Common use of Without Cause or for Good Reason Clause in Contracts

Without Cause or for Good Reason. If, during the Term, the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

Without Cause or for Good Reason. If, during the Term, the Company terminates A. If this Agreement and Executive's ’s employment hereunder is terminated without Cause pursuant to Section 7(e) hereof or terminated by Executive resigns Executive's employment for Good ReasonReason pursuant to Section 7(f) hereof, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject have no obligation to Executive or legal representatives of Executive other than (aconditioned upon Section 8(f)(B) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following:below): (i) payment of (a) termination compensation in an amount equal to one (a) two (2) times (1.0x) Executive's ’s annual Base Salary Compensation in effect at on the time date of such termination (but determined prior to any reduction in the “Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2Compensation Severance”), less required deductions and withholdings, and plus (b) an amount equal to one two (2) times Executive’s “target bonus” (1.0xas that term is used in the current bonus plan applicable to full time officers of Company, or its equivalent if the term or plan should be amended) Executive's on-target annual performance incentive bonus in effect at for the time year of termination, less required deductions and withholdings, such amounts described in termination (athe “Bonus Severance”). The Base Compensation Severance shall be payable as follows: (x) an amount equal to the maximum separation pay amount for the Executive determined under Treas. Reg. § 1.409A-1(b)(9)(iii) and (bv)(D) hereof to for the year in which the termination of employment occurs shall be paid in installments over twelve (12) months the two-year period following the date of Executive's termination and (y) the amount equal to the total amount of Base Compensation Severance, less the amount set forth in the preceding clause (x), shall be paid over the period commencing on the date of termination and ending on December 31 of the year following the year of termination. All payments of Base Compensation Severance shall be payable in accordance with the Company's ’s payroll practices cycle in substantially equal amounts determined separately for each of the two payment periods designated in the foregoing clauses (x) and (y), commencing within sixty on the date of termination, subject to Section 8(f)(B) and Section 8(g). The Bonus Severance shall be payable as follows: (60I) fifty percent (50%) of the Bonus Severance shall be paid in the February immediately following the date of termination and (II) fifty percent (50%) of the Bonus Severance shall be paid in the earlier of (x) the second February immediately following the date of termination or (y) the December of the year following the year in which the termination occurs. All payments of Base Compensation Severance and Bonus Severance shall be subject to applicable withholding taxes. (ii) continued coverage of medical benefits at the same cost as similarly situated active employees for a period of two (2) years or until such time as Executive commences new employment, whichever occurs first; (iii) payment of any accrued benefits or obligations owed to Executive; (iv) benefits (if any) provided in accordance with applicable plans, programs and arrangements of Company or as required by law; (v) payment of reasonable professional search fees relating to Executive’s outplacement; and (vi) any outstanding equity grant(s) held by Executive at the time such termination as governed by the agreement or plan pursuant to which such grant(s) was issued. B. In consideration of the compensation and benefits payable to Executive pursuant to subsections (i), (ii), and (v) of Section 8(f)(A), Executive shall, as a condition to payment of such compensation and benefits, execute a general release, in form and substance reasonably acceptable to the Company, releasing the Company and its affiliates from all claims and liabilities Executive may have against the Company in connection with Executive’s employment by the Company, except for any accrued obligations. Except as otherwise provided in Section 8(g), the commencement of payments due under Sections 8(f)(A)(i)(x) and (y) shall commence no later than 60 days of the date of Executive's termination; (ii) if such termination provided that the date Executive has executed and submitted the release and the period for revocation of Executive's termination is the release pursuant to applicable law has expired within the thirty (30) days immediately preceding or 60-day period. In any case where the twelve (12) months immediately following a Corporate Transaction (as defined below)period for execution and revocation of the release begins in one calendar year and ends in another calendar year, the vesting commencement of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards payments shall be deemed fully vested and immediately exercisable; and (iii) continued participation deferred until the second calendar year regardless of whether the release is executed in the medical, dental and vision plans first calendar year. The aggregate of any amounts deferred pursuant to this Section 8(f)(B) shall be paid in one lump sum on the first payroll date on which payments commence hereunder. Under no circumstances shall the Executive be permitted to designate the calendar year in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollpayments commence.

Without Cause or for Good Reason. IfThe Employment Term and the Executive’s employment hereunder may be terminated (i) by the Executive for Good Reason or (ii) by the Company without Cause (other than on account of the Executive’s death or Disability), which includes the Company’s termination of employment in connection with a notice of termination of this Agreement pursuant to Section 1. In the event of such termination of employment during the Employment Term, the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the following: (i) payment Accrued Amounts and, subject to the Executive’s compliance with Sections 6 - 9 of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions this Agreement and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days satisfaction of the date Release Requirements (as defined below) as of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction Payment Date (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; andfollowing: (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) An amount equal to the date that is sum of the following: (i) two (2) times the sum of the Executive’s Base Salary for the year in which the Termination Date occurs; plus, (ii) two (2) times the greater of (1) the Executive’s Annual Bonus received for the immediately preceding year or (2) the Executive’s target bonus, if any, for year in which such termination occurs. Such amount shall be paid in substantially equal monthly installments beginning on the sixtieth (60th) day following the Termination Date (the “Payment Date”) and continuing through the end of the twelve (12)-month period beginning on the Termination Date; (b) twelve (12) months of outplacement services in an amount not to exceed $25,000 by an outplacement firm selected by the Company to assist the Executive in search of a new position commencing as of the Payment Date; and (c) if the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Any such reimbursement for the period prior to the Payment Date shall be paid to the Executive in a lump sum on the Payment Date and any reimbursement for any month (or portion thereof) on and after the date Payment Date shall be paid to the Executive on the tenth day of Executive's termination, or 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: (bi) the 18-month anniversary of the Termination Date; (ii) the date upon the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to enroll receive substantially similar coverage from another employer. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.2(c) would violate the nondiscrimination rules applicable to non-grandfathered group health plans, or result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (“PPACA”), the parties agree to reform this Section 5.2(c) in a manner as is necessary to comply with PPACA; and (d) any similar supplemental matching contributions pursuant to the Company’s deferred compensation plan offered (the “401(k) Make-up Plan”) shall become fully vested as of the Payment Date and will be paid or provided by an employer settled in accordance with the terms of the 401(k) Make-up Plan; provided, however, that any settlement or payment provisions of such 401(k) Make-up Plan that are required under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall remain in effect and shall not be accelerated or further deferred in violation of Section 409A of the Code (“Section 409A”). If the Release Requirements are not satisfied as of the Payment Date, the Executive will not be entitled to any payments or benefits pursuant this Agreement other than the Accrued Amounts. In the event that a payment or benefit is not subject to Section 409A, the Company, at in its sole discretion, may accelerate the same premium rates Payment Date with respect to such payment or benefit and cost sharing such accelerated date shall be the Payment Date for all purposes of this Agreement with respect to such payment or benefit. In addition, if after the date that the Company begins making severance installment payments pursuant to Section 5.2(a), the Company determines that the Executive has violated any provision in Sections 6-9 of this Agreement, the Company may, in its sole discretion, declare all remaining severance installment payments due under this Agreement forfeited by the Executive, and, to the extent permitted by applicable law, may require the Executive to repay to the Company all prior severance installment payments made to the Executive by the Company. For purposes of this Agreement, the “Release Requirements” shall be satisfied as may be charged from time to time for employees generallyof any date if, as if of such date, (I) the Executive had continued in employment during such period. Executive agrees has executed and returned to immediately notify the Company a release of claims, in writing favor of the Company, its affiliates and their respective officers and directors in a form provided by the event Company (the “Release”), with such form including provisions requiring, among other things, the Executive becomes eligible to so enrollcooperate with it in future litigation or similar proceedings and clauses protecting the Company from the Executive’s disparagement of it, or the Executive’s future efforts to secure employment with it, (II) any applicable revocation period has expired, (III) the Executive has not revoked the Release, and (IV) the Release is effective as of such date.

Without Cause or for Good Reason. If, during The Employment Term and the Term, Executive’s employment hereunder may be terminated by the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (Reason or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release without Cause. In the event of claims) (such termination, the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within 30 days following the Termination Date (such 30-day period, the “Release Execution Period”)], the Executive shall be entitled to receive the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual i. continued Base Salary and health care benefits at a substantially similar level to the benefits provided while Executive was employed by the Company for a duration of the remaining Term of the Executive’s employment as if there had been no Termination, from the Termination Date payable in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's ’s normal payroll practices commencing practices, but no less frequently than monthly, which shall commence within sixty (60) 14 days of following the date of Executive's terminationTermination Date; (ii) if the date of Executive's termination is within the thirty (30) days . subject to proration, any earned but unpaid Annual Bonus with respect to any calendar year immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below)Termination Date, which shall be paid on the vesting of all equity awards granted to Executive prior otherwise applicable payment date except to the date extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; iii. Company shall reimburse Executive for all reasonable administrative assistant expenses incurred by Executive for a period of termination shall accelerate such that all such six months following the Termination Date. iv. The treatment of any outstanding equity awards shall be deemed determined in accordance with the terms of the Restricted Stock Unit plan and stock option plan and the applicable award agreements. v. Notwithstanding the terms of the Restricted Stock Unit plan and stock option plan or any applicable award agreements: 1. all outstanding unvested stock options/stock appreciation rights/restricted stock units granted to the Executive during the Employment Term shall become fully vested and immediately exercisableexercisable for the remainder of their full term; 2. all outstanding equity-based compensation awards other than stock options/stock appreciation rights that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Code (“Section 409A”) shall remain in effect; and (iii3. all outstanding equity-based compensation awards other than stock options/stock appreciation rights that are intended to constitute performance-based compensation under Section 162(m)(4)(C) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date Code shall remain outstanding and shall vest or be forfeited in accordance with the terms of Executive's termination until the earlier of: (a) applicable award agreements, if the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollapplicable performance goals are satisfied.

Without Cause or for Good Reason. If, during The Employment Term and the TermExecutive’s employment hereunder with the MHC and the Bancorp may be terminated by the Executive for Good Reason or by the MHC or the Bancorp without Cause. In the event of such termination (unless Section 5.4 below is applicable), the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution of a mutually agreeable release of claims in favor of the MHC and the Bancorp and their affiliates and their respective officers and directors, which release the parties shall not unreasonably decline to agree on (a “Release”) and such Release becoming effective as provided therein (“Release Execution Period”), the Executive shall be entitled to receive the following: (a) A lump sum payment equal to the sum of: (i) payment of (a) an amount equal to one 3.0 times (1.0x) Executive's annual Base Salary 2.0 times in effect at the time case of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign a resignation for "Good Reason" Reason pursuant to Section 4.6.25.1(c)(ix)) the sum of the Executive’s then current Base Salary and the annual bonus and any other cash compensation earned for the calendar year prior to the calendar year in which the Termination Date occurs; and (ii) the value of any shares of restricted stock, less required deductions and withholdingsstock options or other awards issued to Executive under any plan adopted by the MHC, and the Bancorp or the Bank or any successor plan that are forfeited as a result of such termination, whether vested or unvested. The payment shall be made 60 business days following the termination of Executive’s employment with the MHC or the Bancorp provided the Release shall have become effective prior to that date. (b) an If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the MHC or the Bancorp shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to paid by similarly situated active executives. Such reimbursement shall be paid in installments over twelve (12) months to the Executive on or before the fifteenth day of the month immediately following the date of Executive's termination month in accordance with which the Company's payroll practices commencing within sixty Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (60i) days the second year anniversary of the date of Executive's terminationTermination Date; (ii) if the date of Executive's termination the Executive is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted no longer eligible to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisablereceive COBRA continuation coverage; and (iii) continued participation the date on which the Executive receives/becomes eligible to receive substantially similar coverage from another employer. Notwithstanding the foregoing, the MHC and the Bancorp are not required to pay any amounts pursuant to this Section 5.2(b) if the MHC or the Bancorp determines, in its sole discretion, that the medicalreimbursement would result in a violation of the nondiscrimination rules of section 105(h)(2) of the Internal Revenue Code of 1986 (the “Code”) or any statute or regulation of similar effect (including, dental but not limited to, the 2010 Patient Protection and vision plans Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act). (c) A lump sum payment equal to the pro-rata annual bonus, if any, that the Executive would have earned for the year in which Executive (and where applicablethe Termination Date occurs based on the achievement of applicable performance goals for such year, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) which shall be payable on the date that is twelve (12) annual bonuses are paid to the MHC’s or the Bancorp’s similarly situated executives, but in no event later than 2-1/2 months after following the date end of Executive's termination, or (b) the date upon calendar year in which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollTermination Date occurs.

Without Cause or for Good Reason. If, during the Term, the Company terminates Executive's ’s employment without Cause or Executive resigns Executive's ’s employment for Good Reason, the Company shall pay Executive's ’s Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "“Release"”); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's ’s right to voluntarily resign for "“Good Reason" ” pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's ’s on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's ’s termination in accordance with the Company's ’s payroll practices commencing within sixty (60) days of the date of Executive's ’s termination; (ii) if the date of Executive's ’s termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's ’s spouse and dependents) was enrolled as of the date of Executive's ’s termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's ’s termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

Without Cause or for Good Reason. IfThe Employment Term and Executive’s employment hereunder may be terminated by Executive for Good Reason or by the Company without Cause. In the event of such termination, Executive shall be entitled to receive the following: (a) The Accrued Amounts; (b) Any accrued but unpaid Annual Bonus with respect to any completed calendar year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; (c) An amount equal to one times (1x) Executive’s Base Salary as in effect immediately prior to the Termination Date, which shall be paid in periodic installments over the twelve (12) month period following the Termination Date, less applicable deductions and withholdings, in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly; (d) A payment equal to the product of (i) the Annual Bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date (as determined in accordance with Section 5.5) occurs based on actual achievement of the applicable performance goals for such year and (ii) a fraction, the numerator of which is the number of days Executive was employed by the Company during the Termyear of termination and the denominator of which is the number of days in such year, which amount shall be paid on the Company terminates Executive's employment without Cause or date that annual bonuses are paid to similarly situated executives, but in no event later than two and-one-half (2 1/2) months following the end of the calendar year in which the Termination Date occurs; and (e) If Executive resigns Executive's employment for Good Reasontimely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay Executive's Base Salary reimburse Executive for the monthly COBRA premiums paid by Executive for himself and accrued and unused vacation earned through his dependents. Such reimbursement shall be paid to Executive on the first day of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the six (6)-month anniversary of the Termination Date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive receives substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.2(e) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of terminationpenalties under the ACA and the related regulations and guidance promulgated thereunder), at the rate parties agree to reform this Section 5.2(e) in effect at a manner as is necessary to comply with the time ACA. The receipt of termination, less standard deductions and withholdings. In addition, these amounts are subject to Executive (a) furnishing to the Company an executed waiver Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in substantially the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "“Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a”) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing such Release becoming effective within sixty (60) days of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days following the Termination Date or such longer period required by applicable law. Notwithstanding anything herein to the contrary, all payments, or right to payments, due under this Section 5.2 shall immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to cease on the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation a Change in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollControl.

Without Cause or for Good Reason. If, during The Employment Term and the Term, Executive’s employment hereunder may be terminated by the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (Reason or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release without Cause. In the event of claims) (such termination, the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 5, Section 6, Section 7 and Section 8 of this Agreement and the Executive’s execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within 30 days following the Termination Date (such 21-day period, the “Release Execution Period”), the Executive shall be entitled to receive the following: (i) payment of (a) an amount a lump sum payment equal to one (1) times the sum of Executive’s (1.0xi) Executive's annual Base Salary and (ii) Target Bonus for the year in effect at which the time Termination Date occurs, which shall be paid within forty-five (45) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and the second taxable year; (b) an amount any earned but unpaid annual bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date (the “Prior Year Bonus”); (c) a lump sum payment equal to one times the prorated annual bonus, if any, that the Executive would have earned for the calendar year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (122½) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days end of the date of Executive's terminationcalendar year in which the Termination Date occurs (the “Prorata Bonus”); (iid) with respect to outstanding equity or equity-based awards that vest solely based on continued service with the Company shall immediately vest and/or become exercisable (the “Service-Based Equity Acceleration”); (e) with respect to outstanding equity or equity-based awards that vest upon attainment of performance goals, full vesting based on actual level of performance for any open performance period(s), with actual level of performance for the open performance period(s) to be determined by the Board in good faith (the “Performance-Based Equity Acceleration”); and (f) if the date Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for the Executive and the Executive's termination is within ’s dependents. Such reimbursement shall be paid to the thirty Executive on the fifteenth (3015th) days of the month immediately preceding or 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 twelve (12) months immediately following a Corporate Transaction month anniversary of the Termination Date; (as defined below), the vesting of all equity awards granted to Executive prior to ii) the date of termination shall accelerate such that all such awards shall be deemed fully vested the Executive is no longer eligible to receive COBRA continuation coverage; and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until on which the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any receive substantially similar plan offered coverage from another employer or provided by an employer other than source. Notwithstanding the foregoing, if the Company’s making payments under this Section 4.2(f) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing or result in the event imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform this Section 4.2(f) in a manner as is necessary to comply with the ACA, including making payments to the Executive becomes eligible to so enrollin lieu of providing ongoing coverage.

Without Cause or for Good Reason. IfThe Employment Term and the Executive’s employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause, during including the TermCompany’s nonrenewal of the Agreement. In the event of such termination, the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, shall be entitled to receive the Company shall pay Executive's Base Salary Accrued Amounts and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and the Executive’s execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) substantially similar to that attached hereto as Exhibit A and such Release becoming effective within 60 days following the Termination Date (or in such other form as may be specified by 60-day period, the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (“Release Execution Period”), the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the following: (i) payment of (a) an amount a lump sum payment equal to one (1) times (1.0x) the sum of the Executive's annual ’s Base Salary and Target Bonus for the year in effect at which the time Termination Date occurs, which shall be paid within 60 days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and the second taxable year; (b) an amount equal any earned but unpaid Annual Bonus with respect to one times any completed calendar year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; and (1.0xc) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for the Executive and the Executive's on’s dependents. Such reimbursement shall be paid to the Executive during 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 eighteen-target annual performance incentive bonus in effect at month anniversary of the time of termination, less required deductions and withholdings, such amounts described in Termination Date; (aii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (biii) hereof to be paid in installments over twelve (12) months following the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.2(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of Executive's termination penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2(c) in a manner as is necessary to comply with the ACA. (d) The treatment of any outstanding equity awards shall be determined in accordance with the Company's payroll practices commencing within sixty (60) days terms of the date of Executive's termination; (ii) if LTIP and the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollapplicable award agreements.

