Common use of Expiration of the Term, For Cause, or Without Good Reason Clause in Contracts

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and Executive’s employment hereunder may be terminated upon (x) either party’s election not to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank for Cause, or (z) by the Executive without Good Reason. In such event, Executive will be entitled to receive: (i) Any accrued but unpaid Base Salary and accrued but unused vacation which will be paid in accordance with the Bank’s normal payroll practices following the last day of Executive’s employment (the “Termination Date”); (ii) Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive; (iii) Reimbursement for unreimbursed business expenses properly incurred by Executive, which will be subject to and paid in accordance with the Bank’s expense reimbursement policies and procedures in effect at the time; and (iv) Such employee benefits (including equity compensation), if any, to which Executive may be entitled under the Bank’s employee benefit plans as of Termination Date; provided that, in no event will Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(i) through 3(a)(iv) are referred to herein collectively as the “Accrued Amounts”.

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and (a) The Executive’s 's employment hereunder may be terminated upon (x) either party’s election not 's failure to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank Company for Cause, Cause or (z) by the Executive without Good Reason. In such eventIf the Executive's employment is terminated upon either party's failure to renew the Agreement, by the Company for Cause or by the Executive will without Good Reason, the Executive shall be entitled to receive: (i) Any any accrued but unpaid Base Salary and accrued but unused vacation vacation, which will shall be paid in accordance with on the Bank’s normal payroll practices following the last day of Executive’s employment Termination Date (the “Termination Date”as defined below); (ii) Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined any unpaid and accrued (back) salary (not covered by (ii) above) from the Bank that grounds existed during such calendar year that would have justified termination period of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to formation of the Bank upon written demand by Company though and including the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount date of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive;termination. (iii) Reimbursement reimbursement for unreimbursed business expenses properly incurred by the Executive, which will shall be subject to and paid in accordance with the Bank’s Company's expense reimbursement policies and procedures in effect at the timepolicy; and (iv) Such such employee benefits (including vested equity compensation), if any, to which the Executive may be entitled under the Bank’s Company's employee benefit plans as of the Termination Date; provided that, in no event will shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(i5.1(a)(i) through 3(a)(iv5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”"; (v) in the case of termination by the Company for cause, the Executive without good reason, and in the case of the party’s failure to renew the Agreement, unvested options shall terminate; (vi) and in the case of termination by the Company for Cause or by the Executive without Good Reason (but not in the case of the either party’s failure to renew the Agreement), reimbursement for the Executive’s health insurance expenses paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the first day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the first anniversary of the Termination Date and (ii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source at no or nominal cost to the Executive. Notwithstanding the foregoing, if the Company's making payments under this Section would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the "ACA"), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section in a manner as is necessary to comply with the ACA. (b) For purposes of this Agreement, "Cause" shall mean:

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and Executive’s employment hereunder may be terminated upon (x) either party’s election not to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank for Cause, or (z) by the Executive without Good Reason. In such event, Executive will be entitled to receive: (i) Any accrued but unpaid Base Salary and accrued but unused vacation which will be paid in accordance with the Bank’s normal payroll practices following the last day date of Executive’s employment termination (the “Termination Date”); (ii) Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive; (iii) Reimbursement for unreimbursed business expenses properly incurred by Executive, which will be subject to and paid in accordance with the Bank’s expense reimbursement policies and procedures in effect at the time; and (iv) Such employee benefits (including equity compensation), if any, to which Executive may be entitled under the Bank’s employee benefit plans as of Termination Date; provided that, in no event will Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(i) through 3(a)(iv) are referred to herein collectively as the “Accrued Amounts”.

