Common use of Termination for Death or Disability Clause in Contracts

Termination for Death or Disability. If this Agreement is terminated due to the Executive’s death or Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) (i) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all earned and accrued, but unpaid Bonuses prorated to the date of the Executive’s death or Disability; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted by the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein.

Termination for Death or Disability. If this Agreement is terminated due to the Executive’s death or Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) (i) all accrued, but unpaid wagesunpaid, wages based on the Executive’s then current Base Salary, through the termination date; (ii) all earned and accrued, accrued but unpaid Bonuses bonuses prorated to the date of the Executive’s death or Disability; (iii) all approved, but unreimbursed, unreimbursed business expensesexpenses with respect to which Executive is entitled to reimbursement as provided herein, provided that that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted by the Executive (or by the Executive’s guardian, the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of Executive’s Death or Disability, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.3, shall occur upon vesting pursuant to this Section 7.3, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as provided in Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein.

Termination for Death or Disability. If this Agreement the Executive’s employment is terminated during the Term due to the Executive’s death or by the Company due to the Executive’s Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) (i) all accrued, but unpaid wagesunpaid, wages based on the Executive’s then current Base Salary, through the termination date; (ii) all any earned and accrued, but unpaid Bonuses prorated bonus relating to the date of year prior to the Executive’s death or Disabilitytermination date; (iii) all approved, but unreimbursed, unreimbursed business expensesexpenses with respect to which Executive is entitled to reimbursement as provided herein, provided that that, with respect to reimbursements, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted by the Executive (or by the Executive’s guardian, the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of such amounts under subparagraphs (i), (ii), (iii) (with respect to reimbursement requests submitted prior to the amounts listed in this Section 7.3 termination date), and (iv) shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty thirty (6030) business days of after the Executive’s termination date; provided that with respect to those reimbursement requests submitted after the termination date, with the payment date will be determined by the Company in its sole discretion, subject to Section 9 hereof. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, if the Executive’s employment is terminated during the Term due to the Executive’s death or by the Company due to the Executive’s Disability, the Executive shall be entitled to vest in a prorated portion of his outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), without any action by the Board or any committee thereof. The prorated portion of each award (or each tranche of each award, if the award vests in installments) that will vest will be equal to the product of (a) multiplied by (b), where (a) equals (1) with respect to awards subject only to service-based vesting conditions, the total number of shares or units subject to the award (or to each tranche of the award, if the award vests in installments) that remain unvested as of the date of the Executive’s termination, and (2) with respect to awards with performance-based vesting conditions, the total number of unvested shares or units that would have vested based on actual performance through the applicable performance period had the Executive remained employed (determined separately with respect to each tranche of an award that vests in installments), and (b) is a fraction, the numerator of which is the number of days during the applicable Vesting Period (as that term is defined below) that the Executive was employed, and the denominator of which is the total number of days in the Vesting Period. For this purpose, the “Vesting Period” means the total number of days between the grant date (or the vesting commencement date, if it precedes the grant date) and the date the award (or the applicable tranche thereof, if the award vests in installments) would vest assuming the applicable service and/or performance conditions are satisfied (disregarding for this purpose any provisions that could result in accelerated vesting). With respect to awards that vest in installments, the Vesting Period shall be determined separately with respect to each such installment or tranche. Awards with only service-based vesting conditions will vest (and, as applicable, be settled or become exercisable) as of the date of the Executive’s termination. Awards with performance-based vesting conditions will vest (and, as applicable, be settled or become exercisable), if at all, at the same time the award would have vested had the Executive’s employment not terminated. For example, if an award of 300 restricted stock units granted on January 1st vests based on continued services in equal 1/3 installments on each anniversary of the grant date, and the Executive’s employment terminates on the 18 month anniversary of the grant date, the Executive would vest, on his date of termination, in 125 (75% of the second installment and 50% of the third installment) of the remaining 200 unvested restricted stock units, and the remaining 75 restricted stock units would be forfeited. If the same grant had contained performance-based vesting conditions applicable to each installment, the Executive would vest in 75% of the number of units earned with respect to the second installment and 50% of the number of restricted stock units earned with respect to the third installment, with the number of units earned being based on actual performance during the second and third years, respectively, and with the restricted stock units vesting and being settled on each of the dates the award would have vested and been settled on or following the second and third anniversaries of the grant date had the Executive’s employment not terminated. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.3, shall occur upon vesting pursuant to this Section 7.3, provided such early settlement would not result in taxation under Section 409A and subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as provided in Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein.