Without Cause or for Good Reason. If, during The Employment Term and the Term, Executive’s employment hereunder may be terminated by the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (Reason or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release without Cause. In the event of claims) (such termination, the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the Accrued Amounts, and subject to the Executive’s compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution (and non-revocation) of a general release of claims in favor of the Company, its affiliates and their respective officers and directors and the other persons specified therein, in the form provided by the Company (the “Release”) and such Release becoming effective within forty-five (45) days following the Termination Date (such forty-five (45)-day period, the “Release Execution Period”), the Executive shall be entitled to receive the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Continued Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination Termination Date, payable in equal installments in accordance with the Company's ’s normal payroll practices commencing practices, but no less frequently than monthly, which shall commence within sixty (60) days of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding following the Termination Date; (b) A pro-rata bonus for the calendar year in which the Termination Date occurs equal to the product of (i) the Target Bonus for the calendar year in which the Termination Date occurs multiplied by (ii) a fraction, the numerator of which is the number of full months that have elapsed from the beginning of the calendar year until the Termination Date and the denominator of which is twelve (12), payable in equal installments in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which shall commence within thirty (30) days following the Termination Date; (c) If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for or pay to the Executive an amount equal to the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on a monthly basis. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) twelve (12) months immediately following a Corporate Transaction the Termination Date; (as defined below), the vesting of all equity awards granted to Executive prior to ii) the date of termination shall accelerate such that all such awards shall be deemed fully vested the Executive is no longer eligible to receive COBRA continuation coverage; and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until on which the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll receive substantially similar coverage from another employer. (d) The treatment of any outstanding equity awards shall be determined in any similar plan offered or provided by an employer other than accordance with the Company, at terms of the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollapplicable award agreements.

Without Cause or for Good Reason. If, during the Term, If the Company terminates the Executive's ’s employment without Cause or the Executive resigns Executive's terminates his employment hereunder for Good Reason, the Company shall pay Executive's to the Executive the Base Salary and accrued and unused vacation benefits earned through the date of termination, termination at the rate in effect at the time of termination, plus all other amounts to which the Executive is entitled under any compensation plan or practice of the Company at the time of termination, less standard deductions and withholdings. In addition, subject to Executive the Executive’s: (ai) furnishing to the Company an executed waiver and release of claims in substantially the form attached hereto as Exhibit A B (or in such other which form as may be specified by the Company in order amended to comply with then-existing legal requirements to effect a valid release of claimsarising after the Effective Date) (the "“Release")”) no later than forty-five (45) days following the Executive’s termination; and (bii) allowing the Release to become effective in accordance with its terms, then the Executive shall be entitled to the following: (i) payment of (a) in an amount equal to one times (1.0x) 100% of the Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction or, in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time event the termination occurs on account of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over or within twelve (12) months following the date of Executive's termination the consummation of a Change in accordance Control (as defined below) (such period, the “Double-Trigger Period”), an amount equal to 150% of the sum of (A) the Base Salary in effect at the time of termination, plus (B) the target cash bonus in effect for the year of termination) (with the amount of the Base Salary determined prior to any reduction in the Base Salary that would give rise to the Executive’s right to voluntarily resign for Good Reason pursuant to Section 4.6.2), less standard deductions and withholdings, paid in equal installments over a period of twelve (12) months (or eighteen (18) months, in the event the termination occurs during the Double-Trigger Period) pursuant to the Company's ’s standard payroll practices commencing within sixty (60) days of the date of Executive's termination“Cash Severance”); (ii) if should the Executive elect to continue Company-sponsored group health insurance benefits in accordance with the provisions of COBRA or State Continuation, as applicable, following the date of Executive's termination is within termination, to the thirty (30) days immediately preceding extent that doing so will not result in adverse tax consequences or violate applicable law, the Company shall pay the full premium for such group health insurance continuation benefits for the Executive and any eligible dependents for a period of twelve (12) months immediately following (or eighteen (18) months, in the event the termination occurs during the Double-Trigger Period) after the effective date of the Release; provided, however, that any such payments will cease if the Executive voluntarily enrolls in a Corporate Transaction (as defined belowhealth insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. The Executive agrees to promptly notify the Company in writing of any such enrollment. For purposes of this Section 4.5.3(ii), references to COBRA or State Continuation premiums shall not include any amounts payable by the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisableunder an Internal Revenue Code Section 125 health care reimbursement plan; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as vesting and/or exercisability of each of the Executive’s outstanding stock awards (including any stock options, restricted stock, founder’s stock or other awards granted to the Executive by the Company) shall be automatically accelerated on the effective date of Executive's termination until the earlier of: (a) Release as to the date number of stock awards that is would have vested over the twelve (12) months after month period following the date of termination had the Executive remained continuously employed by the Company during such period; provided, however, that in the event that the termination occurs during the Double-Trigger Period, the vesting and exercisability of each of the Executive's termination’s outstanding New Awards (as defined below) shall be automatically accelerated in full, or which shall mean at target for any portion of the New Awards that vests based on the achievement of performance goals. Notwithstanding the foregoing, in the event that the Company terminates the Executive’s employment without Cause but after providing the Executive with: (i) written notice of the Board’s good-faith determination that the Executive’s participation in other activities pursuant to Section 2.1 is interfering with the Executive’s performance of his duties under this Agreement; and (ii) a period of thirty (30) days to remedy such situation to the satisfaction of the Board in its reasonable discretion, the Executive shall be entitled, subject to the provisions of this Section 4.5.3 (including, for the avoidance of doubt, the Executive’s (a) furnishing to the Company the Release no later than forty-five (45) days following the Executive’s termination and (b) allowing such Release to become effective in accordance with its terms), to receive one-half of the date upon which Executive becomes eligible to enroll benefits set forth in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollthis Section 4.5.3.”

Without Cause or for Good Reason. If, during If the Term, Executive’s engagement hereunder is terminated by the Company terminates Executive's employment without Cause or by the Executive resigns Executive's employment for Good Reason, the Executive shall receive the following: (A) the payments and benefits described in Section 10(c)(i) above, (B) notwithstanding any provision of any plan or agreement to the contrary, all options to purchase Common Stock and other stock-based awards for the benefit of Executive granted by the Company shall pay Executive's immediately vest and become exercisable in full (and shall remain exercisable for the shorter of 36 months after such termination, the expiration of the maximum original term of such option or, so as to avoid the application of Section 409A of the Code to such option, the tenth anniversary of the grant date of such option) and/or all restrictions on such stock-based awards shall lapse, as applicable, (C) an amount equal to the Bonus awarded to the Executive for the most recent completed calendar year (a “Completed Year”) for which a Bonus was determined by the Board and, in the event of a termination by the Company without Cause or by the Executive for Good Reason occurring after a Completed Year but prior to the determination by the Board of the Bonus for the Completed Year, a Bonus for the Completed Year in an amount not less than the target Bonus provided by Section 4(b) above, and (D) an amount equal to the Base Salary and accrued and unused vacation earned through that would have been payable during the 24 month period following the date of termination, at the rate in effect at the time date of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to until the Company an executed waiver and release earlier of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the effective date of Executive's the termination in accordance with by the Company's payroll practices commencing within sixty (60) days of Company without Cause or by the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding Executive for Good Reason, or the twelve (12) months immediately following when provided by a Corporate Transaction (as defined below)successor employer, the vesting of all equity awards granted Company shall make COBRA payments to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the continue Executive’s medical, dental and vision plans benefits (or pay Executive an amount equivalent to such COBRA payments) and shall make payments to continue Executive’s term life insurance (or pay Executive an amount equivalent to the premiums in which Executive effect prior to termination). Subject to Section 10(f), any amounts payable under subsections (C) and where applicable, Executive's spouse and dependents(D) was enrolled above shall be paid as follows: 50% within five business days of the termination date of Executive's termination until and 50% on the earlier of: (a) the date that is twelve (12) months next business day after the date six month anniversary of Executive's terminationthe termination date, or (b) and each such payment is hereby designated a “separate payment” for purposes of Section 409A of the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollCode.

Without Cause or for Good Reason. If, during the Term, the Company terminates A. If this Agreement and Executive's ’s employment hereunder is terminated without Cause pursuant to Section 7(e) hereof or terminated by Executive resigns Executive's employment for Good ReasonReason pursuant to Section 7(f) hereof, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject have no obligation to Executive or legal representatives of Executive other than (aconditioned upon Section 8(f)(B) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following:below): (i) payment of (a) termination compensation in an amount equal to one (a) two (2) times (1.0x) Executive's annual Base Salary Compensation in effect at on the time date of such termination (but determined prior to any reduction in the “Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2Compensation Severance”), less required deductions and withholdings, and plus (b) an amount equal to one two (2) times (1.0x) Executive's on-"target annual performance incentive bonus" (as that term is used in the current bonus in effect at plan applicable to full time officers of Company, or its equivalent if the time term or plan should be amended) for the year of termination, less required deductions and withholdings, such amounts described in termination (athe “Bonus Severance”). The Base Compensation Severance shall be payable as follows: (x) an amount equal to the maximum separation pay amount for the Executive determined under Treas. Reg. § 1.409A-1(b)(9)(iii) and (bv)(D) hereof to for the year in which the termination of employment occurs shall be paid in installments over twelve (12) months the two-year period following the date of Executive's termination and (y) the amount equal to the total amount of Base Compensation Severance, less the amount set forth in the preceding clause (x), shall be paid over the period commencing on the date of termination and ending on December 31 of the year following the year of termination. All payments of Base Compensation Severance shall be payable in accordance with the Company's payroll practices cycle in substantially equal amounts determined separately for each of the two payment periods designated in the foregoing clauses (x) and (y), commencing within sixty on the date of termination, subject to Section 8(f)(B) and Section 8(g). The Bonus Severance shall be payable as follows: (60I) fifty percent (50%) of the Bonus Severance shall be paid in the February immediately following the date of termination and (II) fifty percent (50%) of the Bonus Severance shall be paid in the earlier of (x) the second February immediately following the date of termination or (y) the December of the year following the year in which the termination occurs. All payments of Base Compensation Severance and Bonus Severance shall be subject to applicable withholding taxes. (ii) continued coverage of medical benefits at the same cost as similarly situated active employees for a period of two (2) years or until such time as Executive commences new employment, whichever occurs first; (iii) payment of any accrued benefits or obligations owed to Executive; (iv) benefits (if any) provided in accordance with applicable plans, programs and arrangements of Company or as required by law; (v) payment of reasonable professional search fees relating to Executive's outplacement; and (vi) any outstanding equity grant(s) held by Executive at the time such termination as governed by the agreement or plan pursuant to which such grant(s) was issued. B. In consideration of the compensation and benefits payable to Executive pursuant to subsections (i), (ii), and (v) of Section 8(f)(A), Executive shall, as a condition to payment of such compensation and benefits, execute a general release, in form and substance reasonably acceptable to the Company, releasing the Company and its affiliates from all claims and liabilities Executive may have against the Company in connection with Executive’s employment by the Company, except for any accrued obligations. Except as otherwise provided in Section 8(g), the commencement of payments due under Sections 8(f)(A)(i)(x) and (y) shall commence no later than 60 days of the date of Executive's termination; (ii) if such termination provided that the date Executive has executed and submitted the release and the period for revocation of Executive's termination is the release pursuant to applicable law has expired within the thirty (30) days immediately preceding or 60-day period. In any case where the twelve (12) months immediately following a Corporate Transaction (as defined below)period for execution and revocation of the release begins in one calendar year and ends in another calendar year, the vesting commencement of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards payments shall be deemed fully vested and immediately exercisable; and (iii) continued participation deferred until the second calendar year regardless of whether the release is executed in the medical, dental and vision plans first calendar year. The aggregate of any amounts deferred pursuant to this Section 8(f)(B) shall be paid in one lump sum on the first payroll date on which payments commence hereunder. Under no circumstances shall the Executive be permitted to designate the calendar year in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollpayments commence.

Without Cause or for Good Reason. If, during the Term, the Company terminates Executive's ’s employment under this Agreement without Cause or Executive resigns terminates Executive's ’s employment under this Agreement for Good Reason, in each case, the Company shall pay Executive's Base Salary Executive the Accrued Amounts, and accrued and unused vacation earned through Executive shall retain the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdingsContinuing Rights. In additionaddition to the foregoing, upon such termination, subject to Executive Executive’s (aA) furnishing continued compliance with Sections 4, 5 and 6 of this Agreement, (B) delivery to the Company of an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "“Release"); ”) no later than forty-five (45) days following Executive’s termination, and (bC) allowing non-revocation of the Release to become effective in accordance with its terms, then Executive shall be entitled to the followingfollowing severance benefits: (i1) payment of (a) an amount equal to one times one-hundred percent (1.0x100%) of Executive's annual ’s Base Salary as in effect at the time of such termination (but determined prior to any reduction in Base Salary that would give rise to Executive's ’s right to voluntarily resign for "Good Reason" Reason pursuant to Section 4.6.23(f)(iv), if applicable), less required deductions and withholdings, and payable in equal installments in accordance with the Company’s regular payroll practices over the twelve (b12) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at month period following the time date of such termination; provided, less required deductions and withholdingshowever, such that any amounts described in (a) and (b) hereof otherwise scheduled to be paid prior to the effectiveness of the Release shall instead accrue and be paid in installments over the first payroll period following the Release effective date, with the remainder of the payments to be made as originally scheduled, subject to any delay in payment required under Section 7; and (2) if Executive is eligible for and timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or analogous provisions of state law (collectively, “COBRA”) for Executive and/or Executive’s eligible dependents under the Company’s group health insurance plans following the termination of Executive’s employment, then the Company shall pay the COBRA premiums necessary to continue the health insurance coverage in effect for Executive and/or Executive’s eligible dependents as of the termination date, until the earliest of: (A) twelve (12) months following Executive’s termination date; (B) the expiration of Executive’s eligibility for continuation coverage under COBRA; and (C) the date when Executive becomes eligible for substantially equivalent group health insurance coverage in connection with new employment (such period from the termination date through the earliest of Executive's termination in accordance with (A) through (C), the “COBRA Payment Period”). If Executive becomes eligible for coverage under another employer’s group health plan, or otherwise ceases to be eligible for COBRA coverage during the COBRA Payment Period, Executive must immediately notify the Company of such event, and the Company's payroll practices commencing within sixty ’s obligation to pay COBRA premiums on Executive’s behalf shall cease. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially the Company or Executive incurring financial costs or penalties under applicable law (60) days including, without limitation, Section 2716 of the date Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether Executive or Executive's termination; ’s eligible dependents elect COBRA continuation coverage (iithe “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the COBRA premium for the first month of coverage), and shall be paid until the earlier of (i) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction Executive’s termination date or (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (aii) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll for substantially equivalent group health insurance coverage in connection with new employment. For purposes of this Agreement, any similar plan offered or provided COBRA premiums that are payable by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in shall not include any amounts payable by Executive under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the event Executive becomes eligible to so enrollsole responsibility of Executive.

Without Cause or for Good Reason. If, during the Term, If the Company terminates the Executive's ’s employment without Cause or the Executive resigns Executive's terminates his employment hereunder for Good Reason, the Company shall pay Executive's to the Executive the Base Salary and accrued and unused vacation benefits earned through the date of termination, termination at the rate in effect at the time of termination, plus all other amounts to which the Executive is entitled under any compensation plan or practice of the Company at the time of termination, less standard deductions and withholdings. In addition, subject to Executive the Executive’s: (ai) furnishing to the Company an executed waiver and release of claims in substantially the form attached hereto as Exhibit A B (or in such other which form as may be specified by the Company in order amended to comply with then-existing legal requirements to effect a valid release of claimsarising after the Effective Date) (the "“Release")”) no later than forty-five (45) days following the Executive’s termination; and (bii) allowing the Release to become effective in accordance with its terms, then the Executive shall be entitled to the following: (i) payment of (a) in an amount equal to one times fifty percent (1.0x50%) of the Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in the Base Salary that would give rise to the Executive's ’s right to voluntarily resign for "Good Reason" Reason pursuant to Section 4.6.2), less required standard deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in equal installments over twelve a period of six (126) months pursuant to the Company’s standard payroll practices (the “Cash Severance”); and (ii) should the Executive elect to continue Company- sponsored group health insurance benefits in accordance with the provisions of COBRA or State Continuation, as applicable, following the date of Executive's termination termination, to the extent that doing so will not result in accordance with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding adverse tax consequences or the twelve (12) months immediately following a Corporate Transaction (as defined below)violate applicable law, the vesting Company shall pay the full premium for such group health insurance continuation benefits for the Executive and any eligible dependents for a period of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and six (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (126) months after the effective date of Executive's terminationthe Release; provided, or (b) however, that any such payments will cease if the date upon which Executive becomes eligible to enroll voluntarily enrolls in any similar a health insurance plan offered by another employer or provided by an employer other than entity during the Company, at period in which the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during Company is paying such periodpremiums. The Executive agrees to immediately promptly notify the Company in writing in of any such enrollment. For purposes of this Section 4.5.3(ii), references to COBRA or State Continuation premiums shall not include any amounts payable by the event Executive becomes eligible to so enrollunder an Internal Revenue Code Section 125 health care reimbursement plan.

Without Cause or for Good Reason. If, during the Term, If the Company terminates the Executive's ’s employment without Cause or the Executive resigns Executive's terminates his employment for Good Reason, the Company shall pay Executive's Base Salary the Accrued Amounts subject to standard deductions and accrued and unused vacation earned through withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims in (the form of which is attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claimsA) (the "“Release"); ”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and (b) allowing the permitting such Release to become effective in accordance with its termsterms (the “Release Effective Date”), then and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to the followingto: (i) payment the equivalent of (a) an amount equal to one times (1.0x) the Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time a period of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination (“hereinafter referred to as the “Severance Period”), less standard deductions and withholdings, to be paid during the Severance Period according to the Company’s regular payroll practices, subject to any delay in accordance payment required by Section 4.6 in connection with the Company's payroll practices commencing within sixty (60) days of the date of Executive's terminationRelease Effective Date; (ii) Executive’s Target Bonus in effect at the time of termination, or if none, the date of last Target Bonus in effect for Executive's termination is within the thirty , less standard deductions and withholdings, to be paid in a lump sum no later than ten (3010) days immediately preceding or after the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisableRelease Effective Date; and (iii) continued participation in the medicalevent the Executive timely elects continued coverage under COBRA, dental and vision plans in which Executive (and where applicablethe Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, Executive's spouse and dependents) was enrolled as including any amounts that Company paid for benefits to the qualifying family members of the date of Executive's termination , up until the earlier of: of either (ai) the last day of the Severance Period or, (ii) the date that is twelve (12) months after on which the date of Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

Without Cause or for Good Reason. IfIf Employee’s employment is involuntarily terminated without Cause (and other than due to Employee’s death or Incapacity) within two (2) years after a Change of Control shall have occurred or if Employee resigns for Good Reason within two (2) years after a Change of Control shall have occurred, then the Bank shall pay to Employee (subject to any applicable payroll or other taxes required to be withheld), (i) (A) any unpaid base salary for time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (B) any annual incentive compensation earned during the Termcalendar year preceding the calendar year of termination, the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through but not yet paid as of the date of termination, at payable on the rate earlier of the thirtieth (30th) day after the date of termination, or when otherwise due; and (C) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (a)(i)(A) – (C) collectively are referred to as the “Accrued Obligations”) and (ii) subject to Employee’s signing, delivering and not revoking the Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the time period set forth therein, the following: (A) An amount equal to 2.00 times Employee’s base salary as in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive payable over a period of twenty-four (a24) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective months in accordance with its terms, then Executive shall be entitled to the following: (i) payment regular pay periods of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination Bank (but determined prior to any reduction not less frequently than monthly and in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (bequal installments) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at beginning on the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months first payroll following the date of Executive's termination in accordance with of employment, provided, however, that all payments otherwise due during the Company's payroll practices commencing within first sixty (60) days following termination of employment shall be accumulated and, if the Release requirements have been met, paid on the sixtieth (60th) day following termination of employment. (B) An amount equal to 2.00 times the average annual bonus payable for the five years preceding the calendar year in which the termination occurs (or the average for the number of years this Agreement (or the 2023 Agreement) has been in effect if less than five (5) years.) If this Agreement (or the 2023 Agreement) was in effect and no bonus was paid for a calendar year, then the amount to be used for that year in computing the average shall be zero. The bonus amount shall be payable over a period of twenty-four (24) months in accordance with the regular pay periods of the date of Executive's termination;Bank (but not less frequently than monthly and in equal installments), payable in the same manner and at the same time as the payments in Section 2(a)(A). (iiC) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior An amount equal to the date product of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and twenty-four (iii24) continued participation times the monthly rate of the Bank’s subsidy for coverage in the its medical, dental and vision plans in which Executive for active employees (and where applicable, Executive's spouse including any applicable coverage for spouses and dependents) was enrolled as of in effect on the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or payable in a lump sum on the sixtieth (b60th) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollday following termination of employment.