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and (a) The Executive’s employment hereunder may be terminated upon (x) either party’s election not failure to renew the Term of the Agreement in accordance with Section section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank Company for Cause, or (z) by the Executive without Good Reason. In such eventIf the Executive’s employment is terminated upon either party’s failure to renew the Agreement, by the Company for Cause, or by the Executive will without Good Reason, the Executive shall be entitled to receive: (i) Any any accrued but unpaid Base Salary and accrued but unused vacation which will shall be paid on the within one (1) week following the Termination Date (as defined below) in accordance with the BankCompany’s normal customary payroll practices following the last day of Executive’s employment (the “Termination Date”)procedures; (ii) Any any earned but unpaid Annual Bonus and/or Incentive Bonus Shares with respect to any completed calendar fiscal year immediately preceding the Termination Date, which will shall be paid or issued on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement)or issuance date; provided that Executive does not earnthat, and if the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank Company for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then any such unearned accrued but unpaid Annual Bonus and/or Incentive Bonus Shares shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executiveforfeited; (iii) Reimbursement reimbursement for unreimbursed business expenses properly incurred by the Executive, which will shall be subject to and paid in accordance with the BankCompany’s expense reimbursement policies and procedures in effect at the timepolicy; and (iv) Such such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the BankCompany’s employee benefit plans as of the Termination Date; provided that, in no event will shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(i5.1(a)(i) through 3(a)(iv5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and (a) The Executive’s employment hereunder may be terminated upon (x) either party’s election not failure to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank Company for Cause, Cause or (z) by the Executive without Good Reason. In such event, Reason and the Executive will shall be entitled to receive: (i) Any any accrued but unpaid Base Salary and accrued but unused vacation paid time off which will shall be paid in accordance with the Bank’s normal payroll practices within one (1) week following the last day date of the Executive’s employment (the “Termination Date”)termination; (ii) Any any earned but unpaid Annual Incentive Bonus with respect to any completed calendar fiscal year immediately preceding the Termination Datedate of the Executive’s termination, which will shall be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement)date; provided that Executive does not earnthat, and if the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment Company for Cause if such grounds were known to or the BankExecutive resigns without Good Reason, then any such unearned earned but unpaid Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executiveforfeited; (iii) Reimbursement any earned and vested, but unissued Equity Award with respect to any completed fiscal year immediately preceding the date of the Executive’s termination, which shall be issued on the otherwise applicable issue date; provided that, if the Executive’s employment is terminated by the Company for Cause or the Executive resigns without Good Reason, then any such earned but not provided Equity Award shall be forfeited; (iv) reimbursement for unreimbursed business expenses properly incurred by the Executive, which will shall be subject to and paid in accordance with the BankCompany’s expense reimbursement policies and procedures in effect at the timepolicy; and (iva) Such employee benefits (including equity compensation), if any, to which Executive may be entitled under the Bank’s employee benefit plans as of Termination Date; provided that, in no event will Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(ii) through 3(a)(iv5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts.”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and (a) The Executive’s 's employment hereunder may be terminated upon (x) either party’s election not party's/the Executive's] failure to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank Company for Cause, Cause or (z) by the Executive without Good Reason. In such eventIf the Executive's employment is terminated upon either party's failure to renew the Agreement, by the Company for Cause or by the Executive will without Good Reason, the Executive shall be entitled to receive: (i) Any any accrued but unpaid Base Salary and accrued but unused vacation which will shall be paid on the Termination Date (as defined below)/within one (1) week following the Termination Date (as defined below)/on the pay date immediately following the Termination Date (as defined below) in accordance with the Bank’s normal Company's customary payroll practices following the last day of Executive’s employment (the “Termination Date”);procedures, (ii) Any any earned but unpaid Annual Incentive Bonus with respect to any completed calendar fiscal year immediately preceding the Termination Date, which will shall be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred deterred pursuant to any applicable deferred compensation arrangement); , provided that Executive does not earnthat, and if the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s 's employment is terminated by the Bank Company for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then any such unearned accrued but unpaid Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive;forfeited (iii) Reimbursement reimbursement for unreimbursed business expenses properly incurred by the Executive, which will shall be subject to and paid in accordance with the Bank’s Company's expense reimbursement policies and procedures in effect at the timepolicy; and (iv) Such such employee benefits (including equity compensation), if any, as to which the Executive may be he entitled under the Bank’s Company's employee benefit plans as of the Termination Date; provided that, in no event will shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(i5.1(a)(i) through 3(a)(iv5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”. (b) For purposes of this Agreement, "Cause" shall mean:

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and (a) The Executive’s employment hereunder may be terminated upon (x) either party’s election notification not to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank Company for Cause, Cause or (z) by the Executive without Good Reason. In such event, Reason and the Executive will shall be entitled to receive: (i) Any any accrued but unpaid Base Salary and accrued but unused vacation paid time off which will shall be paid in accordance with the Bank’s normal payroll practices within one (1) week following the last day date of the Executive’s employment (the “Termination Date”)termination; (ii) Any any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Datedate of the Executive’s termination, which will shall be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement)date; provided that Executive does not earnthat, and if the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment Company for Cause if such grounds were known to or the BankExecutive resigns without Good Reason, then any such unearned earned but unpaid Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executiveforfeited; (iii) Reimbursement all unvested Equity Awards; provided that, if the Executive’s employment is terminated by the Company for Cause or the Executive resigns without Good Reason, then any such vested but not provided Equity Award shall be forfeited; (iv) reimbursement for unreimbursed business expenses properly incurred by the Executive, which will shall be subject to and paid in accordance with the BankCompany’s expense reimbursement policies and procedures in effect at the timepolicy; and (ivv) Such employee benefits (including equity compensation), if any, to which Executive may be entitled under the Bank’s employee benefit plans as six-months of Termination DateBase Salary severance; provided that, in if the Executive’s employment is terminated by the Company for Cause or the Executive resigns without Good Reason, then no event will Executive severance shall be entitled to any payments in the nature of severance or termination payments except as specifically provided hereinpaid. Items 3(a)(i5.1(a)(i) through 3(a)(iv5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts.”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and (i) Executive’s employment hereunder may be terminated terminated: (i) upon (x) either party’s election providing written notice of its intention not to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, ; (yii) by the Bank Company for Cause, ; or (ziii) by the Executive without Good Reason. In such eventIf Executive’s employment is terminated upon either party’s failure to renew the Agreement, by the Company for Cause, or by Executive without Good Reason, Executive will shall be entitled to receive: (i1) Any any accrued but unpaid Base Salary and accrued but unused vacation which will shall be paid on the Company’s next pay date immediately following the Termination Date (as defined below) in accordance with the BankCompany’s normal customary payroll practices following the last day of Executive’s employment (the “Termination Date”);procedures; 107107470.9 0059466-00001 (ii2) Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive; (iii) Reimbursement reimbursement for unreimbursed business expenses properly incurred by Executive, which will shall be subject to and paid in accordance with the BankCompany’s expense reimbursement policies and procedures in effect at the timepolicy; and (iv3) Such such employee benefits (including equity compensation), if any, to which Executive may be entitled under the BankCompany’s employee benefit plans as of the Termination Date; provided that, in no event will shall Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(i5.1(a)(i) through 3(a)(iv5.1(a)(ii) are referred to herein collectively as the “Accrued Amounts.” (ii) For purposes of this Agreement, “Cause” shall mean: (i) Executive’s failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Executive’s failure to comply with any valid and legal directive of the Board; (iii) Executive’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its affiliates; (iv) Executive’s embezzlement, misappropriation, or fraud, whether or not related to Executive’s employment with the Company; (v) Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such misdemeanor crime is work-related, materially impairs Executive’s ability to perform services for the Company or results in material reputational or financial harm to the Company or its affiliates; (vi) Executive’s willful unauthorized disclosure of Confidential Information (as defined below); (vii) Executive’s breach of any material obligation under this Agreement or any other written agreement between Executive and the Company; or (viii) any material failure by Executive to comply with the Company’s written policies or rules, as they may be in effect from time to time during the Employment Term. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the delivery of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive’s employment without notice and with immediate effect. The Company may place Executive on paid leave for up to sixty (60) days while it is determining whether there is a basis to terminate Executive’s employment for Cause. Any such action by the Company will not constitute Good Reason.

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and Executive’s employment hereunder may be terminated upon (x) either party’s election not to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank for Cause, or (z) by the Executive without Good Reason. In such event, Executive will be entitled to receive: (i) Any accrued but unpaid Base Salary and accrued but unused vacation which will be paid in accordance with the Bank’s normal payroll practices following the last day date of Executive’s employment termination (the “Termination Date”); (ii) Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive; (iii) Reimbursement for unreimbursed business expenses properly incurred by Executive, which will be subject to and paid in accordance with the Bank’s expense reimbursement policies and procedures in effect at the time; and (iv) Such employee benefits (including equity compensation), if any, to which Executive may be entitled under the Bank’s employee benefit plans as of Termination Date; provided that, in no event will Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(i3(a)(I) through 3(a)(iv) are referred to herein collectively as the “Accrued Amounts”.

