall become vested as soon as possible but not later than the 60th day after the Date of Termination as to the greater of (1) the number of shares that would have vested based upon an assumed achievement of all applicable performance metrics at the target level of performance or (2) the number of shares that would have vested based upon the actual level of achievement of all applicable performance metrics measured as of the Executive’s then-outstanding and unvested Equity Awards (Date of Termination. The treatment of equity LEGAL02/43756821v3 awards described in this Section 6(e)(vi) is hereinafter referred to as defined below) will become vested in full. If, however, an outstanding the “CIC Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Treatment”.

Termination Following a Change in Control. If(A) Subject to the conditions set forth in subparagraphs of this Section 7.5, following the occurrence of if a Change in Control that Payment Trigger occurs during the Term Term, Uniti, including for purposes of this Section 7.5 any successor to Uniti’s business or assets by operation of law or otherwise, shall pay to Executive the following amounts in cash as follows: (i) the Executive is terminated by Ordinary Termination Benefits, to be paid in a lump sum within 10 business days following the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, or Payment Trigger; (ii) the amount of any incentive compensation that has been allocated or awarded to Executive terminates his employment pursuant to an incentive compensation plan contemplated under Section 5.2 of this Agreement for Good Reason a completed fiscal year or other completed measuring period preceding the occurrence of the Termination Date under any such incentive compensation plan but has not yet been paid to Executive, and such amount shall be paid in a lump sum within (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (ax) the Company will pay to 30-day period commencing on the Executive within ten 60th day following the Payment Trigger, or (10y) days of the date of the Qualifying Termination (or on such any earlier date as is required by the applicable law)incentive compensation plan or plans, respectively; (iiii) any accrued but unpaid base salary amounts payable to the Executive through product of (x) the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate Annual Incentive Target in effect immediately prior to the Payment Trigger under the terms of any incentive compensation plan that the Board has implemented as contemplated in Section 5.2 of this Agreement and (y) a fraction, the numerator of which is the number of calendar days in the current fiscal year through the Termination Date, and the denominator of which is 365, reduced by the amount, if any, paid or payable to Executive under the terms of any such incentive compensation plan or plans, respectively, that the Board has implemented as contemplated in Section 5.2 of this Agreement with respect to the fiscal year during which the Payment Trigger occurs, and such amount shall be paid in a lump sum within (I) the 30-day period commencing on the 60th day following the Payment Trigger, or (II) any earlier date as required by the applicable incentive compensation plan or plans, respectively; (iv) a lump sum in cash within the 30 day period commencing on the 60th day following the Payment Trigger an amount equal to the product of: (i) two and a half (2.5) multiplied by, (ii) the sum of: (x) the higher of Executive’s annual Base Salary in effect immediately prior to the occurrence of the Change in Control or Executive’s annual base salary in effect immediately prior to the Payment Trigger, plus (y) the “Base Salary”highest of (1) Executive’s Annual Incentive Target in effect immediately prior to the occurrence of the Change in Control, (2) Executive’s Annual Incentive Target in effect immediately prior to the Payment Trigger and (3) the average of the annual bonus payments paid to Executive under an Annual Incentive Plan during the three years preceding the year in which the Termination Date occurs (including with respect to the period prior to the Effective Date)), ; (v) Up to $25,000 for executive transition/outplacement services received by Executive (i) prior to the one year anniversary of the Termination Date (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date a third party professional provider of the Qualifying Termination, such services identified and (iv) any unreimbursed business expenses incurred retained by the Executive prior to the date of the Qualifying TerminationExecutive; (bvi) the Company will pay to the Executive in a cash lump sum in cash within the 30 day period commencing on the fifty­-fifth (55th) 60th day following the date of the Qualifying Termination Date an amount equal to the sum product of (i) one Executive’s monthly premium for health and one-half dental insurance continuation coverage for the Executive and Executive’s family under the Consolidated Omnibus Budget Reconciliation Act of 1985 (1.5) times “COBRA”), based on the Executive's Base Salarymonthly premium rate for such coverage in effect on the Termination Date, and multiplied by (ii) one and onetwenty-half four (1.524) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year)months; provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company Uniti shall timely pay to Executive all vested benefits or provide to the Executive any other amounts or benefits required to be paid or provided or which the that Executive is eligible otherwise entitled to receive under any employee benefit plan, policy, practice or program of or any contract or agreement with the Uniti Group at or subsequent to the Payment Trigger in accordance with such plan, policy, practice or program or policy contract or agreement except as explicitly modified by this Agreement. (B) For purposes of this Agreement, the term “Payment Trigger” shall mean the occurrence of a Change in Control during the Term of this Agreement coincident with or followed at any time before the end of the Company through the date second anniversary of the Qualifying Termination or as a result of Change in Control by the termination of the Executive’s employmentemployment with Uniti, such benefits including for purposes of this Section 7.5 any successor to be paid Uniti’s business or provided assets by operation of law or otherwise, in accordance with the terms a manner that constitutes a “separation from service,” as defined in Section 409A of the applicable planCode, program for any reason other than (i) by the Executive without Good Reason, (ii) by Uniti, including for purposes of this Section 7.5 any successor to Uniti’s business or policy in effect from time to time; and (e) to the extent not theretofore already vestedassets by operation of law or otherwise, one hundred percent (100%) as a result of the Executive’s then-outstanding and unvested Equity Awards Disability or with Cause or, (iii) as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount a result of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Executive’s death.