Without Cause or for Good Reason. Not in Connection with a Change in Control. If, during at any time other than within the Termthree months immediately preceding or the 12 months immediately following the effective date of a Change in Control (as defined below), the Executive’s employment shall be terminated by the Company terminates Executive's employment without Cause or if the Executive resigns Executive's employment for Good Reason, the Company shall pay the Executive's Base Salary ’s base salary and accrued and unused vacation earned through the date of such termination, at the rate in effect at the time of termination, less in each case subject to standard deductions and withholdings, and any unreimbursed business expenses owed to Executive. In addition, subject to Executive (a) upon the Executive’s furnishing to the Company an executed a fully effective waiver and release of claims that is no longer revocable (in the form attached hereto as Exhibit A (or in such other form as may be specified reasonably required by the Company in order to comply with then-existing conform to applicable legal requirements to effect a valid release standards) not later than 45 days following the effective date of claims) such termination (the "Release"“Release Deadline”); , then, subject to any applicable standard payroll deductions and (b) allowing withholdings, the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: to: (i1) a single lump-sum payment of (a) in an amount equal to one times (1.0x) six months of the Executive's annual Base Salary in effect at ’s then-current base salary, payable within 10 business days of the time date the waiver and release of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, claims becomes effective; and (b2) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts payments described in Section 4.4.2.1 below (a) and (b) hereof to be paid in installments over twelve (12) months following collectively, the date of Executive's termination “Severance Benefits”). In the event the Executive is eligible for Severance Benefits under this Section 4.4.2, the Executive is not eligible for any Change In Control Severance Benefits under Section 4.4.3 below. 4.4.2.1 Provided that the Executive and/or his or her eligible dependents elect continued medical insurance coverage in accordance with the Company's payroll practices commencing within sixty (60) days applicable provisions of the date Consolidated Omnibus Budget Reconciliation Act of 1986 and any other applicable state and federal law (commonly referred to as “COBRA”), the Company shall pay to the Executive's termination; , on the first day of each month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for the Executive and his or her eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for a number of months equal to the lesser of (i) the duration of the period in which the Executive and his or her eligible dependents are enrolled in such COBRA coverage (and not otherwise covered by another employer’s group health plan that does not impose an applicable preexisting condition exclusion) and (ii) six months. The Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. On the 45th day following the Executive’s termination of employment, the Company will make the first payment to the Executive under this Section 4.4.2.1, in a lump sum, equal to the aggregate Special Severance Payments that the Company would have paid to the Executive through such date had the Special Severance Payments commenced on the first day of the first month following the termination of employment through such day, with the balance of the Special Severance Payments paid thereafter on the schedule described above. In the event the terminated Executive becomes covered under another employer’s group health plan (other than a plan that imposes a preexisting condition exclusion unless the preexisting condition exclusion does not apply) or otherwise ceases to be eligible for COBRA during the period provided in this Section 4.4.2.1, then the Executive must immediately notify the Company of such event, and the Special Severance Payments shall cease. Notwithstanding the foregoing, if the date Company determines in its sole discretion that it may pay COBRA premiums for Executive and any dependents covered under the Company’s group health plan immediately prior to such termination of Executive's termination is within employment without potentially violating applicable law (including, without limitation, Section 2716 of the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined belowPublic Health Service Act), the vesting then, in lieu of all equity awards granted to Executive prior paying to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in Executive the medicalSpecial Severance Payments described above, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) for a period equal to six months after the date of Executive's termination, or (b) commencing one calendar day following the date upon which Executive incurs a termination of employment, the Company shall pay COBRA premiums for Executive and any dependents covered under the Company’s group health plan immediately prior to such termination of employment, provided that the Company may cease making such premium payments when Executive secures other employment and becomes eligible to enroll participate in any similar the health insurance plan offered or provided by an of Executive’s new employer (other than a plan that imposes a preexisting condition exclusion unless the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollpreexisting condition exclusion does not apply).

Without Cause or for Good Reason. IfThis Agreement may be terminated by the Company without cause on no less than three hundred sixty-five (365) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, during but no more than 365 days, advance notice to the TermCompany or by the Executive for Good Reason. The notice from either party will specify the effective date of the Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable to the Company within the period of time set forth therein (without revoking it, if applicable), the Company will continue to pay to the Executive an amount equal to the Base Salary as and when it would be paid to its executives generally through the Termination Date. On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, “Good Reason” will mean any of the following which remains uncured by the Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) the failure of the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates Executive's employment this Agreement without Cause cause or Executive resigns Executive's employment for Good Reason, the Company shall will only be required to pay Executive's or provide to the Executive all accrued but unpaid Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled benefits as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's such termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

Without Cause or for Good Reason. If, during the Term, the The Employment Term and Executive’s employment hereunder may be terminated by Company terminates Executive's employment without Cause or by Executive resigns Executive's employment for Good Reason, . In the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date event of such termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the Accrued Amounts and subject to Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and Executive’s execution of a release of claims in favor of Company, its affiliates, and their respective officers and directors in a form provided by Company (the “Release”) and such Release becoming effective within twenty eight (28) days following the Termination Date (such 28-day period, the “Release Execution Period”), Executive shall be entitled to receive the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual continued Base Salary in effect at the time of termination for one (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b1) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months year following the date of Executive's termination Termination Date payable in equal installments in accordance with the Company's ’s normal payroll practices commencing practices, but no less frequently than monthly, which shall commence within sixty (60) days following the Termination Date; provided that, if the Release Execution Period begins in one (1) taxable year and ends in another taxable year, payments shall not begin until the beginning of the second (2nd) taxable year; provided further that, the first installment payment shall include all amounts of Base Salary that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment date of Executive's terminationif no delay had been imposed; (iib) if If Executive timely and properly elects health continuation coverage under the date Consolidated Omnibus Budget Reconciliation Act of Executive's termination is within the thirty 1985 (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below“COBRA”), the vesting of all equity awards granted Company shall reimburse Executive for the difference between the monthly COBRA premium paid by Executive for Executive and Executive’s dependents and the monthly premium amount paid by similarly situated active executives (“COBRA Subsidy”). Such COBRA Subsidy reimbursement shall be paid to Executive prior on the last day of each month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such COBRA Subsidy reimbursement until the earliest of: (i) the eighteen (18) month anniversary of the Termination Date; (ii) the date of termination shall accelerate such that all such awards shall be deemed fully vested Executive is no longer eligible to receive COBRA continuation coverage; and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon on which Executive becomes eligible to enroll in any receive similar plan offered coverage from another employer or provided by an employer other than source. Notwithstanding the foregoing, if the Company, at ’s making payments under this Section 5.2(c) would violate the same premium rates and cost sharing as may be charged from time nondiscrimination rules applicable to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify non-grandfathered plans under the Company in writing Affordable Care Act (the “ACA”) or result in the event Executive becomes eligible imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to so enrollreform this Section 5.2(c) in a manner as is necessary to comply with the ACA. (c) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the Flewber Global Inc. 2021 Equity Incentive Plan and the applicable award agreements.

Without Cause or for Good Reason. If, during the Term, If the Company terminates the Executive's ’s employment without Cause or the Executive resigns Executive's terminates her employment hereunder for Good Reason, the Company shall pay Executive's to the Executive the Base Salary and accrued and unused vacation benefits earned through the date of termination, termination at the rate in effect at the time of termination, plus all other amounts to which the Executive is entitled under any compensation plan or practice of the Company at the time of termination, less standard deductions and withholdings. In addition, subject to Executive the Executive’s: (ai) furnishing to the Company an executed waiver and release of claims in substantially the form attached hereto as Exhibit A B (or in such other which form as may be specified by the Company in order amended to comply with then-existing legal requirements to effect a valid release of claimsarising after the Effective Date) (the "“Release")”) no later than forty-five (45) days following the Executive’s termination; and (bii) allowing the Release to become effective in accordance with its terms, then the Executive shall be entitled to the following: (i) payment of (a) in an amount equal to one times fifty percent (1.0x50%) of the Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in the Base Salary that would give rise to the Executive's ’s right to voluntarily resign for "Good Reason" Reason pursuant to Section 4.6.2), less required standard deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in equal installments over twelve a period of six (126) months following the date of Executive's termination in accordance with pursuant to the Company's ’s standard payroll practices commencing within sixty (60) days of the date of Executive's termination“Cash Severance”); (ii) if should the Executive elect to continue Company-sponsored group health insurance benefits in accordance with the provisions of COBRA or State Continuation, as applicable, following the date of Executive's termination is within termination, to the thirty extent that doing so will not result in adverse tax consequences or violate applicable law, the Company shall pay the full premium for such group health insurance continuation benefits for the Executive and any eligible dependents for a period of six (30) days immediately preceding or the twelve (126) months immediately following after the effective date of the Release; provided, however, that any such payments will cease if the Executive voluntarily enrolls in a Corporate Transaction (as defined belowhealth insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. The Executive agrees to promptly notify the Company in writing of any such enrollment. For purposes of this Section 4.5.3(ii), references to COBRA or State Continuation premiums shall not include any amounts payable by the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisableunder an Internal Revenue Code Section 125 health care reimbursement plan; and (iii) continued participation in subject to the medicalprovisions of Section 3.3.3 during the Double-Trigger Period, dental and vision plans in which the vesting and/or exercisability of each of the Executive’s outstanding stock awards (including any stock options, restricted stock or other awards granted to the Executive (and where applicable, Executive's spouse and dependentsby the Company) was enrolled as of shall be automatically accelerated on the date of Executive's termination until as to the earlier of: number of stock awards that would have vested over the six (a6) the date that is twelve (12) months after month period following the date of Executive's termination, or (b) termination had the date upon which Executive becomes eligible to enroll in any similar plan offered or provided remained continuously employed by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment Company during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

Without Cause or for Good Reason. IfThe Employment Term and Executive’s employment hereunder may be terminated by Executive for Good Reason or by the Company without Cause. In the event of such termination, Executive shall be entitled to receive the following: (a) The Accrued Amounts; (b) Any accrued but unpaid Annual Bonus with respect to any completed calendar year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; (c) One and one-half (1.5) times Executive’s Base Salary as in effect immediately prior to the Termination Date; (d) A payment equal to the product of (i) the Annual Bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date (as determined in accordance with Section 5.6) occurs based on actual achievement of the applicable performance goals for such year and (ii) a fraction, the numerator of which is the number of days Executive was employed by the Company during the Termyear of termination and the denominator of which is the number of days in such year (the “Pro-Rata Bonus”). This amount shall be paid on the date that annual bonuses are paid to similarly situated executives, but in no event later than two and-one-half (2 1/2) months following the Company terminates Executive's employment without Cause or end of the calendar year in which the Termination Date occurs; (e) If Executive resigns Executive's employment for Good Reasontimely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay Executive's Base Salary reimburse Executive for the monthly COBRA premiums paid by Executive for himself and accrued and unused vacation earned through his dependents (the “COBRA Payments”). Such reimbursement shall be paid to Executive on the first day of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive receives substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.2(e) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of terminationpenalties under the ACA and the related regulations and guidance promulgated thereunder), at the rate parties agree to reform this Section 5.2(e) in effect at a manner as is necessary to comply with the time ACA. (f) The Award will vest in full and the treatment of termination, less standard deductions any other outstanding equity awards shall be determined in accordance with the terms of the Incentive Plan and withholdingsthe applicable award agreements. In addition, The receipt of these amounts are subject to Executive (a) furnishing to the Company an executed waiver Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in substantially the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "“Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a”) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing such Release becoming effective within sixty (60) days of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or following the twelve Termination Date (12) months immediately following a Corporate Transaction (as defined below)such thirty-day period, the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll“Release Execution Period”).

Without Cause or for Good Reason. If, during the Term, the Company terminates If Executive's ’s employment with Bank is involuntarily terminated without Cause within two (2) years after a Change of Control (as defined below) shall have occurred or if Executive resigns Executive's terminates employment with Bank for Good ReasonReason within two (2) years after a Change of Control shall have occurred, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the followingreceive, subject to any applicable delay set forth in Section 19 below: (i) payment of The Accrued Obligations (a) an amount equal to one times (1.0x) Executive's annual Base Salary as defined in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.26(a), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination); (ii) if Subject to Executive’s signing, delivering and not revoking the date of Executive's termination is Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the thirty period set forth in the Release: (30A) days A payment equal to two (2) times Executive’s annual base salary in effect immediately preceding or such termination payable in one lump sum, less all applicable withholdings, on the twelve sixtieth (1260th) months immediately following a Corporate Transaction day after Executive’s termination of employment (as defined belowthe “Severance Benefit”), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iiiB) continued participation in the medical, dental and vision plans in which Executive For eighteen (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (1218) months after the date of Executive's termination, Executive shall receive coverage under all Health Care Plans in which Executive and/or Executive’s spouse and any of Executive’s dependents were entitled to participate immediately prior to such termination, with Employer paying the employer portion of the premium therefor (the “Health Care Continuance Benefit”), provided that the continued participation of Executive and/or Executive’s spouse and any of Executive’s dependents is possible under the general terms and provisions of the Health Care Plans. If Employer cannot maintain such coverage for Executive or Executive’s spouse or dependents under the terms and provisions of the Health Care Plans (bor where such continuation would adversely affect the tax status of the Health Care Plans pursuant to which the coverage is provided), Employer shall provide the Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying Executive the estimated cost of the expected premium for eighteen (18) months after the date upon of termination with such payments to be made in accordance with Bank’s established payroll practices (but no less frequently than monthly) for employees generally for the period during which such cash payments are to be provided, less all applicable withholdings. To the extent allowed by applicable law, the 18-month Health Care Continuance Benefit period shall run concurrently with the period for which Executive becomes and/or Executive’s spouse and any of Executive’s dependents would be eligible for continuation coverage under the COBRA Period. (C) An additional amount, payable in one lump sum, less all applicable withholdings, on the sixtieth (60th) day following Executive’s termination of employment, equal to enroll one (1) times the highest annual bonus compensation pursuant to Section 3(b) above earned by Executive for the three (3) immediately preceding complete fiscal years or such fewer number of complete fiscal years as Executive may have been employed by Employer. For the avoidance of any doubt, if Employer makes a determination to award no annual bonus compensation to Executive for the three (3) immediately preceding complete fiscal years or such fewer number of complete fiscal years as Executive may have been employed, then no amount is payable under this Section 9(a)(ii)(C). Notwithstanding the foregoing, and in any similar plan offered or provided by an employer other than the Companyaddition to Employer’s remedies set forth in Section 8(e), at the same premium rates all such payments and cost sharing as may benefits under Section 9(a) otherwise to be charged from time made after Executive’s termination of employment shall cease to time for employees generallybe paid, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing and Employer shall have no further obligation with respect thereto, in the event Executive becomes eligible to so enrollExecutive, without the consent of Employer, engages in any activity prohibited by Section 8.

Without Cause or for Good Reason. If, The Employment Term and the Executive’s employment hereunder may be terminated (i) by the Executive for Good Reason or (ii) by the Company without Cause (other than on account of the Executive’s death or Disability). In the event of such termination of employment during the Employment Term, the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the following: (i) payment Accrued Amounts and, subject to the Executive’s compliance with Sections 6 ‑ 9 of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions this Agreement and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days satisfaction of the date Release Requirements (as defined below) as of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction Payment Date (as defined below), the vesting following: (a) An amount equal to the sum of all equity awards granted the following: (i) one and three quarters (1.75) times the sum of the Executive’s Base Salary for the year in which the Termination Date occurs; plus, (ii) one (1) times the greater of (1) the Executive’s Annual Bonus received for the immediately preceding year or (2) the Executive’s target bonus, if any, for year in which such termination occurs. Such amount shall be paid (A) in substantially equal monthly installments beginning on the sixtieth (60th) day following the Termination Date (the “Payment Date”) and continuing through the Restricted Period (as defined in Section 7.2)) and (B) such amount less the aggregate payments made pursuant to clause (A) in a lump sum within ten (10) days following the end of the Restricted Period; (b) six (6) months of outplacement services in an amount not to exceed $25,000 by an outplacement firm selected by the Company to assist the Executive in search of a new position commencing as of the Payment Date; (c) if the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Any such reimbursement for the period prior to the date of termination shall accelerate such that all such awards Payment Date shall be deemed fully vested paid to the Executive in a lump sum on the Payment Date and any reimbursement for any month (or portion thereof) on and after the Payment Date shall be paid to the Executive on the tenth day of the month immediately exercisablefollowing 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 24‑month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.2(c) would violate the nondiscrimination rules applicable to non‑grandfathered group health plans, or result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (the “PPACA”), the parties agree to reform this Section 5.2(c) in a manner as is necessary to comply with the PPACA; and (iiid) continued participation notwithstanding any provision to the contrary in any option agreement, restricted stock agreement, plan or other agreement relating to equity-based compensation, all outstanding equity-based compensation, including, but not limited to, units, stock options, incentive stock options, performance shares, stock appreciation rights and restricted stock, granted to the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependentsincluding any supplemental matching contributions pursuant to the Company’s deferred compensation plan (the “401(k) was enrolled Make‑up Plan”)) shall become fully vested as of the date Payment Date and, to the extent applicable, exercisable for the remainder of Executive's termination until their full term and otherwise will be paid or settled in accordance with their terms; provided, however, that (i) any settlement or payment provisions of such awards that are set forth in the earlier of: applicable award agreement and other applicable governing documents and that are required under Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”), shall remain in effect and shall not be accelerated or further deferred in violation of Section 409A of the Code (“Section 409A”) and (ii) the date that is twelve payment of any performance-based awards intended to comply with the performance-based compensation requirements of Section 162(m) of the Code shall be made at the end of the applicable performance period, with the amount (12if any) months after paid to be based on the date level of Executive's terminationachievement of the performance goal or goals. If the Release Requirements are not satisfied as of the Payment Date, the Executive will not be entitled to any payments or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer benefits pursuant this Agreement other than the Accrued Amounts. In the event that a payment or benefit is not subject to Section 409A of the Code, the Company, at in its sole discretion, may accelerate the same premium rates Payment Date with respect to such payment or benefit and cost sharing such accelerated date shall be the Payment Date for all purposes of this Agreement with respect to such payment or benefit. For purposes of this Agreement, the “Release Requirements” shall be satisfied as may be charged from time to time for employees generallyof any date if, as if of such date, (I) the Executive had continued in employment during such period. Executive agrees has executed and returned to immediately notify the Company of a release of claims, in writing favor of the Company, its affiliates and their respective officers and directors in a form provided by the event Company (the “Release”), with such form including provisions requiring, among other things, the Executive becomes eligible to so enrollcooperate with it in future litigation or similar proceedings and clauses protecting the Company from the Executive’s disparagement of it, or the Executive’s future efforts to secure employment with it, (II) any applicable revocation period has expired, (III) the Executive has not revoked the Release, and (IV) the Release is effective as of such date.