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and (a) Executive’s employment hereunder may be terminated upon (x) either party’s election not failure to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank Company for Cause, or (z) by the Executive without Good Reason. In such eventIf Executive’s employment is terminated upon either party’s failure to renew the Agreement, by the Company for Cause, or by Executive without Good Reason, Executive will shall be entitled to receive: (i) Any any accrued but unpaid Base Salary and accrued but unused vacation which will shall be paid on the Company’s next pay date immediately following the Termination Date (as defined below) in accordance with the BankCompany’s normal customary payroll practices following the last day of Executive’s employment (the “Termination Date”)procedures; (ii) Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive; (iii) Reimbursement reimbursement for unreimbursed business expenses properly incurred by Executive, which will shall be subject to and paid in accordance with the BankCompany’s expense reimbursement policies policy; and procedures in effect at the time; and92366834.9 0059466-00001 3 (iviii) Such such employee benefits (including equity compensation), if any, to which Executive may be entitled under the BankCompany’s employee benefit plans as of the Termination Date; provided that, in no event will shall Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(i5.1(a)(i) through 3(a)(iv5.1(a)(ii) are referred to herein collectively as the “Accrued Amounts.” (b) For purposes of this Agreement, “Cause” shall mean: (i) Executive’s failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Executive’s failure to comply with any valid and legal directive of the Board; (iii) Executive’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its affiliates; (iv) Executive’s embezzlement, misappropriation, or fraud, whether or not related to Executive’s employment with the Company; (v) Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs Executive’s ability to perform services for the Company or results in material reputational or financial harm to the Company or its affiliates; (vi) Executive’s willful unauthorized disclosure of Confidential Information (as defined below); (vii) Executive’s breach of any material obligation under this Agreement or any other written agreement between Executive and the Company; or (viii) any material failure by Executive to comply with the Company’s written policies or rules, as they may be in effect from time to time during the Employment Term. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the delivery of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive’s employment without notice and with immediate effect. The Company may place Executive on paid leave for up to sixty (60) days while it is determining whether there is a basis to terminate Executive’s employment for Cause. Any such action by the Company will not constitute Good Reason.

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and (a) Executive’s employment hereunder may be terminated upon (x) either party’s election not failure to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank Company for Cause, or (z) by the Executive without Good Reason. In such eventIf Executive’s employment is terminated upon either party’s failure to renew the Agreement, by the Company for Cause, or by Executive without Good Reason, Executive will shall be entitled to receive: (i) Any any accrued but unpaid Base Salary and accrued but unused vacation which will shall be paid on the Company’s next pay date immediately following the Termination Date (as defined below) in accordance with the BankCompany’s normal customary payroll practices following the last day of Executive’s employment (the “Termination Date”)procedures; (ii) Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive; (iii) Reimbursement reimbursement for unreimbursed business expenses properly incurred by Executive, which will shall be subject to and paid in accordance with the BankCompany’s expense reimbursement policies and procedures in effect at the timepolicy; and (iviii) Such such employee benefits (including equity compensation), if any, to which Executive may be entitled under the BankCompany’s employee benefit plans as of the Termination Date; provided that, in no event will shall Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(i5.1(a)(i) through 3(a)(iv5.1(a)(ii) are referred to herein collectively as the “Accrued Amounts.” (b) For purposes of this Agreement, “Cause” shall mean: (i) Executive’s failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Executive’s failure to comply with any valid and legal directive of the Board; (iii) Executive’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its affiliates; (iv) Executive’s embezzlement, misappropriation, or fraud, whether or not related to Executive’s employment with the Company; (v) Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs Executive’s ability to perform services for the Company or results in material reputational or financial harm to the Company or its affiliates; (vi) Executive’s willful unauthorized disclosure of Confidential Information (as defined below); (vii) Executive’s breach of any material obligation under this Agreement or any other written agreement between Executive and the Company; or (viii) any material failure by Executive to comply with the Company’s written policies or rules, as they may be in effect from time to time during the Employment Term. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the delivery of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive’s employment without notice and with immediate effect. The Company may place Executive on paid leave for up to sixty (60) days while it is determining whether there is a basis to terminate Executive’s employment for Cause. Any such action by the Company will not constitute Good Reason.