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs at any time during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such 24 month period following a Change in Control, your employment with the Company is terminated without Cause or (ii) the Executive terminates his employment you resign for Good Reason Reason, Employer (i)(A) will pay you on the schedule set forth in Section 6.2 (i.e., ratably in equal monthly installments over a period of 18 months beginning sixty (60) days following such termination of employment (subject to the effectiveness of the Release as defined described below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to and including the catch‑up payment as described in Section 5 and Section 6 below: (a6.2 above) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an aggregate dollar amount equal to the sum of (ix) one 1.5 times your highest Annual Base Salary in effect during the twelve-month period immediately prior to your termination of employment, and one-half (1.5y) 1.5 times the Executive's Base Salaryhighest Bonus Opportunity in effect during the twelve-month period immediately prior to your termination of employment, and (B) will pay for or reimburse all of your premiums for continuing your health care coverage and the coverage of your dependents who are covered at the time of your termination or resignation under the applicable provisions of COBRA for a period ending on the earlier of the date that is eighteen (18) months after the date of termination or resignation or the date on which you become eligible to be covered by the health care plans of another employer; provided however that any Employer obligation under clause (B) requires that you timely elect COBRA continuation coverage as required by applicable law (collectively, “Change in Control Severance Payments”) and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for extent you have not already vested in any LTIC Awards due to the fiscal year preceding Change in Control, (A) in the case of unvested LTIC Awards subject to time-based vesting, you will immediately vest in, options shall become exercisable, or cash or shares will be settled or distributed, representing 100% of any Unvested Awards, and (B) in the case of Unvested Awards subject to performance-based vesting, you will vest in, and options shall become exercisable, or cash or shares will be settled or distributed, as provided in the applicable LTIC Award agreement (“Change in Control Vesting”). Employer’s obligation to make Change in Control Severance Payments or provide the Change in Control (Vesting is conditioned upon your execution and delivery to Employer of a Release and such Release has become effective in accordance with its terms within 60 days following termination of your employment, and, without the amount consent of the Board’s Compensation Committee, you may not receive or retain any cash or exercise or dispose of any equity compensation that becomes CHICAGO/#2358909.3 vested or exercisable as a result of change in Control Vesting unless and until the Release has become effective. To the extent any LTIC Award agreement between the Company and you granting Unvested Awards to you contains provisions accelerating the vesting of such annual performance award extrapolated to Unvested Awards upon a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change that are more favorable to you than the Change in control event" under Control Vesting, then the Change in Control vesting provisions of such equity award agreement shall govern such Unvested Awards. Notwithstanding the installment payment schedule set forth above, if the Change in Control also satisfies Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur1.409A-3(i)(5), the amount in Section 3(b)(iclause (A) above shall will instead be provided paid in a single lump sum payment within the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) -day period following the date your employment ends, after and if the Release has become effective or, if required by Section 10.2, on such later date as is provided under Section 10.2 provided that the Release has become effective. In the event of your death prior to payment in full of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRAChange in Control Severance Payments, the Company shall permit pay your estate the Executive (and his dependents) to continue to participate, at the Company’s expense, remaining unpaid Change in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Control Severance Payments.