Termination for Death or Disability. If this Agreement is terminated due to Executive’s employment hereunder shall terminate upon Executive’s death or Disability (as defined below). In the event of Executive’s death or Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as or beneficiaries in the case may beof death) shall have no right to receive any compensation or benefit hereunder or otherwise from Employer on and after the date of termination of employment other than (ia) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of the Executivetermination of employment (which shall be paid on Employer’s death or Disability; next scheduled payroll date), (iiib) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted any bonus and/or incentive award earned in accordance with the Companyterms of Employer’s policies and submitted by the plan in a prior calendar year then unpaid to Executive (or which shall be paid on the Executive’s estate and/or beneficiariesdate such bonus is distributed to other executives in like positions), as the case may be) within sixty (60c) business days of the Executive’s termination date; and expense reimbursement pursuant to Section 6, (ivd) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior benefits provided pursuant to Section 5 (including but not limited to any unused vacation pay through the date of termination, to the extent theretofore unpaid), subject to the terms and conditions applicable thereto, and (e) a lump sum payment equal to eighteen (18) times (or such lesser period that pro rata bonus and/or incentive award determined in accordance with Section 4, above, for the year of termination based on the amount Executive and/or the would have earned but for Executive’s eligible dependents are entitled to under COBRA) termination, which shall be paid at the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents time such bonus and/or incentive award would have been paid in the month immediately preceding the date ordinary course. For purposes of termination; providedthis Section 13, however, that the Executive or the Disability is defined as Executive’s eligible dependents shall be solely responsible incapacity, certified by a licensed physician selected by Employer (“Employer’s Physician”), which precludes Executive from performing the essential functions of Executive’s duties hereunder for any requirements which must be satisfied consecutive period of three (3) months or actions that must be taken in order to obtain such COBRA continuation coveragemore. Payment In the event Executive disagrees with the conclusions of the amounts listed in this Section 7.3 shall be made by the Company to the Employer’s Physician, Executive (or the Executive’s estate and/or beneficiaries, as the case may berepresentative) within sixty shall designate a physician (60) days of the “Executive’s termination datePhysician”), and Employer’s Physician and Executive’s Physician shall jointly select a third physician (“Third Physician”), who shall make the determination. Executive hereby consents to any examination or to provide or authorize access to any medical records that may be reasonably required by Employer’s Physician or the Third Physician in connection with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue any determination to be bound by made pursuant to this Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein13.

Termination for Death or Disability. If this Agreement is terminated due The Company may terminate Executive's employment for disability in the event Executive has been unable to perform his material duties hereunder for six (6) consecutive months because of physical or mental incapacity by giving Executive notice of such termination while such continuing incapacity continues (a "Disability Termination"). Executive's employment shall automatically terminate on Executive's death. In the event Executive’s 's employment with the Company terminates during the Employment Term by reason of Executive's death or Disabilitya Disability Termination, then upon the date of such termination, (i) the Stock Option and all other stock option or equity grants to Executive shall vest in full so as to become fully exercisable, (ii) the Company will shall promptly pay the and provide Executive (or in the event of Executive’s estate and/or beneficiaries's death, as the case may beExecutive's estate) (iA) all accrued, but any unpaid wages, based on the Executive’s then current Base Salary, Salary through the termination date; (ii) all earned and accrued, but unpaid Bonuses prorated to the date of termination and any accrued vacation, (B) any unpaid bonus accrued with respect to the Executive’s death fiscal year ending on or Disability; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted by the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to preceding the date of termination, a lump sum payment equal to eighteen (18C) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium reimbursement for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding any unreimbursed expenses incurred through the date of termination; providedtermination and (D) all other payments, howeverbenefits or fringe benefits to which Executive may be entitled subject to and in accordance with, that the Executive terms of any applicable compensation arrangement or the Executive’s eligible dependents shall be solely responsible for any requirements benefit, equity or fringe benefit plan or program or grant and amounts which must be satisfied or actions that must be taken in order may become due under Sections 6, 9 and 10 hereof (collectively, items under (ii) are referred to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by as "Accrued Benefits"), and (iii) the Company shall pay to Executive at the time other senior executives are paid under any Variable Pay Plan or cash bonus or long term incentive plan, a pro-rata bonus equal to the amount Executive would have received if employment continued (or without any discretionary cutback) multiplied by a fraction where the numerator is the number of days in each respective bonus period prior to Executive’s estate and/or beneficiaries, as 's termination and the case may be) within sixty denominator is the number of days in the bonus period (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein"Prorated Bonus").

