Board Uses in Base Salary Clause

Base Salary from Amended and Restated Employment Agreement

This Amended and Restated Employment Agreement (this "Employment Agreement"), dated July 7, 2017, is entered into by and between The Simply Good Foods Company, a Delaware corporation (the "Company"), and Joseph E. Scalzo, in his individual capacity ("Executive"). The "Effective Date" of this Employment Agreement shall be the Closing Date, as such term is defined in that certain Agreement and Plan of Merger, dated April 10, 2017 (the "Merger Agreement"), by and among Conyers Park Acquisition Corp., a Delaware corporation, the Company, Conyers Park Parent Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Parent Merger Sub"), Conyers Park Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent Merger Sub ("Company Merger Sub 1"), Conyers Park Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of Company Merger Sub 1 ("Company Merger Sub 2"), Conyers Park Merger Sub 3, Inc., a Delaware corporation and a

Base Salary. Executive's base salary shall be $715,000 per year (the "Base Salary"), starting as of the Effective Date, which Base Salary is (i) payable in installments, in accordance with the Company's standard payroll practices and policies for senior executives, (ii) subject to such withholding and other taxes as required by law or as otherwise permissible under such practices or policies and (iii) subject to increase (but not decrease) in the Board's discretion.

Base Salary from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is hereby entered into effective as of June 27, 2017 (the Effective Date), by and between Sun Bancorp, Inc. (the Company), a New Jersey corporation and the holding company for Sun National Bank, with its principal executive offices at 350 Fellowship Road, Suite 101, Mount Laurel, New Jersey 08054 (the Executive Offices), and Thomas M. OBrien (Executive). Any reference to the Bank in this Agreement shall mean Sun National Bank, or any successor to Sun National Bank.

Base Salary. The Company agrees to pay Executive during the Term a base salary at the rate of $750,000 per annum, payable in accordance with the customary payroll practices of the Company, or those of the Bank in accordance with Section 9(b). The Board or the Board (organization) values">Compensation Committee of the Board shall review annually the rate of Executives base salary based upon factors they deem relevant and may maintain or increase his base salary, provided that they shall not reduce the rate of base salary below the rate then in effect without Executives express written consent. In the absence of action by the Board, Executive shall continue to receive a base salary at the per annum rate specified above or, if another rate has been established under the provisions of this Section 3, the rate last properly established by action of the Board.

Base Salary from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is hereby entered into effective as of June 27, 2017 (the Effective Date), by and between Sun Bancorp, Inc. (the Company), a New Jersey corporation and the holding company for Sun National Bank, with its principal executive offices at 350 Fellowship Road, Suite 101, Mount Laurel, New Jersey 08054 (the Executive Offices), and Thomas M. OBrien (Executive). Any reference to the Bank in this Agreement shall mean Sun National Bank, or any successor to Sun National Bank.

Base Salary. The Company agrees to pay Executive during the Term a base salary at the rate of $750,000 per annum, payable in accordance with the customary payroll practices of the Company, or those of the Bank in accordance with Section 9(b). The Board or the Board (organization) values">Compensation Committee of the Board shall review annually the rate of Executives base salary based upon factors they deem relevant and may maintain or increase his base salary, provided that they shall not reduce the rate of base salary below the rate then in effect without Executives express written consent. In the absence of action by the Board, Executive shall continue to receive a base salary at the per annum rate specified above or, if another rate has been established under the provisions of this Section 3, the rate last properly established by action of the Board.

Base Salary from Employment Agreement

This Employment Agreement (Agreement) is dated this 15th day of June, 2017 (Effective Date) by and between John P. Miller (Miller) and Power Solutions International, Inc. (Company).

Base Salary. Millers base salary shall be $360,000 per annum, or such other increased rate as the Board may determine from time to time (as adjusted from time to time, the Base Salary), provided that no decreases in Base Salary may be made without the written consent of Miller unless the decrease affects all similarly situated senior management team members in the same relative proportion. Base Salary will be payable by the Company in regular semi-monthly installments in accordance with the Companys general payroll practices.

Base Salary from Employment Agreement

THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of October 1, 2015 (the "Effective Date"), by and among Esquire Financial Holdings, Inc., a Maryland corporation (the "Company"), its wholly-owned subsidiary, Esquire Bank, N.A., a national banking association with its main office in Garden City, New York (the "Bank"), and Dennis Shields, a resident of New York ("Executive").