Without Cause or for Good Reason. IfIf Employee’s employment is involuntarily terminated without Cause (and other than due to Employee's death or Incapacity) within two (2) years after a Change of Control shall have occurred or if Employee resigns for Good Reason within two (2) years after a Change of Control shall have occurred, then the Bank shall pay to Employee (subject to any applicable payroll or other taxes required to be withheld), (i) (A) any unpaid base salary for time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (B) any annual incentive compensation earned during the Termcalendar year preceding the calendar year of termination, the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through but not yet paid as of the date of termination, at payable on the rate earlier of the thirtieth (30th) day after the date of termination, or when otherwise due; and (C) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (a)(i)(A) – (C) collectively are referred to as the “Accrued Obligations”) and (ii) subject to Employee’s signing, delivering and not revoking the Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the time period set forth therein, the following: (A) An amount equal to 1.00 times Employee’s base salary as in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release payable over a period of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months in accordance with the regular pay periods of Old Point (but not less frequently than monthly and in equal installments) beginning on the first payroll following the date of Executive's termination in accordance with of employment, provided, however, that all payments otherwise due during the Company's payroll practices commencing within first sixty (60) days following termination of employment shall be accumulated and, if the date Release requirements have been met, paid on the sixtieth (60th) day following termination of Executive's termination;employment. (iiB) if An amount equal to 1.00 times the date of Executive's average annual bonus payable for the five years preceding the calendar year in which the termination is within the thirty occurs (30) days immediately preceding or the average for the number of years the Agreement has been in effect if less than five (5) years.) If the Agreement was in effect and no bonus was paid for a calendar year, then the amount to be used for that year in computing the average shall be zero. The bonus amount shall be payable over a period of twelve (12) months immediately following a Corporate Transaction in accordance with the regular pay periods of the Bank (as defined belowbut not less frequently than monthly and in equal installments), payable in the vesting of all equity awards granted to Executive prior same manner and at the same time as the payments in Section 2(a)(A). (C) An amount equal to the date product of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and twelve (iii12) continued participation times the monthly rate of the Bank’s subsidy for coverage in the its medical, dental and vision plans in which Executive for active employees (and where applicable, Executive's spouse including any applicable coverage for spouses and dependents) was enrolled as of in effect on the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or payable in a lump sum on the sixtieth (b60th) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollday following termination of employment.

Without Cause or for Good Reason. If, during The Employment Term and the Term, the Company terminates Executive's employment without Cause or hereunder may be terminated by the Executive resigns Executive's employment for Good ReasonReason or by the Company without Cause. In the event of such termination, the Company Executive shall pay Executive's Base Salary and accrued and unused vacation earned through be entitled to receive the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In additionAccrued Amounts and, subject to Executive (a) furnishing to the Company an executed waiver Executive's compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and the Executive's execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form attached hereto as Exhibit A (or in such other form as may be specified provided by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release") and such Release becoming effective the day following the Termination Date (the "Release Execution Period"); and (b) allowing , the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the following: (ia) Continued payment of (a) an amount equal to one times (1.0x) Executive's annual ’s Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of termination (the “Severance Period”), as if Executive's termination ’s employment had not so terminated, payable in accordance with the Company's ’s regular payroll practices commencing within sixty (60) days of the date as of Executive's termination’s separation from service; provided that, if the Release Execution Period and any period to revoke the Release begins in one taxable year and ends in another taxable year, payment shall not be made until the second taxable year; (iib) a payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs, payable on the date of Executive's termination is within the thirty that annual bonuses are paid to similarly situated executives, but in no event later than two (30) days immediately preceding or the twelve (122) months immediately following a Corporate Transaction the end of the fiscal year in which the Termination Date occurs; (as defined belowc) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the vesting of all equity awards granted to Company shall reimburse the Executive prior for the monthly COBRA premium paid by the Executive for the Executive and the Executive's dependents during the Severance Period or until the Executive becomes covered by a new health insurance plan from another employer, whichever date is sooner. Such reimbursement shall be paid to the date Executive on the first day of termination shall accelerate such that all such awards shall be deemed fully vested and the month immediately exercisable; and following the month in which the Executive timely remits the premium payment. Notwithstanding the foregoing, if the Company's making payments under this Section 5.2(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (iii) continued participation the "ACA"), or result in the medicalimposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), dental and vision plans the parties agree to reform this Section 5.2(c) in which Executive (and where applicable, Executive's spouse and dependents) was enrolled a manner as of is necessary to comply with the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollACA.

Without Cause or for Good Reason. in Connection with a Change in Control. If, during within the Termthree months immediately preceding or the 12 months immediately following the effective date of a Change in Control, the Executive’s employment shall be terminated by the Company terminates Executive's employment without Cause or if the Executive resigns Executive's employment for Good ReasonReason (in either case, a “COC Termination”), the Company shall pay the Executive's Base Salary ’s base salary and accrued and unused vacation earned through the date of such termination, at the rate in effect at the time of termination, less in each case subject to standard deductions and withholdings, and any unreimbursed business expenses owed to Executive. In addition, subject to Executive (a) upon the Executive’s furnishing to the Company an executed a fully effective waiver and release of claims that is no longer revocable (in the form attached hereto as Exhibit A (or in such other form as may be specified reasonably required by the Company in order to comply with then-existing conform to applicable legal requirements standards) not later than 45 days following the effective date of such COC Termination (also referred to effect a valid release of claims) (herein as the "Release"“Release Deadline”); and (b) allowing , the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: to: (i1) a single lump-sum payment of (a) in an amount equal to one times (1.0x) year of the Executive's annual Base Salary in effect at the time of termination (but determined prior ’s then-current base salary, subject to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required standard payroll deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing payable within sixty (60) 10 business days of the date the waiver and release of Executive's termination; claims becomes effective; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted then outstanding options to purchase Common Stock held by the Executive prior to (the “Outstanding Options”) shall, upon the effective date of termination shall accelerate such waiver and release, be accelerated such that all such awards Outstanding Options shall be deemed fully vested vested; and immediately exercisable; and (iii) continued participation the payments described in the medical, dental and vision plans in which Executive Section 4.4.2.1 above (and where applicable, Executive's spouse and dependents) was enrolled as provided that for purposes of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's terminationpayments to be made pursuant to this Section 4.4.3, or (b) the date upon which Executive becomes eligible all references to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may “six months” shall be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollreplaced with “12 months”).

Without Cause or for Good Reason. If, during the Term, If the Company terminates the Executive's ’s employment without Cause or the Executive resigns Executive's terminates his employment hereunder for Good Reason, the Company shall pay Executive's to the Executive the Base Salary and accrued and unused vacation benefits earned through the date of termination, termination at the rate in effect at the time of termination, plus all other amounts to which the Executive is entitled under any compensation plan or practice of the Company at the time of termination, less standard deductions and withholdings. In addition, subject to Executive the Executive’s: (ai) furnishing to the Company an executed waiver and release of claims in substantially the form attached hereto as Exhibit A B (or in such other which form as may be specified by the Company in order amended to comply with then-existing legal requirements to effect a valid release of claimsarising after the Effective Date) (the "“Release")”) no later than forty-five (45) days following the Executive’s termination; and (bii) allowing the Release to become effective in accordance with its terms, then the Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual 100% of the Base Salary in effect at the time of termination (but determined prior to any reduction in the Base Salary that would give rise to the Executive's ’s right to voluntarily resign for "Good Reason" Reason pursuant to Section 4.6.2), less required standard deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in equal installments over a period of twelve (12) months following the date of Executive's termination in accordance with pursuant to the Company's ’s standard payroll practices commencing within sixty (60) days of the date of Executive's termination“Cash Severance”); (ii) if should the Executive elect to continue Company-sponsored group health insurance benefits in accordance with the provisions of COBRA or State Continuation, as applicable, following the date of Executive's termination is within termination, to the thirty (30) days immediately preceding extent that doing so will not result in adverse tax consequences or the twelve (12) months immediately following a Corporate Transaction (as defined below)violate applicable law, the vesting Company shall pay the full premium for such group health insurance continuation benefits for the Executive and any eligible dependents for a period of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the effective date of Executive's terminationthe Release; provided, or (b) however, that any such payments will cease if the date upon which Executive becomes eligible to enroll voluntarily enrolls in any similar a health insurance plan offered by another employer or provided by an employer other than entity during the Company, at period in which the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during Company is paying such periodpremiums. The Executive agrees to immediately promptly notify the Company in writing of any such enrollment. For purposes of this Section 4.5.3(ii), references to COBRA or State Continuation premiums shall not include any amounts payable by the Executive under an Internal Revenue Code Section 125 health care reimbursement plan; and (iii) the vesting and/or exercisability of each of the Executive’s outstanding stock awards (including any stock options, restricted stock, founder’s stock or other awards granted to the Executive by the Company) shall be automatically accelerated on the date of termination as to the number of stock awards that would have vested over the twelve (12) month period following the date of termination had the Executive remained continuously employed by the Company during such period. Notwithstanding the foregoing, in the event that the Company terminates the Executive’s employment without Cause but after providing the Executive becomes eligible with: (i) written notice of the Board’s good-faith determination that the Executive’s participation in other activities pursuant to so enrollSection 2.1 is interfering with the Executive’s performance of his duties under this Agreement; and (ii) a period of thirty (30) days to remedy such situation to the satisfaction of the Board in its reasonable discretion, the Executive shall be entitled, subject to the provisions of this Section 4.5.3 (including, for the avoidance of doubt, the Executive’s (a) furnishing to the Company the Release no later than forty-five (45) days following the Executive’s termination and (b) allowing such Release to become effective in accordance with its terms), to receive one-half of the benefits set forth in this Section 4.5.3.

Without Cause or for Good Reason. If, during the Term, If the Company terminates the Executive's ’s employment without Cause or the Executive resigns Executive's terminates his employment for Good Reason, the Company shall pay Executive's Base Salary the Accrued Amounts subject to standard deductions and accrued and unused vacation earned through withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims in (the form of which is attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claimsA) (the "“Release"); ”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and (b) allowing the permitting such Release to become effective in accordance with its termsterms (the “Release Effective Date”), then and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to the followingfollowing benefits subject to the following terms and conditions: (i) continued payment of (a) an amount equal to one times (1.0x) Executive's annual ’s Base Salary in effect at the time of termination (but determined prior for a period of up to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of termination (the “Severance Period”), less standard deductions and withholdings, to be paid in accordance with the Company’s standard payroll practices; subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; (ii) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive's termination’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, or including any amounts that Company paid for benefits to the qualifying family members of the Executive, up until the earlier of either (bi) the last day of the Severance Period or, (ii) the date upon on which the Executive becomes eligible begins full-time employment with another company or business entity which offers comparable health insurance coverage to enroll in any similar plan offered or provided by an employer other than the Executive; and (iii) Notwithstanding anything to the contrary set forth herein, the Severance Period, and the Company, ’s provisions of cash severance benefits to Executive under this Section 4.4.3 shall immediately cease upon the date that Executive begins full-time employment with another company or business entity which offers base compensation to Executive of at least ninety-five percent (95%) of Executive’s annual Base Salary amount in effect at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such periodof termination. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollof any such employment.

Without Cause or for Good Reason. If, during the Term, If the Company terminates the Executive's ’s employment without Cause or the Executive resigns Executive's terminates her employment hereunder for Good Reason, the Company shall pay Executive's to the Executive the Base Salary and accrued and unused vacation benefits earned through the date of termination, termination at the rate in effect at the time of termination, plus all other amounts to which the Executive is entitled under any compensation plan or practice of the Company at the time of termination, less standard deductions and withholdings. In addition, subject to Executive the Executive’s: (ai) furnishing to the Company an executed waiver and release of claims in substantially the form attached hereto as Exhibit A B (or in such other which form as may be specified by the Company in order amended to comply with then-existing legal requirements to effect a valid release of claimsarising after the Effective Date) (the "“Release")”) no later than forty-five (45) days following the Executive’s termination; and (bii) allowing the Release to become effective in accordance with its terms, then the Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times fifty percent (1.0x50%) Executive's annual of the Base Salary in effect at the time of termination (but determined prior to any reduction in the Base Salary that would give rise to the Executive's ’s right to voluntarily resign for "Good Reason" Reason pursuant to Section 4.6.2), less required standard deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in equal installments over twelve a period of six (126) months following the date of Executive's termination in accordance with pursuant to the Company's ’s standard payroll practices commencing within sixty (60) days of the date of Executive's termination“Cash Severance”); (ii) if should the Executive elect to continue Company-sponsored group health insurance benefits in accordance with the provisions of COBRA or State Continuation, as applicable, following the date of Executive's termination is within termination, to the thirty extent that doing so will not result in adverse tax consequences or violate applicable law, the Company shall pay the full premium for such group health insurance continuation benefits for the Executive and any eligible dependents for a period of six (30) days immediately preceding or the twelve (126) months immediately following after the effective date of the Release; provided, however, that any such payments will cease if the Executive voluntarily enrolls in a Corporate Transaction (as defined belowhealth insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. The Executive agrees to promptly notify the Company in writing of any such enrollment. For purposes of this Section 4.5.3(ii), references to COBRA or State Continuation premiums shall not include any amounts payable by the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisableunder an Internal Revenue Code Section 125 health care reimbursement plan; and (iii) continued participation in subject to the medicalprovisions of Section 3.3.3 during the Double-Trigger Period, dental and vision plans in which the vesting and/or exercisability of each of the Executive’s outstanding stock awards (including any stock options, restricted stock or other awards granted to the Executive (and where applicable, Executive's spouse and dependentsby the Company) was enrolled as of shall be automatically accelerated on the date of Executive's termination until as to the earlier of: number of stock awards that would have vested over the six (a6) the date that is twelve (12) months after month period following the date of Executive's termination, or (b) termination had the date upon which Executive becomes eligible to enroll in any similar plan offered or provided remained continuously employed by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment Company during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

Without Cause or for Good Reason. If, during If the Term, Employment Period ends due to the Company terminates Company’s termination of Executive's ’s employment without Cause (and not due to death or Executive resigns Disability), or due to Executive's employment ’s resignation for Good ReasonReason (and, as a result of such ending of the Employment Period, Executive is no longer employed by any member of the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claimsGroup) (the "Release"such termination a “Qualifying Termination”); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the followingpaid or shall receive: (i) payment if such Qualifying Termination does not occur within the 6-month period following the date of the consummation of a Change in Control (aas defined below), (A) an amount equal to one 0.5 times (1.0x) Executive's annual the Base Salary in effect at on the time Date of termination Termination, which amount shall be paid in substantially equal installments for the 6-month period following the Date of Termination, plus (but determined prior B) any unpaid Annual Bonus payable to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" Executive pursuant to Section 4.6.22(b)(ii) above for any Bonus Year preceding the year in which the Date of Termination occurs, payable based on actual performance at such times as the Annual Bonus is paid to similarly situated employees of the Company (but in any event prior to March 15th of the year following the Bonus Year) (such bonus, the “Prior Year Bonus”), less required deductions and withholdings, and (bC) an amount equal all unvested equity-based awards granted under the Equity Plan held by Executive as of immediately prior to one times (1.0x) the Date of Termination shall remain outstanding, notwithstanding Executive's on-target annual performance incentive bonus in effect at the time ’s termination of terminationemployment, less required deductions and withholdings, such amounts described in (a) and (b) hereof shall be eligible to be paid in installments over twelve (12) months following the date of Executive's termination continue to vest in accordance with the terms and conditions provided in the applicable award agreements governing such awards for the 12-month period immediately following the Date of Termination and will be settled in accordance with the original payment schedule applicable to such awards; provided, however, with respect to any severance payments made in installments pursuant to this Section 4(a)(i), the first installment of such severance pay shall be made on the Company's ’s first payroll practices commencing within date that is on or after the date that is sixty (60) days after the Date of Termination, and such payment shall include (without interest) the number of such installments that would have been paid between the Date of Termination and such first payment date of Executive's terminationhad such installments been paid on the Company’s regular payroll dates during such period; (ii) if such Qualifying Termination does occur within the 6-month period following the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following consummation of a Corporate Transaction Change in Control (as defined below), (A) an amount equal to 2.00 times the vesting Base Salary in effect on the Date of Termination, which amount shall be paid in substantially equal installments for the 24-month period following the Date of Termination, plus (B) the Prior Year Bonus, if unpaid, and (C) all equity unvested equity-based awards granted to under the Equity Plan held by Executive as of immediately prior to the date Date of Termination shall remain outstanding, notwithstanding Executive’s termination of employment, and shall accelerate such that all be eligible to continue to vest in accordance with the terms and conditions provided in the applicable award agreements governing such awards for the remainder of the vesting period applicable to each such award and will be settled in accordance with the original payment schedule applicable to such awards (the continued vesting determined pursuant to this Section 4(a)(ii) or Section 4(a)(i), as applicable, the “Ongoing Vesting”); provided, however, with respect to any severance payments made in installments pursuant to this Section 4(a)(ii), the first installment of such severance pay shall be deemed fully vested made on the Company’s first payroll date that is on or after the date that is sixty (60) days after the Date of Termination, and immediately exercisablesuch payment shall include (without interest) the number of such installments that would have been paid between the Date of Termination and such first payment date had such installments been paid on the Company’s regular payroll dates during such period; and (iii) continued participation in the medicalfollowing, dental and vision plans in which Executive to the extent applicable: (and where applicableA) Executive’s earned but unpaid Base Salary through the Date of Termination, Executive's spouse and dependents(B) was enrolled payment for accrued but unused vacation time existing as of the date Date of Executive's termination until Termination, to the earlier of: extent required by the terms of the Company’s written vacation policy in effect from time to time, and (aC) the date that is twelve (12) months after the date any vested amounts due to Executive under any plan, program or policy of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at to the same premium rates and cost sharing as may extent not previously paid (if any) (collectively, the “Accrued Obligations”), which shall be charged from time to time for employees generallypaid or provided, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing each case, in the event Executive becomes eligible to so enrolltime periods required by applicable law.