Termination for Death or Disability. If this Agreement is terminated due to the Executive’s death or Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) (i) all accrued, accrued but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all earned and accrued, but unpaid Bonuses prorated to the date of the Executive’s death or Disability; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted by the Executive within five (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (605) business days of the Executive’s termination date; (iii) all earned and accrued but unpaid Bonuses prorated to the date of Executive’s death or Disability; and (iv) if any COBRA continuation coverage premiums required for the coverage of Executive is participating in and Executive’s eligible dependents under the Company’s major medical group medical, vision and dental health plan immediately prior to the date for a period of termination, a lump sum payment equal up to eighteen (18) times months (or such lesser or, if less, the period that the Executive and/or the and Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under provisions of COBRA) to provide medical), vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the and Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coveragecoverage other than the payment of COBRA premiums. Payment of the amounts listed in this Section 7.3 6(c)(i), (ii) and (iii) shall be made by the Company to the Executive within thirty (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (6030) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive Executive, including under any provision of this Agreement, Company policy or otherwise; however, the Executive shall continue to be bound by Section 10 8 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein.

Termination for Death or Disability. If this Agreement is terminated due In the event that the Grantee’s employment terminates by reason of death or Disability the forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the Executivedate that the Grantee’s employment terminates by reason of death or Disability shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and the Grantee or in the case of the Grantee’s death, his or her estate or heirs, shall be entitled to receive a like number of shares of the Company’s Common Stock, without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 20__ will be equal to or less than ____%. Such shares shall be issued to the Grantee, or in the case of the Grantee’s death, his or her estate or heirs, on a date selected by the Company but in no event later than the seventy-fifth (75th) day following the date of the Grantee’s termination of employment on account of death or Disability. In addition, as of the date the Grantee’s employment terminates on account of death or Disability, then as applicable, the Company will pay forfeiture restrictions shall lapse on that number of Performance Units granted under this Agreement for which the Executive (or the Executive’s estate and/or beneficiaries, Performance Period was not completed as of such date as the case Compensation Committee may be) (i) all accrued, but unpaid wagesdetermine, based on the ExecutiveCompany’s then current Base Salary, through actual performance in respect of the termination date; (ii) all earned and accrued, but unpaid Bonuses prorated Performance Measures related to the Performance Units for the period from the date of this Agreement through the Executivedate the Grantee’s employment terminates on account of death or Disability; (iii) all approved, but unreimbursedas applicable, business expensesas would be expected to lapse for those Performance Periods that are not yet completed, provided that or if such number of Performance Units is not then determinable, in the Target Amount of Performance Units, and the Grantee, or in the case of the Grantee’s death, his or her estate or heirs, shall be entitled to receive a request for reimbursement like number of business expenses is submitted in accordance with shares of the Company’s policies and submitted by the Executive (Common Stock, without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 20__ will be equal to or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days less than ____%. Any shares of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior Common Stock issued pursuant to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents sentence shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made issued on a date selected by the Company to but in no event later than the Executive seventy-fifth (75th) day following the date the Grantee’s employment terminates on account of death or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided hereinDisability.