Base Salary. During the Term of Executive's employment under this Agreement, the Bank shall pay to Executive for all services rendered by Executive under this Agreement a single base salary ("Base Salary") at the initial rate of $400,000 per annum, subject to possible subsequent increases from time to time as provided in the ensuing sentence of this paragraph (a), which Base Salary will be payable in accordance with the customary payroll practices of the Company and/or the Bank. The Company's Board and the Bank's Board shall review not less often than annually the then current per annum rate of Executive's Base Salary, based upon such factors as each board deems relevant, and in connection with any such review, may determine, acting jointly, to increase Executive's Base Salary above its then current per annum rate (in which event the new base salary shall become Executive's "Base Salary" under this Agreement), or to maintain Executive's Base Salary at its then current per annum rate. Under no circumstances, however, may the Company's Board and the Bank's Board, at any time during the Term of Executive's employment hereunder, acting jointly, determine to decrease Executive's Base Salary to a per annum rate below the per annum rate then in effect, nor may the Company and the Bank, acting jointly, decrease Executive's Base Salary to a per annum rate below the per annum rate then in effect, unless Executive shall have expressly consented in advance in writing to such decrease. In the absence of any review or other action by the Company's Board and the Bank's Board, acting jointly, regarding Executive's Base Salary in any calendar year during the Term of this Agreement, Executive shall continue to receive his Base Salary at the per annum rate then in effect, as last approved by such boards acting jointly.

Base Salary from Employment Agreement

THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of October 1, 2015 (the "Effective Date"), by and among Esquire Financial Holdings, Inc., a Maryland corporation (the "Company"), its wholly-owned subsidiary, Esquire Bank, N.A., a national banking association with its main office in Garden City, New York (the "Bank"), and Andrew C. Sagliocca, a resident of New York ("Executive").

Base Salary. During the Term of Executive's employment under this Agreement, the Bank shall pay to Executive for all services rendered by Executive under this Agreement a single base salary ("Base Salary") at the initial rate of $400,000 per annum, subject to possible subsequent increases from time to time as provided in the ensuing sentence of this paragraph (a), which Base Salary will be payable in accordance with the customary payroll practices of the Company and/or the Bank. The Company's Board and the Bank's Board shall review not less often than annually the then current per annum rate of Executive's Base Salary, based upon such factors as each board deems relevant, and in connection with any such review, may determine, acting jointly, to increase Executive's Base Salary above its then current per annum rate (in which event the new base salary shall become Executive's "Base Salary" under this Agreement), or to maintain Executive's Base Salary at its then current per annum rate. Under no circumstances, however, may the Company's Board and the Bank's Board, at any time during the Term of Executive's employment hereunder, acting jointly, determine to decrease Executive's Base Salary to a per annum rate below the per annum rate then in effect, nor may the Company and the Bank, acting jointly, decrease Executive's Base Salary to a per annum rate below the per annum rate then in effect, unless Executive shall have expressly consented in advance in writing to such decrease. In the absence of any review or other action by the Company's Board and the Bank's Board, acting jointly, regarding Executive's Base Salary in any calendar year during the Term of this Agreement, Executive shall continue to receive his Base Salary at the per annum rate then in effect, as last approved by such boards acting jointly.

Base Salary from Employment Agreement

THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of October 1, 2015 (the "Effective Date"), by and among Esquire Financial Holdings, Inc., a Maryland corporation (the "Company"), its wholly-owned subsidiary, Esquire Bank, N.A., a national banking association with its main office in Garden City, New York (the "Bank"), and Ari Kornhaber, a resident of New York ("Executive").

Base Salary. During the Term of Executive's employment under this Agreement, the Bank shall pay to Executive for all services rendered by Executive under this Agreement a single base salary ("Base Salary") at the initial rate of $350,000 per annum, subject to possible subsequent increases from time to time as provided in the ensuing sentence of this paragraph (a), which Base Salary will be payable in accordance with the customary payroll practices of the Company and/or the Bank. The Company's Board and the Bank's Board shall review not less often than annually the then current per annum rate of Executive's Base Salary, based upon such factors as each board deems relevant, and in connection with any such review, may determine, acting jointly, to increase Executive's Base Salary above its then current per annum rate (in which event the new base salary shall become Executive's "Base Salary" under this Agreement), or to maintain Executive's Base Salary at its then current per annum rate. Under no circumstances, however, may the Company's Board and the Bank's Board, at any time during the Term of Executive's employment hereunder, acting jointly, determine to decrease Executive's Base Salary to a per annum rate below the per annum rate then in effect, nor may the Company and the Bank, acting jointly, decrease Executive's Base Salary to a per annum rate below the per annum rate then in effect, unless Executive shall have expressly consented in advance in writing to such decrease. In the absence of any review or other action by the Company's Board and the Bank's Board, acting jointly, regarding Executive's Base Salary in any calendar year during the Term of this Agreement, Executive shall continue to receive his Base Salary at the per annum rate then in effect, as last approved by such boards acting jointly.