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and (i) Executive’s employment hereunder may be terminated upon (x) either party’s election not to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank Company for Cause, or (z) by the Executive without Good Reason. In such eventIf Executive’s employment is terminated by the Company for Cause, or by Executive without Good Reason, Executive will shall be entitled to receive: (i1) Any any accrued but unpaid Base Salary and accrued but unused vacation which will shall be paid on the Company’s next pay date immediately following the Termination Date (as defined below) in accordance with the BankCompany’s normal customary payroll practices following the last day of Executive’s employment (the “Termination Date”)procedures; (ii2) Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive; (iii) Reimbursement reimbursement for unreimbursed business expenses properly incurred by Executive, which will shall be subject to and paid in accordance with the BankCompany’s expense reimbursement policies and procedures in effect at the timepolicy; and (iv3) Such such employee benefits (including equity compensation), if any, to which Executive may be entitled under the BankCompany’s employee benefit plans as of the Termination Date; provided thatprovided, in no event will shall Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(i4.1(a)(i) through 3(a)(iv4.1(a)(ii) are referred to herein collectively as the “Accrued Amounts.” (ii) For purposes of this Agreement, “Cause” shall mean: (i) Executive’s failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Executive’s failure to comply with any valid and legal directive of the Board; (iii) Executive’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its affiliates; (iv) Executive’s embezzlement, misappropriation, or fraud, whether or not related to Executive’s employment with the Company; (v) Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such misdemeanor crime is work-related, materially impairs Executive’s ability to perform services for the Company or results in material reputational or financial harm to the Company or its affiliates; (vi) Executive’s willful unauthorized disclosure of Confidential Information (as defined below); (vii) Executive’s breach of any material obligation under this Agreement or any other written agreement between Executive and the Company; or (viii) any material failure by Executive to comply with the Company’s written policies or rules, as they may be in effect from time to time during the Employment Term.

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and (a) If the Executive’s employment hereunder may be is terminated upon (x) either party’s election not to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank Company for Cause, Cause or (z) by the Executive without Good Reason. In such event, the Executive will shall be entitled to receive: (i) Any any accrued but unpaid Base Salary and accrued but unused vacation which will shall be paid on the pay date immediately following the Termination Date (as defined below) in accordance with the BankCompany’s normal customary payroll practices following the last day of Executive’s employment (the “Termination Date”)procedures; (ii) Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive; (iii) Reimbursement reimbursement for unreimbursed business expenses properly incurred by the Executive, which will shall be subject to and paid in accordance with the BankCompany’s expense reimbursement policies and procedures in effect at the timepolicy; and (iviii) Such such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the BankCompany’s employee benefit plans as of the Termination Date; provided that, in no event will shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(i5.1(a)(i) through 3(a)(iv5.1(a)(iii) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean (a) the willful and continued failure by Executive to substantially perform the duties specified in the employment agreement or that are reasonably requested by the Board as documented in writing to Executive; (b) Executive’s willful and continued disregard of his material duties or willful and continued failure to act, where such action would be in the ordinary course of the Executive’s duties; (c) the willful and continued failure by Executive to observe material Company policies generally applicable to executives of the Company; (d) gross negligence or willful misconduct by Executive in the performance of his duties; (e) the commission by Executive of any act of fraud, theft, financial dishonesty or self-dealing with respect to the Company or any of its affiliates, or any felony or criminal act involving moral turpitude; (f) the material breach by Executive of the employment agreement or any other agreement or contract with the Company; (g) chronic absenteeism; or (h) the continued commission of material violations of state or federal law relating to the workplace environment (including, without limitation, laws relating to sexual harassment or age, sex or other prohibited discrimination) by Executive.