Termination for Death or Disability. If this Agreement is and Executive’s employment are terminated due by death or because of Disability pursuant to Section 4.2, Hasbro shall pay to Executive’s estate or to Executive, as the case may be, the compensation which would otherwise be payable to Executive up to the end of the month in which the termination of Executive’s employment because of death or Disability occurs, plus Hasbro shall pay Executive (or his estate, if applicable) an amount equal to the annual management incentive plan bonus that would have been otherwise payable to Executive for the fiscal year in which termination of employment occurs based on the actual performance of Hasbro for such year, and assuming Executive’s employment had not terminated prior to the payment date for such bonus, multiplied by a fraction, the numerator of which is the number of days elapsed in the fiscal year of termination of employment through the date of such termination, and the denominator of which is 365 (the “Pro-Rata Bonus”), which amount shall be payable to Executive at its regularly scheduled payment date. The PSAs granted under the “Retention Grant” described in the Earlier Agreement shall become vested as provided below, without proration. In the event of the termination of Executive's employment for death, the Retention Grant PSAs shall vest at target, whereas in the event of termination for Disability, vesting shall be based on achievement of the applicable targets during the full relevant Performance Period, as defined under the PSA. In addition, in the event of the termination of Executive's employment for death or Disability, and, if and to the extent the Stock Price Component of the Special Equity Award was satisfied prior to Executive’s death or Disability, then the Company will pay Service Component for that award shall be waived and the shares shall vest immediately. All other stock options, restricted stock units, contingent performance share awards and performance share awards, including those covered by the equity adjustment referenced in Section 3.4 (each, an “Award”) granted to Executive (or the Executive’s estate and/or beneficiaries, as the case may be) (i) all accrued, but unpaid wages, based shall vest on the Executive’s then current Base Salary, through the termination date; (ii) all earned and accrued, but unpaid Bonuses prorated to the date of the Executive’s death or Disability; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted Disability in accordance with the Company’s policies relevant agreements and submitted by plans, provided that if any such Award consists of unvested contingent stock performance or performance share award (including, for the Executive (or avoidance of doubt and as set forth above, the Retention Grant PSAs in the event of the termination of Executive’s estate and/or beneficiariesemployment for Disability), Executive shall be entitled to the number of shares of common stock, if any, that would have been earned (had Executive’s employment not ended) based on achievement of the applicable targets during the full relevant Performance Period (as defined under the Award). All shares to be distributed pursuant to any of the foregoing awards, if any (other than options), shall be provided to Executive or his estate, as applicable, within thirty (30) days after the case may be) within sixty (60) business days evaluation of the Executive’s termination date; applicable Performance Period is completed (or, if actual performance is not relevant to any vesting determination, at such earlier time as otherwise provided under the terms of the relevant agreements or plans), except as may be required under Section 12.5 hereof, and the stock options shall remain exercisable in accordance with the relevant agreements and plans (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period provided that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount stock options shall remain exercisable for a period of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, includingone year, but not limited to, the obligations contained in this Agreement that survive longer than the expiration or earlier termination of this Agreement, as provided hereinthe original maximum term of the stock option).

Termination for Death or Disability. If this Agreement is terminated due to In the event of the Executive’s death or Disabilitydeath, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) (i) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all earned and accrued, but unpaid Bonuses prorated to Date of Termination shall be the date of the Executive’s death death. The Company may terminate the Executive’s employment for Disability at the end of any calendar month during the continuance of such Disability upon at least 30 calendar days’ prior written notice to the Executive. “Disability” shall mean the Executive’s inability to substantially perform his duties hereunder by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever) (all such occurrences being herein referred to as “Disability; ”) and the Executive’s failure to substantially perform such duties for a period aggregating 180 days as a result thereof, whether or not continuous, in any continuous period of 360 days. The Board shall determine, in its good faith judgment and upon consultation with, and after obtaining advance from, such medical advisors as it deems appropriate, including those of the Executive, whether or not the Executive has a Disability for purposes of this Agreement, and the Board shall provide notice of such determination to the Executive. In the event that the Executive disagrees with the Board’s determination as to his Disability, the Executive shall notify the Board in writing of such disagreement within fifteen (iii15) all approveddays of such determination regarding Disability by the Board (the “Disability Notice”). Upon the Board’s receipt of the Disability Notice, but unreimbursedthe determination of the Executive’s Disability shall be settled by binding arbitration in New York, business expensesNew York (unless the parties agree in writing to a different location), provided that before a request for reimbursement of business expenses is submitted single arbitrator selected in accordance with the Company’s policies and submitted rules of the American Arbitration Association then in effect. In any such arbitration proceeding the parties agree to provide all discovery deemed necessary by the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; arbitrator. The decision and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof. Fees and costs for the arbitration shall be split evenly between Executive and the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date unless otherwise determined by the Company in its sole discretionarbitrator. The Company shall have no No other obligations dispute or disagreement arising out of or related to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive shall be subject to arbitration unless the expiration or earlier termination of this Agreement, as provided hereinparties agree otherwise.