Base Salary from Employment Agreement

THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of October 1, 2015 (the "Effective Date"), by and among Esquire Financial Holdings, Inc., a Maryland corporation (the "Company"), its wholly-owned subsidiary, Esquire Bank, N.A., a national banking association with its main office in Garden City, New York (the "Bank"), and Eric Bader, a resident of New York ("Executive").

Base Salary. During the Term of Executive's employment under this Agreement, the Bank shall pay to Executive for all services rendered by Executive under this Agreement a single base salary ("Base Salary") at the initial rate of $350,000 per annum, subject to possible subsequent increases from time to time as provided in the ensuing sentence of this paragraph (a), which Base Salary will be payable in accordance with the customary payroll practices of the Company and/or the Bank. The Company's Board and the Bank's Board shall review not less often than annually the then current per annum rate of Executive's Base Salary, based upon such factors as each board deems relevant, and in connection with any such review, may determine, acting jointly, to increase Executive's Base Salary above its then current per annum rate (in which event the new base salary shall become Executive's "Base Salary" under this Agreement), or to maintain Executive's Base Salary at its then current per annum rate. Under no circumstances, however, may the Company's Board and the Bank's Board, at any time during the Term of Executive's employment hereunder, acting jointly, determine to decrease Executive's Base Salary to a per annum rate below the per annum rate then in effect, nor may the Company and the Bank, acting jointly, decrease Executive's Base Salary to a per annum rate below the per annum rate then in effect, unless Executive shall have expressly consented in advance in writing to such decrease. In the absence of any review or other action by the Company's Board and the Bank's Board, acting jointly, regarding Executive's Base Salary in any calendar year during the Term of this Agreement, Executive shall continue to receive his Base Salary at the per annum rate then in effect, as last approved by such boards acting jointly.

Base Salary from Employment Agreement

EMPLOYMENT AGREEMENT (this "Agreement"), dated April 30, 2017, between Liberty Tax, Inc. a Delaware corporation ("Company"), JTH Tax Inc., a Delaware corporation ("Subco" and together with Company, the "Employers"), and any of their respective successors, and Edward L. Brunot (the "Executive").

Base Salary. During the Employment Period, the Executive shall be paid a base salary by the Employers at an annual rate of Five Hundred Thousand Dollars ($500,000.00), payable in regular installments in accordance with the Employers' usual payment practices. In the event that the Executive is promoted to the position of Chief Executive Officer, the Executive's base salary shall be increased to an annual rate of Six Hundred Thousand Dollars ($600,000.00). The Board shall review Executive's base salary annually during the Employment Period (beginning after the fiscal year ending April 30, 2018) and may increase (but not decrease) that base salary from time-to-time, based on its periodic review of Executive's performance in accordance with the Company's regular policies and procedures. The Executive's annual base salary as in effect from time to time is hereinafter referred to as the "Base Salary."

Base Salary from Employment Agreement

This Employment Agreement (this "Agreement") is entered into effective March 31, 2017 (the "Effective Date") by and between Grey Cloak Tech Inc., a Nevada corporation (the "Company") and Joseph Nejman, an individual (the "Executive").

Base Salary. The Company will pay Executive as compensation for his services a base salary at the rate of $140,000 per annum commencing March 31, 2017, payable in installments consistent with the Company's normal payroll schedule, subject to applicable withholding and other taxes (the "Base Salary"), subject to deferment to the following month for any portion of the payment the Company is unable to make until Company has sufficient capital at which time any deferred amount will be paid as part of the subsequent monthly payment, subject thereafter to increase or decrease in the sole discretion of the Board in connection with each annual performance review cycle. Nothing in this section shall alter Executive at-will employment status.