Termination Following a Change in Control. If, following the occurrence of a Change in Control that occurs at any time during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such 24 month period following a Change in Control, your employment with the Company is terminated without Cause or (ii) the Executive terminates his employment you resign for Good Reason Reason, Employer (i)(A) will pay you on the schedule set forth in Section 6.2 (i.e., ratably in equal monthly installments over a period of 18 months beginning sixty (60) days following such termination of employment (subject to the effectiveness of the Release as defined described below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to and including the catch‑up payment as described in Section 5 and Section 6 below: (a6.2 above) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an aggregate dollar amount equal to the sum of (ix) one 1.5 times your highest Annual Base Salary in effect during the twelve-month period immediately prior to your termination of employment, and one-half (1.5y) 1.5 times the Executive's Base Salaryhighest Bonus Opportunity in effect during the twelve-month period immediately prior to your termination of employment, and (B) will pay for or reimburse all of your premiums for continuing your health care coverage and the coverage of your dependents who are covered at the time of your termination or resignation under the applicable provisions of COBRA for a period ending on the earlier of the date that is eighteen (18) months after the date of termination or resignation or the date on which you become eligible to be covered by the health care plans of another employer; provided however that any Employer obligation under clause (B) requires that you timely elect COBRA continuation coverage as required by applicable law (collectively, “Change in Control Severance Payments”) and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for extent you have not already vested in any LTIC Awards due to the fiscal year preceding Change in Control, (A) in the case of unvested LTIC Awards subject to time-based vesting, you will immediately vest in, options shall become exercisable, or cash or shares will be settled or distributed, representing 100% of any Unvested Awards, and (B) in the case of Unvested Awards subject to performance-based vesting, you will vest in, and options shall become exercisable, or cash or shares will be settled or distributed, as provided in the applicable LTIC Award agreement (“Change in Control Vesting”). Employer’s obligation to make Change in Control Severance Payments or provide the Change in Control (Vesting is conditioned upon your execution and delivery to Employer of a Release and such Release has become effective in accordance with its terms within 60 days following termination of your employment, and, without the amount consent of the Board’s Compensation Committee, you may not receive or retain any cash or exercise or dispose of any equity compensation that becomes vested or exercisable as a result of change in Control Vesting unless and until the Release has become effective. To the extent any LTIC Award agreement between the Company and you granting Unvested Awards to you contains provisions accelerating the vesting of such annual performance award extrapolated to Unvested Awards upon a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change that are more favorable to you than the Change in control event" under Control Vesting, then the Change in Control vesting provisions of such equity award CHICAGO/#2358912.3 agreement shall govern such Unvested Awards. Notwithstanding the installment payment schedule set forth above, if the Change in Control also satisfies Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur1.409A-3(i)(5), the amount in Section 3(b)(iclause (A) above shall will instead be provided paid in a single lump sum payment within the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) -day period following the date your employment ends, after and if the Release has become effective or, if required by Section 10.2, on such later date as is provided under Section 10.2 provided that the Release has become effective. In the event of your death prior to payment in full of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRAChange in Control Severance Payments, the Company shall permit pay your estate the Executive (and his dependents) to continue to participate, at the Company’s expense, remaining unpaid Change in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Control Severance Payments.

Termination Following a Change in Control. If, within 12 months following the occurrence of a Change in Control that occurs during the Term (i) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such Change in Control, (x) Employer (or any successor to Employer) terminates Executive’s employment other than for Cause, or (y) Executive terminates employment for Good Reason, then: (i) Bank (or its successor) shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Accrued Salary; (ii) the Executive terminates his employment for Good Reason (as defined below) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject Subject to Section 5 and Section 6 below: 12 hereof, Bank (aor its successor) the Company will shall pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to the sum of (i) one and one-half (1.5) times the Executive's Base Salary, and (ii) one and one-half (1.5) times the amount of annual performance award, if any, paid (or payable pursuant to Section 3(a)(ii) above) to the Executive for the fiscal year preceding the Change in Control (with the amount of such annual performance award extrapolated to a full year amount in the event the Executive was not a full-time employee of the Company for the entirety of the preceding fiscal year); provided, however, that, if such Change in Control does not constitute a "change in control event" under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuationSeverance Amount, payable in accordance with the normal payroll practices of the Company, with the first payment made a lump sum in cash on the Company's next regular payday for its executives 60th day following the expiration Date of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health plan for a period of two (2) years after the date of the Qualifying Termination; (diii) If Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then during the Health Benefits Continuation Period, Bank (or its successor) shall pay to Executive the Health Coverage Benefit; (iv) To the extent not theretofore paid or provided, the Company Bank (or its successor) shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to timeOther Benefits; and (ev) Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount and the Health Coverage Benefit shall cease immediately upon Executive’s breach thereof. (vi) Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting as and to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards (as defined below) will become vested set forth in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(sSection 6(a)(vi).