Termination for Death or Disability. If this Agreement is terminated due to Executive's employment hereunder shall terminate upon Executive's death or Disability (as defined below). In the event of Executive’s 's death or Disability, then the Company will pay the Executive (or the Executive’s 's estate and/or beneficiaries, as or beneficiaries in the case may beof death) shall have no right to receive any compensation or benefit hereunder or otherwise from Employer on and after the date of termination of employment other than (ia) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of termination of employment (which shall be paid on Employer's next scheduled payroll date), (b) any bonus earned in a prior calendar year then unpaid to Executive (which shall be paid on the Executive’s death or Disability; date such bonus is distributed to other executives in like positions), (iiic) all approvedbusiness expense reimbursement pursuant to Section 6, but unreimbursed(d) benefits provided pursuant to Section 5, business expensessubject to the terms and conditions applicable thereto, provided that and (e) a request for reimbursement of business expenses is submitted pro rata bonus determined in accordance with Section 4, above, for the Company’s policies and submitted year of termination based on the amount Executive would have earned but for Executive's termination, which shall be paid at the time such bonus would have been paid in the ordinary course. For purposes of this Section 13, Disability is defined as Executive's incapacity, certified by a licensed physician selected by Employer ("Employer's Physician"), which precludes Executive from performing the essential functions of Executive's duties hereunder for any consecutive period of three (3) months or more. In the event Executive disagrees with the conclusions of Employer's Physician, Executive (or Executive's representative) shall designate a physician ("Executive's Physician"), and Employer's Physician and Executive's Physician shall jointly select a third physician ("Third Physician"), who shall make the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the determination. Executive is participating in the Company’s group medical, vision and dental plan immediately prior hereby consents to the date of termination, a lump sum payment equal to eighteen (18) times (any examination or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance or authorize access to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, any medical records that the Executive may be reasonably required by Employer's Physician or the Executive’s eligible dependents shall Third Physician in connection with any determination to be solely responsible for any requirements which must be satisfied or actions that must be taken in order made pursuant to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein13.

Termination for Death or Disability. If this Agreement is terminated due In the event that the Grantee’s employment terminates by reason of death or Disability the forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the Executivedate that the Grantee’s employment terminates by reason of death or Disability shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and the Grantee or in the case of the Grantee’s death, his or her estate or heirs, shall be entitled to receive a like number of shares of the Company’s Common Stock, without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2023 will be equal to or less than ___%. Such shares shall be issued to the Grantee, or in the case of the Grantee’s death, his or her estate or heirs, on a date selected by the Company but in no event later than the seventy-fifth (75th) day following the date of the Grantee’s termination of employment on account of death or Disability. In addition, as of the date the Grantee’s employment terminates on account of death or Disability, then as applicable, the Company will pay forfeiture restrictions shall lapse on that number of Performance Units granted under this Agreement for which the Executive (or the Executive’s estate and/or beneficiaries, Performance Period was not completed as of such date as the case Compensation Committee may be) (i) all accrued, but unpaid wagesdetermine, based on the ExecutiveCompany’s then current Base Salary, through actual performance in respect of the termination date; (ii) all earned and accrued, but unpaid Bonuses prorated Performance Measures related to the Performance Units for the period from the date of this Agreement through the Executivedate the Grantee’s employment terminates on account of death or Disability; (iii) all approved, but unreimbursedas applicable, business expensesas would be expected to lapse for those Performance Periods that are not yet completed, provided that or if such number of Performance Units is not then determinable, in the Target Amount of Performance Units, and the Grantee, or in the case of the Grantee’s death, his or her estate or heirs, shall be entitled to receive a request for reimbursement like number of business expenses is submitted in accordance with shares of the Company’s policies and submitted by the Executive (Common Stock, without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2023 will be equal to or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days less than ___%. Any shares of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior Common Stock issued pursuant to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents sentence shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made issued on a date selected by the Company to but in no event later than the Executive seventy-fifth (75th) day following the date the Grantee’s employment terminates on account of death or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided hereinDisability.

Termination for Death or Disability. If this Agreement the Executive’s employment is terminated during the Term due to the Executive’s death or by the Company due to the Executive’s Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) (i) all accrued, but unpaid wagesunpaid, wages based on the Executive’s then current Base Salary, through the termination date; (ii) all any earned and accrued, but unpaid Bonuses prorated bonus relating to the date of year prior to the Executive’s death or Disabilitytermination date; (iii) all approved, but unreimbursed, unreimbursed business expensesexpenses with respect to which Executive is entitled to reimbursement as provided herein, provided that that, with respect to reimbursements, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted by the Executive (or by the Executive’s guardian, the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of such amounts under subparagraphs (i), (ii), (iii) (with respect to reimbursement requests submitted prior to the amounts listed in this Section 7.3 termination date), and (iv) shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty thirty (6030) business days of after the Executive’s termination date; provided that with respect to those reimbursement requests submitted after the termination date, with the payment date will be determined by the Company in its sole discretion, subject to Section 9 hereof. The Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of Executive’s Death or Disability, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.3, shall occur upon vesting pursuant to this Section 7.3, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as provided in Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein.