Without Cause or for Good Reason. If, during the Term, the Company terminates Executive's ’s employment without Cause or Executive resigns Executive's ’s employment for Good Reason, the Company shall pay Executive's ’s Base Salary and accrued and unused vacation earned through the date of termination, termination at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "“Release"”); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's ’s right to voluntarily resign for "“Good Reason" ” pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's ’s on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's ’s termination in accordance with the Company's ’s payroll practices commencing within sixty (60) days of the date of Executive's ’s termination; (ii) if the date of Executive's ’s termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate accelerate, such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's ’s spouse and dependents) was enrolled as of the date of Executive's ’s termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's ’s termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

Without Cause or for Good Reason. If, during the Term, If Executive’s employment with the Company terminates Executive's employment ends as a result of an involuntary termination by the Company without Cause (including a non-renewal of the Term by the Company) or Executive resigns due to Executive's employment ’s resignation for Good Reason, then, in addition to the amounts payable under Section 5(c)(i), subject to Executive’s timely execution, delivery, and non-revocation of the General Release and the other conditions and limitations herein, the Company shall pay or provide Executive with the following benefits: (A) Cash severance equal to, in the aggregate, two (2) times the sum of (x) Executive's ’s Base Salary and accrued and unused vacation earned through the date of termination, (at the rate in effect at immediately prior to the time of terminationSeparation Date), less standard deductions and withholdings. In addition(y) Executive’s target Annual Bonus for the performance year in which the Separation Date occurs, even if Employee’s employment had terminated on or prior to that date, subject to Executive all applicable taxes and withholdings (a) furnishing to collectively, the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2“Severance Payment”), less required deductions and withholdings, and (b) an amount payable in substantially equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve the twenty-four (1224) months following the date of Executive's termination Separation Date in accordance with the Company's ’s regular payroll practices commencing within sixty (60) days payment schedule; provided, that no installment or portion of the date Severance Payment shall be payable or paid prior to the expiration of the applicable revocation period for the General Release; and provided further, that if the Severance Payment is subject to Section 409A (as defined in Section 5(f)(v)) and the timing of Executive's termination’s execution and delivery of the General Release could affect the calendar year in which any amount of the Severance Payment is paid because the Separation Date occurred toward the end of a calendar year, then no portion of the Severance Payment shall be paid until the Company’s first payroll payment date in the year following the year in which the Separation Date occurs, and any amount that is not paid prior to such date due to such restriction shall be paid (subject to the applicable conditions) along with the installment scheduled to be paid on that date; (iiB) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following Any earned but unpaid Annual Bonus for a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive performance year ending prior to the date year in which the Separation Date occurs, which will be paid when otherwise payable under Section 3(b), even if Executive’s employment had terminated on or prior to that date, or, if later, as soon as reasonably practicable following the expiration of termination shall accelerate such that all such awards shall be deemed fully vested the applicable revocation period for the General Release; (C) To the extent not yet paid, the Make-Whole Cash Bonus; (D) As of the Separation Date, immediate accelerated vesting of the Sign-On RSU Award and the Make-Whole RSU Award, and immediate accelerated vesting of the Make-Whole PSU Award at one-hundred percent (100%) of target (or, if applicable, the Alternate RSU Award will immediately exercisablevest in full as of the Separation Date); and (iiiE) continued participation in the medicalProvided that Executive is eligible for and timely elects group health insurance continuation coverage for himself, dental and vision plans in which Executive (and where applicable, Executive's his spouse and dependents) was enrolled his dependents under a Company group health plan or plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any comparable state law (“COBRA”), the Company shall pay or reimburse Executive for a portion of the date cost of such coverage, equal to the portion paid by the Company of the premium that was in effect under the applicable Company group health plan(s) immediately prior to Executive's termination until ’s Separation Date, for the earlier of: period beginning on the Separation Date and ending on the earliest of (ax) the twenty-four (24) month anniversary of the Separation Date, (y) the date that is twelve (12) months after the date as of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than receive comparable benefits from a subsequent employer, and (z) the Companydate on which Executive is no longer eligible to receive COBRA coverage. Notwithstanding the foregoing, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing shall have no obligation to make such payment or pay such reimbursement in the event Executive becomes eligible to so enrollthat the provision of such benefit would result in noncompliance with applicable law or the assessment of penalties or fines against the Company.

Without Cause or for Good Reason. IfIf Employee’s employment is involuntarily terminated without Cause (and other than due to Employee's death or Incapacity) within two (2) years after a Change of Control shall have occurred or if Employee resigns for Good Reason within two (2) years after a Change of Control shall have occurred, then the Bank shall pay to Employee (subject to any applicable payroll or other taxes required to be withheld), (i) (A) any unpaid base salary for time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (B) any annual incentive compensation earned during the Termcalendar year preceding the calendar year of termination, the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through but not yet paid as of the date of termination, at payable on the rate earlier of the thirtieth (30th) day after the date of termination, or when otherwise due; and (C) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (a)(i)(A) – (C) collectively are referred to as the “Accrued Obligations”) and (ii) subject to Employee’s signing, delivering and not revoking the Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the time period set forth therein, the following: (A) An amount equal to 1.50 times Employee’s base salary as in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release payable over a period of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months in accordance with the regular pay periods of Old Point (but not less frequently than monthly and in equal installments) beginning on the first payroll following the date of Executive's termination in accordance with of employment, provided, however, that all payments otherwise due during the Company's payroll practices commencing within first sixty (60) days following termination of employment shall be accumulated and, if the date Release requirements have been met, paid on the sixtieth (60th) day following termination of Executive's termination;employment. (iiB) if An amount equal to 1.50 times the date of Executive's average annual bonus payable for the five years preceding the calendar year in which the termination is within the thirty occurs (30) days immediately preceding or the average for the number of years the Agreement has been in effect if less than five (5) years.) If the Agreement was in effect and no bonus was paid for a calendar year, then the amount to be used for that year in computing the average shall be zero. The bonus amount shall be payable over a period of twelve (12) months immediately following a Corporate Transaction in accordance with the regular pay periods of the Bank (as defined belowbut not less frequently than monthly and in equal installments), payable in the vesting of all equity awards granted to Executive prior same manner and at the same time as the payments in Section 2(a)(A). (C) An amount equal to the date product of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and twenty-four (iii24) continued participation times the monthly rate of the Bank’s subsidy for coverage in the its medical, dental and vision plans in which Executive for active employees (and where applicable, Executive's spouse including any applicable coverage for spouses and dependents) was enrolled as of in effect on the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or payable in a lump sum on the sixtieth (b60th) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollday following termination of employment.

Without Cause or for Good Reason. If, during the Term, the Company terminates Executive's ’s employment without Cause or Executive resigns Executive's ’s employment for Good Reason, the Company shall pay Executive's ’s Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A C (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "“Release"”); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one two times (1.0x2x) Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's ’s right to voluntarily resign for "“Good Reason" ” pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one two times (1.0x2x) Executive's ’s on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve twenty-four (1224) months following the date of Executive's ’s termination in accordance with the Company's ’s payroll practices practices, commencing within sixty (60) days of the date of Executive's ’s termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iiiii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's ’s spouse and dependents) was enrolled as of the date of Executive's ’s termination until the earlier of: (a) the date that is twelve twenty-four (1224) months after the date of Executive's ’s termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

Without Cause or for Good Reason. If, during the Term, the Company terminates If Executive's ’s employment is involuntarily terminated without Cause within one (1) year after a Change of Control (as defined below) shall have occurred or if Executive resigns Executive's employment for Good ReasonReason within one (1) year after a Change of Control shall have occurred, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the followingreceive, subject to any applicable delay set forth in Section 19 below: (i) payment of The Accrued Obligations (a) an amount equal to one times (1.0x) Executive's annual Base Salary as defined in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.26(a), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination); (ii) if Subject to Executive’s signing, delivering and not revoking the date of Executive's termination is Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the thirty period set forth in the Release: (30A) days A payment equal to two (2) times Executive’s annual base salary in effect immediately preceding or such termination payable in one lump sum, less all applicable withholdings, on the twelve sixtieth (1260th) months immediately following a Corporate Transaction (as defined below), the vesting day after Executive’s termination of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; andemployment; (iiiB) continued participation in the medical, dental and vision plans in which Executive For eighteen (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (1218) months after the date of Executive's termination, Executive shall receive coverage under all Health Care Plans in which Executive and/or Executive’s spouse and any of Executive’s dependents were entitled to participate immediately prior to such termination, with Employer paying the employer portion of the premium therefor (the “Change of Control Health Care Continuance Benefit”), provided that the continued participation of Executive and/or Executive’s spouse and any of Executive’s dependents is possible under the general terms and provisions of the Health Care Plans. If Employer cannot maintain such coverage for Executive or Executive’s spouse or dependents under the terms and provisions of the Health Care Plans (bor where such continuation would adversely affect the tax status of the Health Care Plans pursuant to which the coverage is provided), Employer shall provide the Change of Control Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying Executive the estimated cost of the expected premium for eighteen (18) months after the date upon of termination with such payments to be made in accordance with Employer’s established payroll practices (but no less frequently than monthly) for employees generally for the period during which such cash payments are to be provided, less all applicable withholdings. To the extent allowed by applicable law, the 18-month Change of Control Health Care Continuance Benefit period shall run concurrently with the period for which Executive becomes and/or Executive’s spouse and any of Executive’s dependents would be eligible to enroll in any similar plan offered or provided by an employer other than for continuation coverage under the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.COBRA Period; and

Without Cause or for Good Reason. If, during the Term, If the Company terminates Executive's your employment without Cause (as defined in Exhibit A) or Executive resigns Executive's you terminate your employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of terminationyou will receive your Accrued Amounts and, at the rate in effect at the time of terminationprovided such termination is prior to January 19, less standard deductions and withholdings. In addition2007, subject to Executive (a) furnishing to the Company an executed your execution of a waiver and general release of claims in the form attached hereto as Exhibit A E (or in with such other form changes as may be specified required to make the waiver and release voluntary and binding on you in accordance with applicable law) within the later of ninety (90) days after such termination or twenty-one (21) days after the waiver and general release is provided to you, the Company agrees (i) to pay you at the same time as such amounts would be paid to you had you remained employed by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual your proper monthly Base Salary (as defined herein) in effect at on the time date immediately prior to your termination for a period of termination twenty-four (24) months, subject to Section 6(m) below, (ii) to accelerate the vesting on the next vesting tranche of the Options described in Section 4(b) above so that they become immediately vested (with all other unvested Options forfeited) and to permit your vested Options to remain exercisable for a period of one (1) year (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign not beyond the original ten (10) year term) following your termination of employment without Cause or for "Good Reason" pursuant , subject to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's earlier termination in accordance with the Company's payroll practices commencing within sixty (60) days terms of the date Option Plan unrelated to termination of Executive's termination; (ii) if employment, provided that no portion of the date of Executive's Option that vests upon such termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive may be exercised by you prior to delivery of the date aforesaid waiver and general release and expiration of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and the revocation period with regard thereto, (iii) continued participation in to accelerate the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as lapse of restrictions on the next vesting tranche of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll Restricted Stock described in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.Section

Without Cause or for Good Reason. If, during The Employment Term and the Term, the Company terminates Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause or Cause. In the event of such termination, the Executive resigns shall be entitled to receive the Accrued Amounts and subject to the Executive's employment for Good Reasoncompliance with Section 5 of this Agreement and the agreements referenced therein and her execution, within 21 days following receipt (or 45 days, if so designated by the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date Company), of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form attached hereto as Exhibit A (or in such other form as may be specified provided by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release") (such 21-day or 45-day period, as applicable, the "Release Execution Period"); , and (b) allowing the Release becoming effective according to become effective in accordance with its terms, then the Executive shall be entitled to receive the followingfollowing if and only if the Executive’s employment is terminated after the date the Financing Threshold has been satisfied: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination installment payments payable in accordance with the Company's normal payroll practices commencing practices, but no less frequently than monthly, which are in the aggregate equal to 50% of the Executive's Base Salary for the year that includes the date of the Executive's termination, which shall begin within sixty 30 days following the date of the Executive's termination and continue until fully paid; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; (60b) days If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on or prior to the 15th 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 twelve-month anniversary of the date of the Executive's termination; ; (ii) if the date of Executive's termination the Executive is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted no longer eligible to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested receive COBRA continuation coverage; and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until on which the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any receive substantially similar plan offered coverage from another employer or provided by an employer other than source. Notwithstanding the foregoing, if the Company's making payments under this Section 4.2(b) would violate the nondiscrimination rules applicable to non-grandfathered, at insured group health plans under the same premium rates and cost sharing as may be charged from time to time for employees generallyAffordable Care Act (the "ACA"), as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing or result in the event Executive becomes eligible imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to so enrollreform this Section 4.2(b) in a manner as is necessary to comply with the ACA. (c) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the Company’s 2019 Equity Incentive Plan and the applicable award agreements.

Without Cause or for Good Reason. If, during the Termterm of this Agreement, the Company terminates Executive's ’s employment without Cause or Executive resigns Executive's ’s employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through Executive the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdingsAccrued Amounts. In addition, subject to the Executive (aA) timely complying with the requirements of Section 4 of this Agreement, (B) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "“Release")”) no later than forty-five (45) days following Executive’s termination; and (bC) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the followingfollowing severance benefits: (i1) payment of (a) an amount equal to one times (1.0x) 200% of Executive's annual ’s Base Salary as in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's ’s right to voluntarily resign for "“Good Reason" ” pursuant to Section 4.6.23(f)(ii)), less required deductions and withholdings, and (b) an amount payable in equal to one times (1.0x) Executive's on-target annual performance incentive bonus installments in effect at accordance with the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments Company’s regular payroll practices over the twelve (12) months month period following the date of Executive's termination ’s separation from service; provided, however, that any amounts otherwise scheduled to be paid prior to the effectiveness of the Release shall instead accrue and be paid in accordance the first payroll period following the Release effective date, with the Company's payroll practices commencing within sixty (60) days remainder of the date of Executive's terminationpayments to be made as originally scheduled, subject to any delay in payment required under Section 7; (2) if Executive is eligible for and timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or analogous provisions of state law (collectively, “COBRA”) for herself and/or her eligible dependents under the Company’s group health insurance plans following the termination of her employment, then the Company shall pay the COBRA premiums necessary to continue the health insurance coverage in effect for Executive and/or her eligible dependents as of the termination date, until the earliest of: (A) thirty-six (36) months following Executive’s termination date (the “COBRA Severance Period”); (B) the expiration of Executive’s eligibility for continuation coverage under COBRA; and (C) the date when Executive becomes eligible for substantially equivalent group health insurance coverage in connection with new employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). If Executive becomes eligible for coverage under another employer's group health plan, or otherwise ceases to be eligible for COBRA coverage during the COBRA Severance Period, Executive must immediately notify the Company of such event, and the Company’s obligation to pay COBRA premiums on Executive’s behalf shall cease. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or her eligible dependents elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the COBRA premium for the first month of coverage), and shall be paid until the earlier of (i) expiration of the COBRA Severance Period or (ii) if the date that Executive becomes eligible for substantially equivalent group health insurance coverage in connection with new employment. For purposes of this Agreement, any COBRA premiums that are payable by the Company shall not include any amounts payable by the Executive under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Executive's termination is within the thirty ; and (303) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards time-based stock options granted to Executive prior to the date of termination shall immediately fully accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii. For purposes of this provision, “time-based stock options” means such options which vest solely based on the passage of time. For avoidance of any doubt, any stock options or other equity awards granted to Executive with performance-based vesting condition(s) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled shall not accelerate vesting as a result of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollthis provision.

Without Cause or for Good Reason. If, during the Term, the Company If either Employer terminates Executive's ’s employment without Cause or Executive resigns terminates Executive's ’s employment for Good ReasonReason during the Term, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the followingreceive, subject to any applicable delay set forth in Section 19 below: (i) The Accrued Obligations (as defined in Section 6(a)); and (ii) Subject to Executive’s signing, delivering and not revoking the Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the period set forth in the Release: (A) A payment of (a) an in a monthly amount equal to one times one-twelfth (1.0x1/12) of Executive's ’s annual Base Salary base salary in effect at the time of immediately preceding such termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination months, payable in accordance with the Company's Employer’s established payroll practices commencing within (but no less frequently than monthly), provided that the amounts Executive would otherwise have received during the sixty (60) days after Executive’s termination had the payments begun immediately after Executive’s termination of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards employment shall be deemed fully vested and immediately exercisablepaid in a lump sum on the sixtieth (60th) day after Executive’s termination of employment; and (iiiB) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is For twelve (12) months after the date of Executive's termination, Executive shall receive coverage under all employee health insurance programs or plans (bmedical, dental and vision) (“Health Care Plans”) in which Executive and/or Executive’s spouse and any of Executive’s dependents were entitled to participate immediately prior to such termination, with Employer paying the employer portion of the premium therefor (the “Termination Health Care Continuance Benefit”), provided that the continued participation of Executive and/or Executive’s spouse and any of Executive’s dependents is possible under the general terms and provisions of the Health Care Plans. If Employer cannot maintain such coverage for Executive or Executive’s spouse or dependents under the terms and provisions of the Health Care Plans (or where such continuation would adversely affect the tax status of the Health Care Plans pursuant to which the coverage is provided), Employer shall provide the Termination Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying Executive the estimated cost of the expected premium for twelve (12) months after the date upon of termination with such payments to be made in accordance with Employer’s established payroll practices (but no less frequently than monthly) for employees generally for the period during which such cash payments are to be provided. To the extent allowed by applicable law, the 12-month Termination Health Care Continuance Benefit period shall run concurrently with the period for which Executive becomes and/or Executive’s spouse and any of Executive’s dependents would be eligible for continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (the “COBRA Period”). (C) An additional amount, payable in one lump sum, less all applicable withholdings, on the sixtieth (60th) day following Executive’s termination of employment, equal to enroll one (1) times the highest annual bonus compensation earned by Executive for the three (3) immediately preceding complete fiscal years or such fewer number of complete fiscal years as Executive may have been employed by Employer. For the avoidance of any doubt, if Employer makes a determination to award no annual bonus compensation to Executive for the three (3) immediately preceding complete fiscal years or such fewer number of complete fiscal years as Executive may have been employed by Employer, then no amount is payable under this Section 7(a)(ii)(C). Notwithstanding the foregoing, and in any similar plan offered or provided by an employer other than the Companyaddition to Employer’s remedies set forth in Section 8(e), at the same premium rates all such payments and cost sharing as may benefits under Section 7(a) otherwise to be charged from time made after Executive’s termination of employment shall cease to time for employees generallybe paid, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing and Employer shall have no further obligation with respect thereto, in the event Executive becomes eligible to so enrollExecutive, without the consent of Employer, breaches or engages in any activity prohibited in Section 8 or any of its sub-parts.

Without Cause or for Good Reason. If, during the Term, the Company terminates The Employment Term and Executive's ’s employment without Cause or hereunder may be terminated by Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (Reason or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release without Cause. In the event of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its termssuch termination, then Executive shall be entitled to receive the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time Accrued Amounts, plus the balance of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2)the Initial Cash Award if not yet paid, less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following payable on the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days following the Termination Date; (b) any accrued but unpaid Annual Bonus with respect to any completed calendar year immediately preceding or the twelve Termination Date, which shall be paid on the otherwise applicable payment date; (12c) months one (1.0) times Executive’s Base Salary as in effect immediately prior to the Termination Date, payable on the date thirty (30) days following the Termination Date; (d) a Corporate Transaction payment equal to the product of (i) the Target Bonus that Executive would have earned for the fiscal year in which the Termination Date (as defined belowdetermined in accordance with Section 5.6) occurs and (ii) a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the “Pro-Rata Bonus”). This amount shall be paid on the date thirty (30) days following the Termination Date; (e) if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the vesting of all equity awards granted Company shall reimburse Executive for the monthly COBRA premiums paid by Executive for himself and his dependents (the “COBRA Payments”). Such reimbursement shall be paid to Executive prior on the first day of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelve-month anniversary of the Termination Date; or (ii) the date on which Executive receives substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.2(e) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of termination shall accelerate such that all such awards shall be deemed fully vested penalties under the ACA and immediately exercisablethe related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2(e) in a manner as is necessary to comply with the ACA; and (iiif) continued participation all Awards will vest in the medicalfull. The receipt of these amounts are subject to Executive’s compliance with Section 6, dental Section 7, Section 8, and vision plans Section 9 of this Agreement and his execution of a standard form of release of claims in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as favor of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at its affiliates and their respective officers and directors in substantially the same premium rates form attached as Exhibit B hereto (the “Release”), and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify Release becoming effective and irrevocable following the Company in writing in the event Executive becomes eligible to so enrollTermination Date.