Termination Following a Change in Control. IfNotwithstanding the provisions of Section 1.5 (Termination by Employer) or Section 1.6 (Termination by Employee) hereof, following the occurrence of a Change in Control that occurs during the Term twelve (i12) the Executive is terminated by the Company other than for Cause (as defined below) on or before the second anniversary of such month period after a Change in Control, or Employee may terminate his employment hereunder for a Change in Control. In such event and in lieu of any payments that Employee would be otherwise entitled to receive pursuant to this Agreement, Employer shall pay to Employee as severance pay and as liquidated damages (because actual damages are difficult to ascertain), in a lump sum, in cash, within thirty (30) days after termination, an amount which is equal to (i) five hundred thousand dollars ($500,000) plus (ii) the Executive terminates his employment for Good Reason three (as defined below3) on or before the second anniversary of such Change in Control (collectively with (i) above, a “Qualifying Termination”), then subject to Section 5 and Section 6 below: (a) the Company will pay to the Executive within ten (10) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts payable to the Executive through the date of termination (determined based on the Executive’s annual rate of base salary in effect on the date of the Qualifying Termination or, if higher, the rate in effect immediately prior to the date of the Change in Control (the “Base Salary”)), (ii) any earned but unpaid annual performance award for the prior fiscal year, (iii) any accrued but unused vacation pay through the date of the Qualifying Termination, and (iv) any unreimbursed business expenses incurred by the Executive prior to the date of the Qualifying Termination; (b) the Company will pay to the Executive in a cash lump sum on the fifty­-fifth (55th) day following the date of the Qualifying Termination an amount equal to times the sum of (iA) one and one-half Employee’s Base Salary as of the Date of Termination (1.5or such greater amount of Base Salary that was paid to Employee prior to any material salary reduction that serves as the basis for termination by Employee upon Company Breach) times the Executive's Base Salary, and (iiB) one and one-half the greater of (1.5x) times the amount of the annual performance award, if any, paid incentive payment that Employee received (or payable will receive) pursuant to Section 3(a)(ii1.4(b) above(Annual Incentive Payment) to the Executive for the fiscal year of Parent immediately preceding the Change in Control (with the amount of such annual performance award extrapolated to a full fiscal year amount in the event the Executive was not a full-time employee of the Company for Date of Termination or (y) the entirety average of the annual incentive payments made (or to be made) to Employee for each of the last three fiscal years of Parent immediately preceding the fiscal year)year that includes the Date of Termination; provided, however, that, that if such Change in Control does payment, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from Employer, including, but not constitute a "change in control event" limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under Treas. Reg. § 1.409A-3 (i)(5)(i) (applying for such purpose the minimal thresholds permitted to be used under Treas. Reg. §§1.409A-3(i)(5)(v), (vi) and (vii) for a change in control event to occur), the amount in Section 3(b)(i) above shall be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, with the first payment made on the Company's next regular payday for its executives following the expiration of the sixty (60) day period following the date of the Qualifying Termination (which first payment shall be retroactive to the date of the Qualifying Termination); (c) subject to the Executive’s election of continuation coverage under COBRA, the Company shall permit the Executive (and his dependents) to continue to participate, at the Company’s expense, in the Company’s group health any plan for a period the benefit of two (2) years after the date of the Qualifying Termination; (d) to the extent not theretofore paid or providedemployees, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time; and (e) to the extent not theretofore already vested, one hundred percent (100%) of the Executive’s then-outstanding and unvested Equity Awards would constitute an “excess parachute payment” (as defined below) in Section 280G of the Internal Revenue Code of 1986), then such payment or other benefit shall be reduced to the largest amount that will become vested not result in full. Ifreceipt by Employee of a parachute payment; and providedfurther, however, an outstanding Equity Award is to vest and/or that no such reduction shall be made if the amount of the award to vest is to be determined based on the achievement payment specified in clause (ii) of performance criteria, then the Equity Award will vest as to one hundred percent (100%this Section 1.7(b) would not independently constitute an “excess parachute payment.” The determination of the amount of the Equity Award assuming payment described in this Section shall be made by Parent’s independent auditors. In addition, Employee will be entitled to (X) the performance criteria had been achieved at target levels services of an outplacement consultant who is selected by Employer and reasonably acceptable to Employee and whose fees are paid by Employer and (Y) reimbursement from Employer for all reasonable costs and expenses (including without limitation, attorneys’ fees) incurred by Employee in enforcing the relevant performance period(sprovisions of this Section 1.7(b) or Section 1.8 (Employee Benefits after Termination) against Employer or Parent. Employee hereby acknowledges and agrees that the payments by Employer under this Section 1.7(b) shall be the sole and exclusive remedy of Employee for a termination of Employee’s employment pursuant to this Section 1.7(b), and Employee hereby waives any and all other remedies under law or in equity.