Termination for Death or Disability. If this Agreement is terminated due to the and Executive’s employment are terminated by death or Disabilitybecause of Disability pursuant to Section 4.2, then the Company will Hasbro shall pay the Executive (or the to Executive’s estate and/or beneficiariesor to Executive, as the case may be, the compensation which would otherwise be payable to Executive up to the end of the month in which the termination of Executive’s employment because of death or Disability occurs, plus Hasbro shall pay Executive (or his estate, if applicable) (i) all accrued, but unpaid wages, an amount equal to the annual management incentive plan bonus that would have been otherwise payable to Executive for the fiscal year in which termination of employment occurs based on the actual performance of Hasbro for such year, and assuming Executive’s then current Base Salaryemployment had not terminated prior to the payment date for such bonus, multiplied by a fraction, the numerator of which is the number of days elapsed in the fiscal year of termination of employment through the termination date; (ii) all earned and accrued, but unpaid Bonuses prorated to the date of such termination, and the denominator of which is 365 (the “Pro-Rata Bonus”), which amount shall be payable to Executive at its regularly scheduled payment date. The PSU's granted under the Retention Grant shall become vested as provided below, without proration. In the event of the termination of Executive's employment for death, the Retention Grant PSU’s shall vest at target, whereas in the event of termination for Disability, vesting shall be based on achievement of the applicable targets during the full relevant Performance Period, as defined under the PSU. All other stock options, restricted stock, restricted stock units, contingent performance share awards and performance share unit awards (each, an “Award”) granted to Executive shall vest on death or Disability; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted Disability in accordance with the Companyrelevant agreements and plans, provided that if any such Award consists of unvested contingent stock performance or performance share unit award (including, for the avoidance of doubt and as set forth above, the PSU’s policies and submitted by granted under the Executive (or Retention Grant in the event of the termination of Executive’s estate and/or beneficiariesemployment for Disability), Executive shall be entitled to the number of shares of common stock, if any, that would have been earned (had Executive’s employment not ended) based on achievement of the applicable targets during the full relevant Performance Period (as defined under the Award). All shares to be distributed pursuant to any of the foregoing awards, if any (other than options), shall be provided to Executive or his estate, as applicable, within thirty (30) days after the case may be) within sixty (60) business days evaluation of the Executive’s termination date; applicable Performance Period is completed (or, if actual performance is not relevant to any vesting determination, at such earlier time as otherwise provided under the terms of the relevant agreements or plans), and the stock options shall remain exercisable in accordance with the relevant agreements and plans (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period provided that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount stock options shall remain exercisable for a period of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, includingone year, but not limited to, the obligations contained in this Agreement that survive longer than the expiration or earlier termination of this Agreement, as provided hereinthe original maximum term of the stock option).

Termination for Death or Disability. If this Agreement is terminated due In the event that the Grantee’s employment terminates by reason of death or Disability the forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the Executivedate that the Grantee’s employment terminates by reason of death or Disability shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and the Grantee or in the case of the Grantee’s death, his or her estate or heirs, shall be entitled to receive a like number of shares of the Company’s Common Stock, without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2022 will be equal to or less than [__]%. Such shares shall be issued to the Grantee, or in the case of the Grantee’s death, his or her estate or heirs, on a date selected by the Company but in no event later than the seventy-fifth (75th) day following the date of the Grantee’s termination of employment on account of death or Disability. In addition, as of the date the Grantee’s employment terminates on account of death or Disability, then as applicable, the Company will pay forfeiture restrictions shall lapse on that number of Performance Units granted under this Agreement for which the Executive (or the Executive’s estate and/or beneficiaries, Performance Period was not completed as of such date as the case Compensation Committee may be) (i) all accrued, but unpaid wagesdetermine, based on the ExecutiveCompany’s then current Base Salary, through actual performance in respect of the termination date; (ii) all earned and accrued, but unpaid Bonuses prorated Performance Measures related to the Performance Units for the period from the date of this Agreement through the Executivedate the Grantee’s employment terminates on account of death or Disability; (iii) all approved, but unreimbursedas applicable, business expensesas would be expected to lapse for those Performance Periods that are not yet completed, provided that or if such number of Performance Units is not then determinable, in the Target Amount of Performance Units, and the Grantee, or in the case of the Grantee’s death, his or her estate or heirs, shall be entitled to receive a request for reimbursement like number of business expenses is submitted in accordance with shares of the Company’s policies and submitted by the Executive (Common Stock, without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2022 will be equal to or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days less than [__]%. Any shares of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior Common Stock issued pursuant to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents sentence shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made issued on a date selected by the Company to but in no event later than the Executive seventy-fifth (75th) day following the date the Grantee’s employment terminates on account of death or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided hereinDisability.