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and (a) If the Executive’s employment hereunder may be is terminated upon (x) either party’s election not to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank Company for Cause, Cause or (z) by the Executive without Good Reason. In such event, the Executive will shall be entitled to receive: (i) Any any accrued but unpaid Base Salary and accrued but unused vacation which will shall be paid on the pay date immediately following the Termination Date (as defined below) in accordance with the BankCompany’s normal customary payroll practices following the last day of Executive’s employment (the “Termination Date”)procedures; (ii) Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive; (iii) Reimbursement reimbursement for unreimbursed business expenses properly incurred by the Executive, which will shall be subject to and paid in accordance with the BankCompany’s expense reimbursement policies and procedures in effect at the timepolicy; and (iviii) Such such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the BankCompany’s employee benefit plans as of the Termination Date; provided that, in no event will shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(i5.1 (a)(i) through 3(a)(iv5.1(a)(iii) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean (a) the willful and continued failure by Executive to substantially perform the duties specified in the employment agreement or that are reasonably requested by the Board as documented in writing to Executive; (b) Executive’s willful and continued disregard of his material duties or willful and continued failure to act, where such action would be in the ordinary course of the Executive’s duties; (c) the willful and continued failure by Executive to observe material Company policies generally applicable to executives of the Company; (d) gross negligence or willful misconduct by Executive in the performance of his duties; (e) the commission by Executive of any act of fraud, theft, financial dishonesty or self-dealing with respect to the Company or any of its affiliates, or any felony or criminal act involving moral turpitude; (f) the material breach by Executive of the employment agreement or any other agreement or contract with the Company; (g) chronic absenteeism; or (h) the continued commission of material violations of state or federal law relating to the workplace environment (including, without limitation, laws relating to sexual harassment or age, sex or other prohibited discrimination) by Executive.

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and (i) Executive’s employment hereunder may be terminated terminated: (i) upon (x) either party’s election providing written notice of its intention not to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, ; (yii) by the Bank Company for Cause, ; or (ziii) by the Executive without Good Reason. In such eventIf Executive’s employment is terminated upon either party’s failure to renew the Agreement, by the Company for Cause, or by Executive without Good Reason, Executive will shall be entitled to receive: (i1) Any any accrued but unpaid Base Salary and accrued but unused vacation which will shall be paid on the Company’s next pay date immediately following the Termination Date (as defined below) in accordance with the BankCompany’s normal customary payroll practices following the last day of Executive’s employment (the “Termination Date”)procedures; (ii2) Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive; (iii) Reimbursement reimbursement for unreimbursed business expenses properly incurred by Executive, which will shall be subject to and paid in accordance with the BankCompany’s expense reimbursement policies policy; and procedures in effect at the time; and107104708.9 0059466-00001 (iv3) Such such employee benefits (including equity compensation), if any, to which Executive may be entitled under the BankCompany’s employee benefit plans as of the Termination Date; provided that, in no event will shall Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(i5.1(a)(i) through 3(a)(iv5.1(a)(ii) are referred to herein collectively as the “Accrued Amounts.” (ii) For purposes of this Agreement, “Cause” shall mean: (i) Executive’s failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Executive’s failure to comply with any valid and legal directive of the Board; (iii) Executive’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its affiliates; (iv) Executive’s embezzlement, misappropriation, or fraud, whether or not related to Executive’s employment with the Company; (v) Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such misdemeanor crime is work-related, materially impairs Executive’s ability to perform services for the Company or results in material reputational or financial harm to the Company or its affiliates; (vi) Executive’s willful unauthorized disclosure of Confidential Information (as defined below); (vii) Executive’s breach of any material obligation under this Agreement or any other written agreement between Executive and the Company; or (viii) any material failure by Executive to comply with the Company’s written policies or rules, as they may be in effect from time to time during the Employment Term. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the delivery of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive’s employment without notice and with immediate effect. The Company may place Executive on paid leave for up to sixty (60) days while it is determining whether there is a basis to terminate Executive’s employment for Cause. Any such action by the Company will not constitute Good Reason.