Without Cause or for Good Reason. If, during the Term, the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one one-and-one-half times (1.0x1.5x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one one-and-one-half times (1.0x1.5x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve eighteen (1218) months following the date of Executive's termination in accordance with the Company's payroll practices practices, commencing within sixty (60) days of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve eighteen (1218) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

Without Cause or for Good Reason. If, during the Term, the Company terminates Executive's ’s employment without Cause or Executive resigns Executive's ’s employment for Good Reason, the Company shall pay Executive's ’s Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "“Release"”); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's ’s right to voluntarily resign for "“Good Reason" ” pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's ’s on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's ’s termination in accordance with the Company's ’s payroll practices commencing within sixty (60) days of the date of Executive's ’s termination; (ii) if the date of Executive's ’s termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's ’s spouse and dependents) was enrolled as of the date of Executive's ’s termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's ’s termination, or (b) the date upon which Executive becomes eligible to enroll enrolls in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

Without Cause or for Good Reason. If(i) Subject to Section 5(f) of this Agreement, during in the Term, event that the Company terminates the Executive's ’s employment hereunder without Cause Cause, or the Executive resigns Executive's terminates his employment for hereunder with Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing each case prior to the Company an executed waiver and release of claims in Scheduled Termination Date, the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the followingto: (A) any earned but unpaid Base Salary, any unused vacation if required by law, any unreimbursed expenses through the Date of Termination, and any amount or benefit then or thereafter due (after taking into account the effects of such termination) under the then-applicable terms of any applicable plan, program, agreement or benefit of the Company or its affiliates (e.g., equity awards, 401(k) accounts, unreimbursed medical benefits, indemnification rights, etc.) (the “Accrued Benefits”); (B) to the extent not yet fully paid, any earned Annual Bonus for the last immediately prior calendar year during the Employment Period whether or not such Annual Bonus has yet become due for payment (the “Prior Year Bonus”); (C) a cash payment (the “Severance Payment”) equal to two (2) times the sum of (i) payment of (a) an amount equal to one times (1.0x) Executive's the annual Base Salary in effect at as of the time Date of termination Termination (but determined prior to disregarding, for this purpose, any reduction in Base Salary that would give rise occurred after the Amendment Effective Date) and (ii) the annual Target Bonus as of the Date of Termination (disregarding, for the purpose of determining the Target Bonus, any reduction in Base Salary that occurred after the Amendment Effective Date); and (D) subject to Executive's right Section 11(m), continuation of all medical benefits for a period of two (2) years following the Date of Termination for the Executive and his eligible dependents that are substantially similar to voluntarily resign for "Good Reason" those then provided to senior executive officers of the Company generally (“Welfare Benefit Continuation”), it being understood that (1) the Company may provide the portion of such coverage that can be obtained by the Executive pursuant to his rights under the Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) by paying the excess of the Executive’s applicable COBRA premiums, over the premiums the Executive would have been required to pay for such portion of such coverage if his employment hereunder had continued and (2) for the non-COBRA portion of the Welfare Benefit Continuation period, the Company may, in order to avoid complications under the Affordable Care Act of 2010 and the Code, elect to provide medical benefit coverage through a commercially available policy reasonably comparable to the Company’s medical benefit program. (ii) The Accrued Benefits shall be paid/provided following the Date of Termination in accordance with the terms of the applicable plan, program, agreement or benefit or as required by law. The Prior Year Bonus, if any, shall be paid in cash only when annual bonus amounts are paid to other senior executives of the Company generally but in no event later than two and one-half (2-1/2) months following the calendar year with respect to which such Prior Year Bonus was earned. The Severance Payment shall be paid in cash in substantially equal installments over twenty-four (24) months following the Date of Termination, consistent with the Company’s payroll practices, with any installment due to be paid prior to the date that the condition described in Section 4.6.25(f)(i) has been satisfied being accumulated and paid within fifteen (15) days after such condition is satisfied, and with the last installment being paid no later than the twenty-four (24) month anniversary of the Date of Termination, provided, however, that if the Company’s payroll practices change after the Executive has begun to receive payments under this Section 5(a), less required deductions and withholdings, and (b) an amount equal the Executive shall continue to one times (1.0x) Executive's on-target annual performance incentive bonus receive payments in accordance with the schedule in effect at the time that the Executive began to receive payments under this Section 5(a); provided, further, however, notwithstanding the foregoing, if termination of termination, less required deductions and withholdings, such amounts described employment is in (a) and (b) hereof to be paid in installments over anticipation of or within twelve (12) months following a Change of Control (as defined in the date of Executive's termination LTIP, as modified by Section 2(c)(iv) hereof), the Severance Payment will be paid in accordance with the Company's payroll practices commencing a cash lump sum within sixty (60) days of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding following the Date of Termination, to the extent permissible under the rules regarding a “short-term deferral” within the meaning of Treasury Regulations Section 1.409A-1(b)(4) of the Code and “separation pay plans” within the meaning of Treasury Regulations Section 1.409A-1(b)(9) of the Code, or as otherwise would not subject the twelve (12) months immediately Executive to taxes under Section 409A of the Code. For purposes of the foregoing, a termination of employment will be deemed to be “in anticipation of” a Change of Control if such termination is for the principal purpose of avoiding or evading the Company’s or Parent’s compensation obligations that would arise upon a termination following a Corporate Transaction (as defined below), the vesting Change of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollControl.

Without Cause or for Good Reason. IfSubject to Sections 4(c) and 4(d) hereof, if the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) during the TermEmployment Period (such date, the “Date of Termination”) by reason of (1) a termination of the Executive’s employment by the Company terminates without Cause; or (2) a termination of the Executive's ’s employment without Cause or by the Executive resigns Executive's employment for Good ReasonReason (each, a “Qualifying Termination”): (i) The Executive (or the Executive’s estate or beneficiaries, if applicable) shall be paid, in a single lump-sum payment on the date of the Executive’s termination of employment, the Company shall pay aggregate amount of the Executive's ’s earned but unpaid Base Salary and accrued and unused vacation earned through the date of terminationsuch termination (the “Accrued Obligations”), at to the rate in effect at the time of termination, less standard deductions and withholdings. extent not previously paid. (ii) In addition, subject to Section 4(d) hereof and the Executive’s (or the Executive’s estate’s or beneficiaries’, if applicable) timely execution and non-revocation of a Release (as defined below), the Executive (aor the Executive’s estate or beneficiaries, if applicable) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the followingpaid: (i) payment of (aA) an amount equal to one two (2) times (1.0x) Executive's annual the Base Salary in effect at on the time Date of termination Termination (but determined prior to disregarding any reduction in Base Salary that would give rise to the Executive's ’s right to voluntarily resign terminate for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount payable in substantially equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's ’s normal payroll practices procedures during the period commencing on the Date of Termination and ending on the two (2)-year anniversary of the Date of Termination; provided, however, that no payments under this Section 4(a)(ii)(A) shall be made prior to the first payroll date occurring on or after the thirtieth (30th) day following the Date of Termination (such payroll date, the “First Payroll Date”) (with amounts otherwise payable prior to the First Payroll Date paid on the First Payroll Date without interest thereon) provided, further, that if a Change in Control that constitutes a “change in control event” within the meaning of Section 409A of the Code occurs (1) on or within ninety (90) days after the Date of Termination, any then-unpaid amounts owing under this Section 4(a)(ii)(A) shall be paid in a lump-sum upon such Change in Control (or, if later, on the First Payroll Date), or (2) within one (1) year before the Date of Termination, the amounts payable under this Section 4(a)(ii)(A) shall be paid in a lump-sum on the First Payroll Date; (B) any unpaid Annual Bonus to which the Executive would have become entitled for any fiscal year of the Company that ends on or before the Date of Termination had the Executive remained employed through the payment date, payable in a single lump-sum payment on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but in no event later than March 15th of the calendar year immediately following the calendar year in which the Date of Termination occurs, with the actual date within such period determined by the Company in its sole discretion; (C) a pro-rata portion of the Executive’s Annual Bonus earned in the fiscal year prior to the fiscal year in which the Date of Termination occurs or, if the Date of Termination occurs in 2014, a pro-rata portion of the Executive’s Target Bonus, in either case determined by multiplying such amount by a fraction, the numerator of which is the number of days during the fiscal year in which the Date of Termination occurs that the Executive is employed by the Company and the denominator of which is the total number of days in such fiscal year (or in the case of 2014, the total number of days from the Effective Date through the end of the 2014 fiscal year) payable in a single lump sum on the First Payroll Date. (iii) In addition, subject to Section 4(d) hereof and conditioned upon the Executive’s timely execution and non-revocation of a Release, during the period commencing on the Date of Termination and ending on the eighteen (18)-month anniversary of the Date of Termination or, if earlier, the date on which the Executive becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Executive hereby agrees to give prompt notice to the Company) (in any case, the “COBRA Period”), subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Executive and the Executive’s eligible dependants, at the Company’s sole expense, with coverage under its group health plans at the same levels to the Executive as would have applied if the Executive’s employment had not been terminated based on the Executive’s elections in effect on the Date of Termination, provided, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company payment shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). (iv) In addition, subject to Section 4(c) hereof, and conditioned upon the Executive’s timely execution and non-revocation of a Release, (A) the Match RSUs shall vest in full on the First Payroll Date and (B) each 2014 Stock Option and each Annual Equity Award (in each case, if any) outstanding immediately prior to such termination, to the extent then-unvested (each such award, an “Unvested Award”), shall conditionally vest and become exercisable (as applicable) immediately prior to such termination with respect to the number of shares underlying each such Unvested Award that would have vested over the one (1)-year period immediately following the Date of Termination, had the Executive remained employed by the Company during such one (1)-year period (and the remainder of each Unvested Award shall be forfeited and terminated); provided, that if the Executive fails to timely execute or revokes the Release, all such conditionally vested awards and the Match RSUs (and any shares received in respect of all such awards) shall be forfeited upon such failure or revocation (subject to repayment by the Company to the Executive of any amounts (if any) paid by the Executive with respect to shares underlying such conditionally vested awards). For the avoidance of doubt, in no event shall the Match RSUs or any Unvested Award expire during any applicable Release consideration and revocation periods, rather, such awards shall remain outstanding and eligible to vest as provided above, subject to and conditioned upon the Executive’s execution and non-revocation of the Release and, to the extent that such awards would have vested prior to the effectiveness of the Release, such awards shall instead vest upon the effectiveness of the Release (or, with respect to the Match RSUs, on the First Payroll Date) and shall be forfeited if the Release does not timely become effective (but in no event shall any stock option remain exercisable beyond its outside expiration date applicable in the absence of a termination of employment). The payments and benefits described in the preceding Sections 4(a)(ii), (iii) and (iv) are referred to herein as the “Severance.” Notwithstanding the foregoing, it shall be a condition to the Executive’s (or the Executive’s estate’s or beneficiaries’, if applicable) right to receive the Severance that the Executive (or the Executive’s estate or beneficiaries, if applicable) execute and deliver to the Company an effective release of claims in substantially the form attached hereto as Exhibit A (the “Release”) within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the Date of Termination and that the Executive (or the Executive’s estate or beneficiaries, if applicable) not revoke such Release during any applicable revocation period; provided, that in the case of the Executive’s death, the Release shall be considered timely if executed and delivered to the Company within sixty (60) days of following the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll’s death.

Without Cause or for Good Reason. If, during the Term, the Company terminates Executive's ’s employment without Cause or Executive resigns Executive's ’s employment for Good Reason, the Company shall pay Executive's ’s Base Salary and accrued accrued, and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "“Release"”); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's ’s right to voluntarily resign for "“Good Reason" ” pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's ’s termination in accordance with the Company's ’s payroll practices commencing within sixty (60) days of the date of Executive's ’s termination; (ii) if the date of Executive's ’s termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's ’s spouse and dependents) was enrolled as of the date of Executive's ’s termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's ’s termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

Without Cause or for Good Reason. If, during If the Term, Employment Period ends due to the Company terminates Company’s termination of Executive's ’s employment without Cause (and not due to death or Executive resigns Disability), or due to Executive's employment ’s resignation for Good ReasonReason (and, as a result of such ending of the Employment Period, Executive is no longer employed by any member of the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claimsGroup) (the "Release"such termination a “Qualifying Termination”); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the followingpaid or shall receive: (i) payment if such Qualifying Termination does not occur within the 12-month period following the date of the consummation of a Change in Control (aas defined below), (A) an amount equal to one 0.5 times (1.0x) Executive's annual the Base Salary in effect at on the time Date of termination Termination, which amount shall be paid in substantially equal installments for the 6-month period following the Date of Termination, plus (but determined prior B) any unpaid Annual Bonus payable to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" Executive pursuant to Section 4.6.22(b)(ii) above for any Bonus Year preceding the year in which the Date of Termination occurs, payable based on actual performance at such times as the Annual Bonus is paid to similarly situated employees of the Company (but in any event prior to March 15th of the year following the Bonus Year) (such bonus, the “Prior Year Bonus”), less required deductions and withholdings, and (bC) an amount equal all unvested equity-based awards granted under the Equity Plan held by Executive as of immediately prior to one times (1.0x) the Date of Termination shall remain outstanding, notwithstanding Executive's on-target annual performance incentive bonus in effect at the time ’s termination of terminationemployment, less required deductions and withholdings, such amounts described in (a) and (b) hereof shall be eligible to be paid in installments over twelve (12) months following the date of Executive's termination continue to vest in accordance with the terms and conditions provided in the applicable award agreements governing such awards for the 12-month period immediately following the Date of Termination and will be settled in accordance with the original payment schedule applicable to such awards (the continued vesting determined pursuant to this Section 4(a)(i), the “Ongoing Vesting”); provided, however, with respect to any severance payments made in installments pursuant to this Section 4(a)(i), the first installment of such severance pay shall be made on the Company's ’s first payroll practices commencing within date that is on or after the date that is sixty (60) days after the Date of Termination, and such payment shall include (without interest) the number of such installments that would have been paid between the Date of Termination and such first payment date of Executive's terminationhad such installments been paid on the Company’s regular payroll dates during such period; (ii) if such Qualifying Termination does occur within the 12-month period following the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following consummation of a Corporate Transaction Change in Control (as defined below), (A) an amount equal to 2.00 times the vesting Base Salary in effect on the Date of Termination, which amount shall be paid in substantially equal installments for the 24-month period following the Date of Termination, plus (B) the Prior Year Bonus, if unpaid, and (C) all equity unvested equity-based awards granted to under the Equity Plan held by Executive as of immediately prior to the date Date of Termination shall immediately vest and be settled in accordance with the terms of the applicable award agreement, notwithstanding Executive’s termination shall accelerate of employment, (the accelerated vesting determined pursuant to this Section 4(a)(ii), the “Accelerated Vesting”); provided, however, with respect to any severance payments made in installments pursuant to this Section 4(a)(ii), the first installment of such that all such awards severance pay shall be deemed fully vested made on the Company’s first payroll date that is on or after the date that is sixty (60) days after the Date of Termination, and immediately exercisablesuch payment shall include (without interest) the number of such installments that would have been paid between the Date of Termination and such first payment date had such installments been paid on the Company’s regular payroll dates during such period; and (iii) continued participation in the medicalfollowing, dental and vision plans in which Executive to the extent applicable: (and where applicableA) Executive’s earned but unpaid Base Salary through the Date of Termination, Executive's spouse and dependents(B) was enrolled payment for accrued but unused vacation time existing as of the date Date of Executive's termination until Termination, to the earlier of: extent required by the terms of the Company’s written vacation policy in effect from time to time, and (aC) the date that is twelve (12) months after the date any vested amounts due to Executive under any plan, program or policy of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at to the same premium rates and cost sharing as may extent not previously paid (if any) (collectively, the “Accrued Obligations”), which shall be charged from time to time for employees generallypaid or provided, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing each case, in the event Executive becomes eligible to so enrolltime periods required by applicable law.

Without Cause or for Good Reason. IfThe Employment Term and the Executive’s employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause, during including the TermCompany’s nonrenewal of the Agreement. In the event of such termination, the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, shall be entitled to receive the Company shall pay Executive's Base Salary Accrued Amounts and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and the Executive’s execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) substantially similar to that attached hereto as Exhibit A and such Release becoming effective within 60 days following the Termination Date (or in such other form as may be specified by 60-day period, the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (“Release Execution Period”), the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the following: (i) payment of (a) an amount a lump sum payment equal to one ____ times (1.0x) the sum of the Executive's annual ’s Base Salary and Target Bonus for the year in effect at which the time Termination Date occurs, which shall be paid within 60 days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and the second taxable year; (b) an amount equal any earned but unpaid Annual Bonus with respect to one times any completed calendar year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; and (1.0xc) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for the Executive and the Executive's on-target annual performance incentive bonus ’s dependents. Such reimbursement shall be paid to the Executive during the month immediately following the month in effect at which the time Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the __-month anniversary of termination, less required deductions and withholdings, such amounts described in the Termination Date; (aii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (biii) hereof to be paid in installments over twelve (12) months following the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.2(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of Executive's termination penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2(c) in a manner as is necessary to comply with the ACA. (d) The treatment of any outstanding equity awards shall be determined in accordance with the Company's payroll practices commencing within sixty (60) days terms of the date of Executive's termination; (ii) if LTIP and the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollapplicable award agreements.