Termination for Death or Disability. If this This Agreement is terminated due to the Executive’s death or Disabilityshall terminate automatically, then the Company will pay the Executive (or the and Executive’s estate and/or beneficiariesshall not be entitled to any termination remedies or payments other than those in this subsection (c), upon Executive’s death. In the event of termination of Executive’s employment as a result of death, the case may be) Company shall (i) all accrued, but unpaid wages, based on the continue to pay to Executive’s estate, on a monthly basis, his then current Base Salary, through Salary for a period of six (6) months from the termination datedate of death; (ii) all pay to Executive’s estate, at the time of payment of bonuses to other officers of IntraLinks, a pro-rata portion of any annual bonus earned by Executive (and accruednot yet paid) provided that any targets or other requirements set by IntraLinks in connection with the grant of such bonus have been met; and (iii) pay to Executive any other amounts earned, but unpaid Bonuses prorated accrued or owing to Executive under this Agreement through the date of death but not yet paid. This Agreement shall terminate at the option of the Company, and Executive’s death estate shall not be entitled to any termination remedies or Disabilitypayments other than those in this subsection (c), if Executive shall suffer “disability.” For purpose hereof, “disability” shall be defined to mean Executive’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for a period of forty-five (45) days from the date of such disability as determined by an approved medical doctor selected by the mutual agreement of the parties hereto. In the event that the parties hereto cannot agree on an approved medical doctor, each party shall select a medical doctor and the two doctors shall select a third medical doctor who shall serve as the approved medical doctor hereunder. intraLinks shall notify Executive in writing of its decision to terminate this Agreement due to Executive’s disability. In the event of termination of Executive’s employment as a result of “disability,” the Company shall (i) pay to Executive, on a monthly basis, for a period of six (6) months from the date of disability, an amount equal to his monthly Base Salary minus any monthly payment received by Executive from any Company purchased disability policy; (ii) pay to Executive, at the time of payment of bonuses to other officers of IntraLinks, a pro-rata portion of any bonus earned by Executive (and not yet paid) provided that any targets or other requirements set by IntraLinks in connection with the grant of such bonus have been met; and (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted by the Executive (or the continue Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating participation in the Company’s group medical, vision and dental plan Company benefit plans in which he participated immediately prior to the date of termination, such termination for a lump sum payment period equal to eighteen the lesser of (18A) times twelve (12) months or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA(B) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment remainder of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination term of this Agreement, as provided herein.

Termination for Death or Disability. If this Agreement is terminated due to the Executive’s death or Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) (i) all accrued, but unpaid wagesunpaid, wages based on the Executive’s then current Base Salary, through the termination date; (ii) all earned and accrued, accrued but unpaid Bonuses bonuses prorated to the date of the Executive’s death or Disability; (iii) all approved, but unreimbursed, unreimbursed business expensesexpenses with respect to which Executive is entitled to reimbursement as provided herein, provided that that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted by the Executive (or by the Executive’s guardian, the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made by the Company to the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of Executive’s Death or Disability, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.3, shall occur upon vesting pursuant to this Section 7.3 subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as provided in Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein.