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and (a) The Executive’s 's employment hereunder may be terminated upon (x) either party’s election not 's failure to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank Company for Cause, Cause or (z) by the Executive without Good Reason. In such event, Reason and the Executive will shall be entitled to receive: (i) Any any accrued but unpaid Base Salary and accrued but unused vacation vacation/paid time off which will shall be paid on the date of the Executive's termination/within one (1) week following the date of the Executive's termination/on the pay date immediately following the date of the Executive's termination in accordance with the Bank’s normal Company's customary payroll practices following the last day of Executive’s employment (the “Termination Date”)procedures; (ii) Any any earned but unpaid Annual Incentive Bonus with respect to any completed calendar fiscal year immediately preceding the Termination Datedate of the Executive's termination, which will shall be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earnthat, and if the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s 's employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment Company for Cause if such grounds were known to or the BankExecutive resigns without Good Reason, then any such unearned earned but unpaid Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executiveforfeited; (iii) Reimbursement reimbursement for unreimbursed business expenses properly incurred by the Executive, which will shall be subject to and paid in accordance with the Bank’s Company's expense reimbursement policies and procedures in effect at the timepolicy; and (iv) Such such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Bank’s Company's employee benefit plans as of Termination Datethe date of the Executive's termination; provided that, in no event will shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(i. (a) (i) through 3(a)(iv5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”." (b) For purposes of this Agreement, "Cause" shall mean:

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and (a) The Executive’s 's employment hereunder may be terminated upon (x) either party’s election not 's failure to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank Company for Cause, Cause or (z) by the Executive without Good Reason. In such event, Reason and the Executive will shall be entitled to receive: (i) Any any accrued but unpaid Base Salary and accrued but unused vacation paid time off which will shall be paid in accordance with the Bank’s normal payroll practices within one (1) week following the last day date of the Executive’s employment (the “Termination Date”)'s termination; (ii) Any any earned but unpaid Annual Incentive Performance Bonus with respect to any completed calendar year immediately preceding the Termination Datedate of the Executive's termination, which will shall be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement)date; provided that Executive does not earnthat, and if the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s 's employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment Company for Cause if such grounds were known to or the BankExecutive resigns without Good Reason, then any such unearned earned but unpaid Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executiveforfeited; (iii) Reimbursement any earned and vested, but unpaid Equity Award with respect to any completed year immediately preceding the date of the Executive's termination, which shall be paid on the otherwise applicable payment date; provided that, if the Executive's employment is terminated by the Company for Cause or the Executive resigns without Good Reason, then any such earned but not provided Equity Award shall be forfeited; (iv) reimbursement for unreimbursed business expenses properly incurred by the Executive, which will shall be subject to and paid in accordance with the Bank’s Company's expense reimbursement policies and procedures in effect at the timepolicy; and Items 5.1(a) (iv) Such employee benefits (including equity compensation), if any, to which Executive may be entitled under the Bank’s employee benefit plans as of Termination Date; provided that, in no event will Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(ii) through 3(a)(iv5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”." (b) For purposes of this Agreement, "Cause" shall mean:

Expiration of the Term, For Cause, or Without Good Reason. This Agreement and Executive’s employment hereunder may be terminated upon (x) either party’s election not to renew the Term of the Agreement in accordance with Section 1, in which case notice must be provided at least 90 days before the applicable Renewal Date, (y) by the Bank for Cause, or (z) by the Executive without Good Reason. In such event, Executive will be entitled to receive: (i) Any accrued but unpaid Base Salary and accrued but unused vacation which will be paid in accordance with the Bank’s normal payroll practices following the last day of Executive’s employment (the “Termination Date”); (ii) Any earned but unpaid Annual Incentive Bonus with respect to any completed calendar year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that Executive does not earn, and the Bank will not pay, any Annual Incentive Bonus for the prior completed calendar year if Executive’s employment is terminated by the Bank for Cause. If, following payment of an Annual Incentive Bonus for a calendar year, it is determined by the Bank that grounds existed during such calendar year that would have justified termination of Executive’s employment for Cause if such grounds were known to the Bank, then such unearned Annual Incentive Bonus shall be immediately repayable by Executive to the Bank upon written demand by the Bank, and the Executive hereby authorizes the Bank to withhold or offset the amount of such Annual Incentive Bonus from or against any other amounts payable by the Bank to the Executive; (iii) Reimbursement for unreimbursed business expenses properly incurred by Executive, which will be subject to and paid in accordance with the Bank’s expense reimbursement policies and procedures in effect at the time; and (iv) Such employee benefits (including equity compensation), if any, to which Executive may be entitled under the Bank’s employee benefit plans as of Termination Date; provided that, in no event will Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 3(a)(i3(a)(I) through 3(a)(iv) are referred to herein collectively as the “Accrued Amounts”.