Without Cause or for Good Reason. If, during the Term, If the Company terminates Executive's your employment without Cause Cause, or Executive resigns Executive's you terminate your employment for Good Reason, and such termination results in a “separation from service” with the Company within the meaning of Treasury Regulations Section 1.409A-1(b) (without regard to any permissible alternative definition thereunder), the Company shall pay Executive's Base Salary you all base salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) upon your furnishing to the Company an executed effective waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claimsCompany) (the "“Release"); and ”) within the time period set forth therein, but in no event later than forty-five (b45) allowing the Release to become effective in accordance with its termsdays following your termination date, then Executive you shall be entitled to the following:following (collectively, the “Severance Benefits”): (i) payment the equivalent of twelve (a12) an amount equal to one times (1.0x) Executive's annual Base Salary months of your base salary in effect at the time of termination (but determined prior to not taking into account any reduction in Base Salary your base salary that would give rise to Executive's your right to voluntarily resign for "Good Reason" Reason pursuant to Section 4.6.24.6.2(ii)), less required standard deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in regular, equal installments over during the twelve (12) month period commencing on the first regularly-scheduled payroll date following the effective date of the Release (as defined therein); ▇▇▇▇ ▇▇▇▇▇ April 26, 2013 (ii) in the event you are eligible for and timely elect continued coverage under COBRA, payment of the same portion of your COBRA health insurance premiums as the Company paid during your employment, for the period commencing on the first day of the first full calendar month following the effective date of the Release and ending on the earlier of: (i) the last day of the twelfth full calendar month following the effective date of the Release; or (ii) the date on which you become enrolled in the group health insurance plan of another employer; and (iii) in the event your termination occurs on or after the first anniversary of your first day of employment, your unvested Options shall immediately vest with respect to the number of shares that would have vested had you remained employed with the Company for an additional twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

Without Cause or for Good Reason. If, during If the Term, Executive’s employment hereunder is terminated by the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (Reason or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (without Cause, the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive Company’s sole obligation hereunder shall be entitled to pay the followingExecutive the following amounts: (i) payment the Accrued Obligation; (ii) a pro-rata portion (based on the days worked by the Executive during the applicable year) of any bonus awarded pursuant to any annual bonus plan maintained by the Company for executive officers commensurate with the position held by the Executive to which the Executive would have been entitled had he not been terminated, which shall be paid at such time as other participants in the bonus plan are paid their respective bonuses in respect of that fiscal year, but no later than March 15 of the calendar year following the Termination Date; (iii) The Executive’s Base Salary for the following period (the “Salary Continuation Period”): (A) in the event that Executive’s employment hereunder is terminated prior to the occurrence of a Change in Control, the lesser of (ax) an amount equal to one times eighteen (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (1218) months following such termination or (y) the date remaining duration of the Term; or (B) in the event that Executive's ’s employment hereunder is terminated on or following the occurrence of a Change in Control, the greater of (x) twenty four (24) months following such termination or (y) the remaining duration of the Term; in each instance such amount payable in equal installments in accordance with the Company's ’s payroll practices commencing within sixty (60) days applicable to its executive officers commensurate with the position held by the Executive which payments shall commence on the earlier of the first payroll date of Executive's termination; (ii) if following the date of Executive's termination is within 75th day after the Termination Date, or thirty (30) days immediately preceding or after the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the effective date of termination the Release referenced below in Section 9(g). The first payment pursuant to this Section 9(b)(iii) shall accelerate such include those payments that all such awards shall be deemed fully vested and immediately exercisablewould have previously been paid if the payments described in this Section had begun on the first payroll date following the Termination Date. This timing of the commencement of payments pursuant to this Section 9(b)(iii) is subject to Section 11 below; and (iiiiv) continued participation in that portion of any Equity Awards that is unvested on the medical, dental Termination Date shall be deemed vested on the Termination Date and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as Options shall remain outstanding through the remainder of the date original term of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollOptions.

Without Cause or for Good Reason. IfIf Employee’s employment is involuntarily terminated without Cause (and other than due to Employee's death or Incapacity) within two (2) years after a Change of Control shall have occurred or if Employee resigns for Good Reason within two (2) years after a Change of Control shall have occurred, then the Bank shall pay to Employee (subject to any applicable payroll or other taxes required to be withheld), (i) (A) any unpaid base salary for time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (B) any annual incentive compensation earned during the Termcalendar year preceding the calendar year of termination, the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through but not yet paid as of the date of termination, at payable on the rate earlier of the thirtieth (30th) day after the date of termination, or when otherwise due; and (C) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (a)(i)(A) – (C) collectively are referred to as the “Accrued Obligations”) and (ii) subject to Employee’s signing, delivering and not revoking the Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the time period set forth therein, the following: (A) An amount equal to 1.5 times Employee’s base salary as in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release payable over a period of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months in accordance with the regular pay periods of Old Point (but not less frequently than monthly and in equal installments) beginning on the first payroll following the date of Executive's termination in accordance with of employment, provided, however, that all payments otherwise due during the Company's payroll practices commencing within first sixty (60) days following termination of employment shall be accumulated and, if the date Release requirements have been met, paid on the sixtieth (60th) day following termination of Executive's termination;employment. (iiB) if An amount equal to 1.5 times the date of Executive's average annual bonus payable for the five years preceding the calendar year in which the termination is within the thirty occurs (30) days immediately preceding or the average for the number of years the Agreement has been in effect if less than five (5) years.) If the Agreement was in effect and no bonus was paid for a calendar year, then the amount to be used for that year in computing the average shall be zero. The bonus amount shall be payable over a period of twelve (12) months immediately following a Corporate Transaction in accordance with the regular pay periods of the Bank (as defined belowbut not less frequently than monthly and in equal installments), payable in the vesting of all equity awards granted to Executive prior same manner and at the same time as the payments in Section 2(a)(A). (C) An amount equal to the date product of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and Eighteen (iii18) continued participation times the monthly rate of the Bank’s subsidy for coverage in the its medical, dental and vision plans in which Executive for active employees (and where applicable, Executive's spouse including any applicable coverage for spouses and dependents) was enrolled as of in effect on the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or payable in a lump sum on the sixtieth (b60th) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollday following termination of employment.

Without Cause or for Good Reason. If, during the Term, If the Company terminates the Executive's ’s employment without Cause or the Executive resigns Executive's terminates his employment for Good Reason, the Company shall pay Executive's Base Salary the Accrued Amounts subject to standard deductions and accrued and unused vacation earned through withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims in (the form of which is attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claimsA) (the "“Release"); ”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and (b) allowing the permitting such Release to become effective in accordance with its termsterms (the “Release Effective Date”), then and subject to the Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to the followingto: (i) payment the equivalent of (a) an amount equal to one times (1.0x) the Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time a period of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination (hereinafter referred to as the “Severance Period”), less standard deductions and withholdings, to be paid during the Severance Period according to the Company’s regular payroll practices, subject to any delay in accordance payment required by Section 4.6 in connection with the Company's payroll practices commencing within sixty (60) days of the date of Executive's terminationRelease Effective Date; (ii) if in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of the Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that the Company paid for benefits to the qualifying family members of the Executive, up until the earlier of either (i) the last day of the Severance Period or, (ii) the date of Executive's termination is within on which the thirty (30) days immediately preceding Executive begins full-time employment with another company or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior business entity which offers comparable health insurance coverage to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisableExecutive; and (iii) continued participation in notwithstanding anything to the medicalcontrary set forth herein, dental the Severance Period, and vision plans in which the Company’s provisions of cash severance benefits to the Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) under this Section 4.4.3 shall immediately cease upon the date that is twelve the Executive begins full-time employment with another company or business entity which offers base compensation to the Executive of at least ninety-five percent (1295%) months after of the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll ’s annual Base Salary amount in any similar plan offered or provided by an employer other than the Company, effect at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such periodof termination. The Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollof any such employment.

Without Cause or for Good Reason. If, during the Term, (i) Not in Connection With a Change in Control. If the Company terminates the Executive's ’s employment without Cause or the Executive resigns Executive's terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay Executive's Base Salary the Accrued Amounts and accrued any then-unpaid portion of the Sign-on Bonus subject to standard deductions and unused vacation earned through withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims in (the form of which is attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claimsA) (the "“Release"); ”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and (b) allowing the permitting such Release to become effective in accordance with its termsterms (the “Release Effective Date”), then and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to the followingto: (i) payment of (a) an amount equal to one times (1.0x) the equivalent of the Executive's annual ’s Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof will continue to be paid in installments over for a period of twelve (12) months following the date of Executive's termination (hereinafter referred to as the “Non Change in accordance Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Company's payroll practices commencing within sixty Release Effective Date; and (60b) days in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately , following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination up until the earlier of: of either (ai) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that is twelve the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (12) months after including, without limitation, Section 2716 of the date Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of Executive's termination, whether the Executive or his qualifying family members elect COBRA continuation coverage (b) the date upon which Executive becomes eligible to enroll “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in any similar plan offered monthly or provided by an employer other than the Company, at bi-weekly installments on the same premium rates and cost sharing as may schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be charged from time equal to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in writing in the event Executive becomes eligible to so enrollControl COBRA Payment Period.

Without Cause or for Good Reason. If, during the Term, If the Company terminates the Executive's ’s employment without Cause or the Executive resigns Executive's terminates her employment hereunder for Good Reason, the Company shall pay Executive's to the Executive the Base Salary and accrued and unused vacation benefits earned through the date of termination, termination at the rate in effect at the time of termination, plus all other amounts to which the Executive is entitled under any compensation plan or practice of the Company at the time of termination, less standard deductions and withholdings. In addition, subject to Executive the Executive’s: (ai) furnishing to the Company an executed waiver and release of claims in substantially the form attached hereto as Exhibit A B (or in such other which form as may be specified by the Company in order amended to comply with then-existing legal requirements to effect a valid release of claimsarising after the Effective Date) (the "“Release"); and (b”) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following:no (i) payment of (a) in an amount equal to one times fifty percent (1.0x50%) of the Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in or 100% of the Executive’s Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over the event the termination occurs within twelve (12) months following the date of Executive's termination the consummation of a Change in accordance Control (as defined below) (such period, the “Double-Trigger Period”)) (with the amount of the Base Salary determined prior to any reduction in the Base Salary that would give rise to the Executive’s right to voluntarily resign for Good Reason pursuant to Section 4.6.2), less standard deductions and withholdings, paid in equal installments over a period of six (6) months (or twelve (12) months, in the event the termination occurs during the Double-Trigger Period) following the date of termination pursuant to the Company's ’s standard payroll practices commencing within sixty (60) days of the “Cash Severance”), provided that any Cash Severance which would otherwise be payable prior to the 45th day following the date of Executive's termination’s termination of employment shall be cumulated and paid in a lump-sum on the first ordinary payroll date that occurs on or after the 45th day following the date of Executive’s termination of employment; (ii) if should the Executive timely elect to continue Company-sponsored group health insurance benefits in accordance with the provisions of COBRA or a similar applicable state law (“State Continuation”), as applicable, following the date of Executive's termination is within termination, to the thirty extent that doing so will not result in adverse tax consequences or violate applicable law, the Company shall pay the full premium for such group health insurance continuation benefits for the Executive and any eligible dependents for a period of six (306) days immediately preceding months (or the twelve (12) months immediately following months, in the event the termination occurs during the Double-Trigger Period) after the effective date of the Release; provided, however, that any such payments will cease if the Executive voluntarily enrolls in a Corporate Transaction (as defined belowhealth insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. The Executive agrees to promptly notify the Company in writing of any such enrollment. For purposes of this Section 4.5.3(ii), references to COBRA or State Continuation premiums shall not include any amounts payable by the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisableunder an Internal Revenue Code Section 125 health care reimbursement plan; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event that the termination occurs during the Double-Trigger Period, the vesting and exercisability of each of the Executive’s outstanding stock awards (including any stock options, restricted stock or other equity awards granted to the Executive becomes eligible to so enrollby the Company) shall be automatically accelerated in full on the effective date of the Release, which shall mean at target for any portion of an award that vests based on the achievement of performance goals.

Without Cause or for Good Reason. If, In the event of the termination of the Executive’s employment during the Term, Employment Period by the Company terminates Executive's employment without Cause or by the Executive resigns Executive's employment for Good Reason, the Company Company’s obligations to Executive under this Agreement shall pay be limited to: (A) the payment of Executive's ’s Base Salary and through the date of termination to the extent accrued and but not paid by then; (B) the payment of any unused vacation earned accrued PTO through the date of termination, at ; (C) the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined any reimbursable business expenses documented and incurred by Executive prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days ’s policies in effect at such time and that were not reimbursed by the Company at the time of the termination; (D) the payment of severance to Executive in an amount equal to six (6) months of the Executive’s then current Base Salary (“Severance Period”), payable over the Severance Period in substantially equal payments on the Company’s regularly scheduled payroll dates, except if such termination occurs at any time during the first year of employment, Executive’s severance payment shall be prorated to an amount equal to the number of months, or portion thereof, during which Executive was employed; (E) in addition, if the effective date of Executive's ’s termination occurs at any time after the first six (6) months of the Company’s then current fiscal year, the Executive’s annual bonus will be prorated for the period of Executive’s employment during the then current fiscal year (i.e., from the commencement of such fiscal year up through the effective date of termination; (ii) ), payable at the time the Company normally pays such bonuses, provided that Executive will receive no bonus amount if the effective date of termination occurs at any time on or before such six (6) month period. Moreover, Executive acknowledges that, during the Severance Period, Executive will not earn any bonus amount; (F) Executive hereby waives any other Company benefits not specifically mentioned herein, except that Executive will be offered continued health care benefits required to be offered under Federal or state law [e.g., COBRA]; and (G) in accordance with the terms of Executive's ’s equity award agreement(s), Executive may exercise Executive’s vested stock options for the period of time specified under such applicable award agreement(s) after termination is within of employment (currently at ninety (90) days) (“Extended Period”) and upon termination of the thirty Extended Period any unexercised vested stock options or other vested but unexercised equity awards automatically will be forfeited. Also, upon termination any unvested stock options or other unvested equity awards automatically will be forfeited. Executive acknowledges that, during the Severance Period, Executive will not earn or receive any further equity award grants. Except for payment under clause (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined belowC), the vesting of all equity awards granted benefits described herein will be subject to applicable withholding and/or authorized deductions (including offsets permitted under this Agreement), as required by Company policy and/or by applicable laws and regulations and shall be paid at the time expressly set forth herein in accordance with the Company’s usual practices as they exist from time to time, subject to applicable law. No other benefits will accrue to Executive prior to during the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medicalSeverance Period. Except as specifically provided herein or otherwise provided by applicable law, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates ’s obligations to Executive shall terminate and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company shall have no further obligation to pay Executive any compensation or any other amounts. The payments and rights provided in writing clauses (D) through (G) hereof are subject to and conditioned upon the Executive executing the Release Agreement referenced in the event Executive becomes eligible to so enrollSection 6(e) below.

Without Cause or for Good Reason. If, during the Term, the Company If either Employer terminates Executive's ’s employment without Cause or Executive resigns terminates Executive's ’s employment for Good ReasonReason during the Term, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the followingreceive, subject to any applicable delay set forth in Section 19 below: (i) The Accrued Obligations (as defined in Section 6(a)); and (ii) Subject to Executive’s signing, delivering and not revoking the Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the period set forth in the Release: (A) A payment of (a) an in a monthly amount equal to one times one-twelfth (1.0x1/12) of Executive's ’s annual Base Salary base salary in effect at the time of immediately preceding such termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination months, payable in accordance with the Company's Employer’s established payroll practices commencing within (but no less frequently than monthly), provided that the amounts Executive would otherwise have received during the sixty (60) days after Executive’s termination had the payments begun immediately after Executive’s termination of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards employment shall be deemed fully vested and immediately exercisablepaid in a lump sum on the sixtieth (60th) day after Executive’s termination of employment; and (iiiB) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is For twelve (12) months after the date of Executive's termination, Executive shall receive coverage under all employee health insurance programs or plans (bmedical, dental and vision) (“Health Care Plans”) in which Executive and/or Executive’s spouse and any of Executive’s dependents were entitled to participate immediately prior to such termination, with Employer paying the employer portion of the premium therefor (the “Termination Health Care Continuance Benefit”), provided that the continued participation of Executive and/or Executive’s spouse and any of Executive’s dependents is possible under the general terms and provisions of the Health Care Plans. If Employer cannot maintain such coverage for Executive or Executive’s spouse or dependents under the terms and provisions of the Health Care Plans (or where such continuation would adversely affect the tax status of the Health Care Plans pursuant to which the coverage is provided), Employer shall provide the Termination Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying Executive the estimated cost of the expected premium for twelve (12) months after the date upon of termination with such payments to be made in accordance with Employer’s established payroll practices (but no less frequently than monthly) for employees generally for the period during which such cash payments are to be provided. To the extent allowed by applicable law, the 12-month Termination Health Care Continuance Benefit period shall run concurrently with the period for which Executive becomes and/or Executive’s spouse and any of Executive’s dependents would be eligible for continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (the “COBRA Period”). Notwithstanding the foregoing, and in addition to enroll Employer’s remedies set forth in any similar plan offered or provided by an employer other than the CompanySection 8(e), at the same premium rates all such payments and cost sharing as may benefits under Section 7(a) otherwise to be charged from time made after Executive’s termination of employment shall cease to time for employees generallybe paid, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing and Employer shall have no further obligation with respect thereto, in the event Executive becomes eligible to so enrollExecutive, without the consent of Employer, breaches or engages in any activity prohibited in Section 8 or any of its sub-parts.

Without Cause or for Good Reason. If, during the Term, If the Company terminates the Executive's ’s employment without Cause or the Executive resigns Executive's terminates her employment hereunder for Good Reason, the Company shall pay Executive's to the Executive the Base Salary and accrued and unused vacation benefits earned through the date of termination, termination at the rate in effect at the time of termination, plus all other amounts to which the Executive is entitled under any compensation plan or practice of the Company at the time of termination, less standard deductions and withholdings. In addition, subject to Executive the Executive’s: (ai) furnishing to the Company an the executed waiver and release of claims in Release no later than forty-five (45) days following the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release")Executive’s termination; and (bii) allowing the Release to become effective in accordance with its terms, then the Executive shall be entitled to the following: (i) payment of (a) in an amount equal to one times fifty percent (1.0x50%) of the Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in or 100% of the Executive’s Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over the event the termination occurs within twelve (12) months following the date of Executive's termination the consummation of a Change in accordance Control (as defined below) (such period, the “Double-Trigger Period”)) (with the amount of the Base Salary determined prior to any reduction in the Base Salary that would give rise to the Executive’s right to voluntarily resign for Good Reason pursuant to Section 4.6.2), less standard deductions and withholdings, paid in equal installments over a period of six (6) months (or twelve (12) months, in the event the termination occurs during the Double-Trigger Period) following the date of termination pursuant to the Company's ’s standard payroll practices commencing within sixty (60) days of the “Cash Severance”), provided that any Cash Severance which would otherwise be payable prior to the 45th day following the date of Executive's termination’s termination of employment shall be cumulated and paid in a lump-sum on the first ordinary payroll date that occurs on or after the 45th day following the date of Executive’s termination of employment; (ii) if should the Executive timely elect to continue Company-sponsored group health insurance benefits in accordance with the provisions of COBRA or a similar applicable state law (“State Continuation”), as applicable, following the date of Executive's termination is within termination, to the thirty extent that doing so will not result in adverse tax consequences or violate applicable law, the Company shall pay the full premium for such group health insurance continuation benefits for the Executive and any eligible dependents for a period of six (306) days immediately preceding months (or the twelve (12) months immediately following months, in the event the termination occurs during the Double-Trigger Period) after the effective date of the Release; provided, however, that any such payments will cease if the Executive voluntarily enrolls in a Corporate Transaction (as defined belowhealth insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. The Executive agrees to promptly notify the Company in writing of any such enrollment. For purposes of this Section 4.5.3(ii), references to COBRA or State Continuation premiums shall not include any amounts payable by the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisableunder an Internal Revenue Code Section 125 health care reimbursement plan; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event that the termination occurs during the Double-Trigger Period, the vesting and exercisability of each of the Executive’s outstanding stock awards (including any stock options, restricted stock or other equity awards granted to the Executive becomes eligible to so enrollby the Company) shall be automatically accelerated in full on the effective date of the Release, which shall mean at target for any portion of an award that vests based on the achievement of performance goals.