Termination for Death or Disability. If this Agreement is terminated due In the event that the Grantee’s employment terminates by reason of death or Disability the forfeiture restrictions on those Performance Units earned by the Grantee for any Performance Period ended prior to the Executivedate that the Grantee’s employment terminates by reason of death or Disability shall lapse, without regard to whether the Grantee shall have completed the applicable Required Employment Period, and the Grantee or in the case of the Grantee’s death, his or her estate or heirs, shall be entitled to receive a like number of shares of the Company’s Common Stock, without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2024 will be equal to or less than [ ]. Such shares shall be issued to the Grantee, or in the case of the Grantee’s death, his or her estate or heirs, on a date selected by the Company but in no event later than the seventy-fifth (75th) day following the date of the Grantee’s termination of employment on account of death or Disability. In addition, as of the date the Grantee’s employment terminates on account of death or Disability, then as applicable, the Company will pay forfeiture restrictions shall lapse on that number of Performance Units granted under this Agreement for which the Executive (or the Executive’s estate and/or beneficiaries, Performance Period was not completed as of such date as the case Compensation Committee may be) (i) all accrued, but unpaid wagesdetermine, based on the ExecutiveCompany’s then current Base Salary, through actual performance in respect of the termination date; (ii) all earned and accrued, but unpaid Bonuses prorated Performance Measures related to the Performance Units for the period from the date of this Agreement through the Executivedate the Grantee’s employment terminates on account of death or Disability; (iii) all approved, but unreimbursedas applicable, business expensesas would be expected to lapse for those Performance Periods that are not yet completed, provided that or if such number of Performance Units is not then determinable, in the Target Amount of Performance Units, and the Grantee, or in the case of the Grantee’s death, his or her estate or heirs, shall be entitled to receive a request for reimbursement like number of business expenses is submitted in accordance with shares of the Company’s policies and submitted by the Executive (Common Stock, without regard to whether Pinnacle Bank’s NPA Ratio as of December 31, 2024 will be equal to or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) business days less than [ ]. Any shares of the Executive’s termination date; and (iv) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior Common Stock issued pursuant to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents sentence shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.3 shall be made issued on a date selected by the Company to but in no event later than the Executive seventy-fifth (75th) day following the date the Grantee’s employment terminates on account of death or the Executive’s estate and/or beneficiaries, as the case may be) within sixty (60) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided hereinDisability.

Termination for Death or Disability. If this Agreement is terminated due to Executive’s employment hereunder shall terminate upon Executive’s death or Disability (as defined below). In the event of Executive’s death or Disability, then the Company will pay the Executive (or the Executive’s estate and/or beneficiaries, as or beneficiaries in the case may beof death) shall have no right to receive any compensation or benefit hereunder or otherwise from Employer on and after the date of termination of employment other than (ia) all accrued, but unpaid wages, based on the Executive’s then current Base Salary, through the termination date; (ii) all Salary earned and accrued, but unpaid Bonuses prorated to the date of the Executivetermination of employment (which shall be paid on Employer’s death or Disability; next scheduled payroll date), (iiib) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted any bonus and/or incentive award earned in accordance with the Companyterms of Employer’s policies and submitted by the plan in a prior calendar year then unpaid to Executive (or which shall be paid on the Executive’s estate and/or beneficiariesdate such bonus is distributed to other Senior Executives in like positions), as the case may be) within sixty (60c) business days of the Executive’s termination date; and expense reimbursement pursuant to Section 6, (ivd) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior benefits provided pursuant to Section 5 (including but not limited to any unused vacation pay through the date of termination, to the extent theretofore unpaid), subject to the terms and conditions applicable thereto, and (e) a lump sum payment equal to eighteen (18) times (or such lesser period that pro rata bonus and/or incentive award determined in accordance with Section 4, above, for the year of termination based on the amount Executive and/or the would have earned but for Executive’s eligible dependents are entitled to under COBRA) termination, which shall be paid at the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents time such bonus and/or incentive award would have been paid in the month immediately preceding the date ordinary course. For purposes of termination; providedthis Section 13, however, that the Executive or the Disability is defined as Executive’s eligible dependents shall be solely responsible incapacity, certified by a licensed physician selected by Employer (“Employer’s Physician”), which precludes Executive from performing the essential functions of Executive’s duties hereunder for any requirements which must be satisfied consecutive period of three (3) months or actions that must be taken in order to obtain such COBRA continuation coveragemore. Payment In the event Executive disagrees with the conclusions of the amounts listed in this Section 7.3 shall be made by the Company to the Employer’s Physician, Executive (or the Executive’s estate and/or beneficiaries, as the case may berepresentative) within sixty shall designate a physician (60) days of the “Executive’s termination datePhysician”), and Employer’s Physician and Executive’s Physician shall jointly select a third physician (“Third Physician”), who shall make the determination. Executive hereby consents to any examination or to provide or authorize access to any medical records that may be reasonably required by Employer’s Physician or the Third Physician in connection with the payment date determined by the Company in its sole discretion. The Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue any determination to be bound by made pursuant to this Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein13.