Without Cause or for Good Reason. IfSubject to the terms of this Agreement, in the event that, during the Term, Employee is terminated by the Company terminates Executive's employment without Cause or Executive Employee resigns Executive's employment for Good Reason, and provided that, after the Company shall pay Executive's Base Salary Termination Date, Employee timely executes and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and does not subsequently revoke a full release of claims with the Company (in substantially the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claimsAppendix 1) (“Release”), in addition to any other accrued amounts payable to Employee through the "Release"); and (b) allowing the Release to become effective in accordance with its termsTermination Date, then Executive shall Employee will be entitled to receive the following:severance benefits set out in subsections (i), (ii), (iii), and (iv) of this Section I.A. (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing Payable within sixty (60) days after the Employee’s Termination Date (with the exact date to be determined by the Company in its discretion), a lump-sum severance payment in an amount equal to the sum of: 1. one (1.0) (“Severance Multiple”) times the sum of (A) Employee’s annual base salary as in effect on the date Termination Date, plus (B) Employee’s target annual bonus for the fiscal year in which the Termination Date occurs (in the case of Executive's termination;both (A) and (B), without giving effect to any reduction which constitutes Good Reason), plus 2. the Stub Year Bonus, plus 3. the Prior Year Bonus, if any. (ii) if If Employee timely and properly elects to continue coverage under a Company-sponsored group health plan pursuant to COBRA, for a period commencing on the date Termination Date and ending on the earlier of Executive's termination is within the thirty (30A) days immediately preceding or the twelve (1212)-month anniversary of the Termination Date or (B) months immediately following the date on which Employee becomes eligible to receive comparable group health insurance coverage under a Corporate Transaction subsequent employer’s plans (“Continuation Period”), the Company shall pay the full amount of the monthly COBRA premium for Employee and Employee’s dependents (if applicable) participating in such plan on the Termination Date; provided, however, that if (x) any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code (as defined below) under Treasury Regulation Section 1.409A-l(a)(5), or (y) the vesting Company is otherwise unable to continue to cover Employee under its group health plans or doing so would jeopardize the tax-qualified status of all equity awards granted to Executive prior such plans, then, in either case, an amount equal to the date of termination monthly plan premium payment shall accelerate such that all such awards shall thereafter be deemed fully vested and immediately exercisable; andpaid to Employee as currently taxable compensation in substantially equal monthly installments over the Continuation Period (or the remaining portion thereof). (iii) continued participation in For a period commencing on the medical, dental Termination Date and vision plans in which Executive ending on the twelve (and where applicable, Executive's spouse and dependents) was enrolled as 12)-month anniversary of the date Termination Date, the Company shall, at its sole expense and on an as-incurred basis, provide Employee with outplacement counseling services directly related to Employee’s termination of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than employment with the Company, at the same premium rates provider of which shall be selected by the Company. ​ ​ (iv) Employee’s outstanding Company equity-based awards shall be subject to the applicable Company equity incentive plan and cost sharing as may be charged from time to time for employees generallyaward agreements evidencing such awards, as if Executive had continued in employment during such period. Executive agrees to immediately notify including the Company in writing in the event Executive becomes eligible to so enrollvesting and payment provisions thereunder.

Without Cause or for Good Reason. If, during the Term, If the Company terminates the Executive's ’s employment without Cause or the Executive resigns Executive's terminates his employment hereunder for Good Reason, the Company shall pay Executive's to the Executive the Base Salary and accrued and unused vacation benefits earned through the date of termination, termination at the rate in effect at the time of termination, plus all other amounts to which the Executive is entitled under any compensation plan or practice of the Company at the time of termination, less standard deductions and withholdings. In addition, subject to Executive the Executive’s: (ai) furnishing to the Company an executed waiver and release of claims in substantially the form attached hereto as Exhibit A B (or in such other which form as may be specified by the Company in order amended to comply with then-existing legal requirements to effect a valid release of claimsarising after the Effective Date) (the "“Release")”) no later than forty-five (45) days following the Executive’s termination; and (bii) allowing the Release to become effective in accordance with its terms, then the Executive shall be entitled to the following: (i) payment of (a) in an amount equal to one times fifty percent (1.0x50%) of the Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in or 100% of the Executive’s Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over the event the termination occurs within twelve (12) months following the date of Executive's termination the consummation of a Change in accordance Control (as defined below) (such period, the “Double-Trigger Period”)) (with the amount of the Base Salary determined prior to any reduction in the Base Salary that would give rise to the Executive’s right to voluntarily resign for Good Reason pursuant to Section 4.6.2), less standard deductions and withholdings, paid in equal installments over a period of six (6) months (or twelve (12) months, in the event the termination occurs during the Double-Trigger Period) following the date of termination pursuant to the Company's ’s standard payroll practices commencing within sixty (60) days of the “Cash Severance”), provided that any Cash Severance which would otherwise be payable prior to the 45th day following the date of Executive's termination’s termination of employment shall be cumulated and paid in a lump-sum on the first ordinary payroll date that occurs on or after the 45th day following the date of Executive’s termination of employment; (ii) if should the Executive timely elect to continue Company-sponsored group health insurance benefits in accordance with the provisions of COBRA or a similar applicable state law (“State Continuation”), as applicable, following the date of Executive's termination is within termination, to the thirty extent that doing so will not result in adverse tax consequences or violate applicable law, the Company shall pay the full premium for such group health insurance continuation benefits for the Executive and any eligible dependents for a period of six (306) days immediately preceding months (or the twelve (12) months immediately following months, in the event the termination occurs during the Double-Trigger Period) after the effective date of the Release; provided, however, that any such payments will cease if the Executive voluntarily enrolls in a Corporate Transaction (as defined belowhealth insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. The Executive agrees to promptly notify the Company in writing of any such enrollment. For purposes of this Section 4.5.3(ii), references to COBRA or State Continuation premiums shall not include any amounts payable by the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisableunder an Internal Revenue Code Section 125 health care reimbursement plan; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event that the termination occurs during the Double-Trigger Period, the vesting and exercisability of each of the Executive’s outstanding stock awards (including any stock options, restricted stock or other equity awards granted to the Executive becomes eligible to so enrollby the Company) shall be automatically accelerated in full on the effective date of the Release, which shall mean at target for any portion of an award that vests based on the achievement of performance goals.

Without Cause or for Good Reason. If, during the TermTerm of this Agreement, the Company terminates Executive's ’s employment without Cause or Executive resigns Executive's ’s employment for Good Reason, the Company shall pay Executive's Base Salary Executive the Accrued Amounts and accrued and unused vacation earned through Executive shall have the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdingsContinuing Rights. In addition, subject to Executive (aA) timely complying with the requirements of Section 4 of this Agreement, (B) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A B (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "“Release")”) no later than forty-five (45) days following Executive’s termination; and (bC) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the followingfollowing severance benefits: (i1) payment of (a) an amount equal to one times (1.0x) 200% of Executive's annual ’s Base Salary as in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's ’s right to voluntarily resign for "“Good Reason" ” pursuant to Section 4.6.23(f)(ii)), less required deductions and withholdings, and (b) an amount payable in equal to one times (1.0x) Executive's on-target annual performance incentive bonus installments in effect at accordance with the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments Company’s regular payroll practices over the twelve (12) months month period following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below)’s separation from service; provided, the vesting of all equity awards granted however, that any amounts otherwise scheduled to Executive be paid prior to the date effectiveness of termination the Release shall accelerate such that all such awards shall instead accrue and be deemed fully vested and immediately exercisablepaid in the first payroll period following the Release effective date, with the remainder of the payments to be made as originally scheduled, subject to any delay in payment required under Section 7; and (iii2) if Executive is eligible for and timely elects continued participation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or analogous provisions of state law (collectively, “COBRA”) for herself and/or her eligible dependents under the Company’s group health insurance plans following the termination of her employment, then the Company shall pay the COBRA premiums necessary to continue the health insurance coverage in the medical, dental and vision plans in which effect for Executive (and where applicable, Executive's spouse and dependents) was enrolled and/or her eligible dependents as of the termination date, until the earliest of: (A) thirty-six (36) months following Executive’s termination date (the “COBRA Severance Period”); (B) the expiration of Executive's ’s eligibility for continuation coverage under COBRA; and (C) the date when Executive becomes eligible for substantially equivalent group health insurance coverage in connection with new employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). If Executive becomes eligible for coverage under another employer’s group health plan, or otherwise ceases to be eligible for COBRA coverage during the COBRA Severance Period, Executive must immediately notify the Company of such event, and the Company’s obligation to pay COBRA premiums on Executive’s behalf shall cease. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially it or Executive incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether Executive or her eligible dependents elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the COBRA premium for the first month of coverage), and shall be paid until the earlier of: of (ai) expiration of the COBRA Severance Period or (ii) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll for substantially equivalent group health insurance coverage in connection with new employment. For purposes of this Agreement, any similar plan offered or provided COBRA premiums that are payable by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in shall not include any amounts payable by Executive under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the event Executive becomes eligible to so enrollsole responsibility of Executive.

Without Cause or for Good Reason. If, during The Employment Term and the Term, Executive’s employment hereunder may be terminated by the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (Reason or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release without Cause. In the event of claims) (such termination, the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 5, Section 6, Section 7, and Section 8 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within 30 days following the Termination Date (such 30-day period, the “Release Execution Period”), the Executive shall be entitled to receive the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual continued Base Salary in (without giving effect at the time of termination (but determined prior to any reduction in Base Salary that would give gives rise to Executive's right to voluntarily resign a resignation for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) for one year following the Termination Date in an aggregate amount equal to one Fifty Percent (50%) times (1.0x) the Executive's on-target annual performance incentive bonus ’s Base Salary for the year in effect at which the time of terminationTermination Date occurs, less required deductions and withholdings, such amounts described in (a) and (b) hereof to which sum shall be paid in installments over twelve (12) months following the date of Executive's termination equal installment payments payable in accordance with the Company's ’s normal payroll practices commencing practices, but no less frequently than monthly, which shall begin within sixty (60) 30 days of following the Termination Date; provided that, the first installment payment shall include all amounts that would otherwise have been paid to the Executive during the period beginning on the Termination Date and ending on the first payment date of Executive's terminationif no delay had been imposed; (iib) if If the date Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of Executive's termination is within the thirty 1985 (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below“COBRA”), the vesting of all equity awards granted to Company shall reimburse the Executive prior for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the date Executive on the fifteenth (15th) day of termination shall accelerate such that all such awards the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be deemed fully vested eligible to receive such reimbursement until the earliest of: (i) the twelve-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until on which the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any receive substantially similar plan offered coverage from another employer or provided by an employer other than source. Notwithstanding the foregoing, if the Company’s making payments under this Section 4.2(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing or result in the event Executive becomes eligible imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to so enrollreform this Section 4.2(b) in a manner as is necessary to comply with the ACA. (c) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the LTIP and the applicable award agreements.

Without Cause or for Good Reason. If, during The Employment Term and the Term, Executive’s employment hereunder may be terminated by the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (Reason or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release without Cause. In the event of claims) (such termination, the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within 30 days following the Termination Date (such 30-day period, the “Release Execution Period”)], the Executive shall be entitled to receive the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual i. continued Base Salary in effect and health care benefits at a substantially similar level to the time benefits provided while Executive was employed by the Company for a period of termination 18 (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12eighteen) months following as if there had been no Termination, from the date of Executive's termination Termination Date payable in equal installments in accordance with the Company's ’s normal payroll practices commencing practices, but no less frequently than monthly, which shall commence within sixty (60) 14 days of following the date of Executive's terminationTermination Date; (ii) if the date of Executive's termination is within the thirty (30) days . subject to proration, any earned but unpaid Annual Bonus with respect to any calendar year immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below)Termination Date, which shall be paid on the vesting of all equity awards granted to Executive prior otherwise applicable payment date except to the date extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; iii. Company shall reimburse Executive for all reasonable administrative assistant expenses incurred by Executive for a period of termination shall accelerate such that all such six months following the Termination Date. iv. The treatment of any outstanding equity awards shall be deemed determined in accordance with the terms of the Restricted Stock Unit plan and stock option plan and the applicable award agreements. v. Notwithstanding the terms of the Restricted Stock Unit plan and stock option plan or any applicable award agreements: 1. all outstanding unvested stock options/stock appreciation rights/restricted stock units granted to the Executive during the Employment Term shall become fully vested and immediately exercisableexercisable for the remainder of their full term; 2. all outstanding equity-based compensation awards other than stock options/stock appreciation rights that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Code (“Section 409A”) shall remain in effect; and (iii3. all outstanding equity-based compensation awards other than stock options/stock appreciation rights that are intended to constitute performance-based compensation under Section 162(m)(4)(C) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date Code shall remain outstanding and shall vest or be forfeited in accordance with the terms of Executive's termination until the earlier of: (a) applicable award agreements, if the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollapplicable performance goals are satisfied.

Without Cause or for Good Reason. IfIn the event that the Company terminates the Executive’s employment hereunder without Cause (which shall include the Company’s election not to renew and/or extend the Agreement, during where the Executive is willing to extend the Term, as provided in Section 1, on the Company Agreement’s existing terms and where the Executive serves out the current Term, it being understood that Sections 5 and 6 shall continue to apply in accordance with their terms and it being understood that following the end of the then- current Term, the Executive’s employment shall have terminated), or the Executive terminates Executive's his employment without Cause or Executive resigns Executive's employment hereunder for Good Reason, in each case other than a CIC Termination, the Company Executive shall pay be entitled to (i) the Accrued Amounts and any unpaid Transition Bonus, and, if such termination is prior to the second anniversary of the Effective Date, the CIC Cash (as defined in Section 6(c) below), each payable within thirty (30) days following the date of termination of employment; (ii) any earned but unpaid Annual Bonus for the calendar year preceding the date the Executive's ’s employment hereunder terminates and, provided the Executive’s date of employment termination is more than six (6) months into the performance year and subject to the Committee’s certification of achievement of the performance goals for such year after the year is concluded, a pro-rated portion of any Annual Bonus for the calendar year in which termination occurs, in each case payable on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) an amount equal to the sum of (A) eighteen (18) months of the Executive’s Base Salary and accrued (B) one and unused vacation one half (1.5) times the Executive’s then current Target Bonus, payable in twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices starting one month after termination; (iv) immediate and automatic vesting of all then unvested Transition RSUs and an additional eighteen (18) months’ time-based vesting credit on any other outstanding equity or equity-based awards that are subject to time-based vesting; and (v) continued health care coverage for himself and any of his eligible dependents at the Company’s cost, for up to eighteen (18) months after coverage would otherwise lapse on account of termination under the Company’s group health plans pursuant to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (the “Health Continuation Benefit”); provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release (as defined below) shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b), other than the Accrued Amounts, Transition Bonus, and the earned through but unpaid Annual Bonus payment for the preceding calendar year, are subject to and conditioned upon (x) the Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Company) within thirty (30) days following the date of termination, at waiving all claims the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than have against the Company, at its successors, assigns, affiliates, executives, officers, and directors relating to the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in Executive’s employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.with the

Without Cause or for Good Reason. If, during The Employment Term and the Term, Executive’s employment hereunder may be terminated by the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (Reason or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release without Cause. In the event of claims) (such termination, the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 7, Section 8, and Section 9 of this Agreement and the Executive’s execution, within 45 days following receipt, of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) (such 45 day period, the “Release Execution Period”), the Executive shall be entitled to receive the following: (i) payment of (a) an amount [a lump sum payment equal to one [NUMBER] times (1.0x) [the sum of] the Executive's annual ’s Base Salary [and Target Bonus] for the year in effect at which the time date of the Executive’s termination occurs, which shall be paid within [NUMBER] days following the date of the Executive’s termination; [provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year] (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2the “Severance”), less required deductions and withholdings, and ; (b) an amount [a payment equal to one times the product of (1.0xi) [the Annual Bonus, if any, that the Executive otherwise would have earned for the [calendar/fiscal] year that includes the date of the Executive's on-target annual ’s termination had no termination occurred, based on achievement of the applicable performance incentive bonus in effect at goals for such year OR the time of termination, less required deductions and withholdings, such amounts described in (a) Target Bonus] and (bii) hereof to a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the “Pro Rata Bonus”). This amount shall be paid on the date that annual bonuses are paid to similarly situated executives, [but in installments over twelve no event later than two-and-a-half (122 1/2) months following the end of the [calendar/fiscal] year that includes the date of the Executive's termination ’s termination];] (c) The treatment of any outstanding equity awards shall be determined in accordance with the Company's payroll practices commencing within sixty (60) days terms of the date of Executive's termination; (ii[NAME OF EQUITY PLAN(S) if UNDER WHICH EQUITY AWARDS WILL BE GRANTED] and the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollapplicable award agreements.

Without Cause or for Good Reason. If(i) Subject to Section 5(f) of this Agreement, during in the Term, event that the Company terminates the Executive's ’s employment without Cause hereunder not for Cause, or the Executive resigns Executive's terminates his employment for hereunder with Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing each case prior to the Company an executed waiver and release of claims in Scheduled Termination Date, the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the followingto: (iA) any earned but unpaid Base Salary, any unused vacation if required by law, any unreimbursed expenses through the Date of Termination, and any amount or benefit then or thereafter due (after taking into account the effects of such termination) under the then-applicable terms of any applicable plan, program, agreement or benefit of the Company or its affiliates (e.g., equity awards, 401(k) accounts, unreimbursed medical benefits, indemnification rights, etc.) (the “Accrued Benefits”); (B) to the extent not yet fully paid, any earned Annual Bonus for the last immediately prior calendar year during the Employment Period whether or not such Annual Bonus has yet become due for payment (the “Prior Year Bonus”); (C) a cash payment (the “Severance Payment”) equal to: (1) if the Date of Termination occurs prior to or on the first anniversary of the Effective Date, two (a2) an amount equal to one times (1.0x) the sum of the Executive's annual ’s Base Salary and Target Bonus, as of the Date of Termination (disregarding, for purposes of determining both his Base Salary and his Target Bonus, any diminution in effect at the time of termination (but determined prior to any reduction in his Base Salary that would give rise occurred at any time after the Effective Date); or (2) if the Date of Termination occurs after the first anniversary of the Effective Date, the product of (A) the sum of his Base Salary as of the Date of Termination (disregarding, for purposes of determining his Base Salary, any diminution in the Base Salary that occurred at any time after the Effective Date) and the average of the Executive’s earned Annual Bonuses (whether or not actually paid) for the two (2) most recent calendar years ended prior to Executive's right the Date of Termination (provided, however, that, for such purposes only, the Executive will be deemed to voluntarily resign have earned an Annual Bonus for "Good Reason" pursuant each of 2009 and 2010 equal to Section 4.6.2), less required deductions and withholdings$1,000,000, and (bB) an amount equal to the greater of (x) one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a1) and (by) hereof to be paid in installments over twelve a fraction, of which the numerator is the number of days (12inclusive) months following from the date Date of Executive's termination in accordance with Termination through the Company's payroll practices commencing within sixty (60) days Scheduled Termination Date and of which the date of Executive's terminationdenominator is 365; (iiD) if subject to Section 11(m), continuation of all medical benefits during the date of Executive's termination is within the thirty Severance Period (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below) for the Executive and his eligible dependents that are substantially similar to those then provided to senior executive officers of the Company generally (“Welfare Benefit Continuation”), it being understood that the vesting Company may provide the portion of all equity awards granted such coverage that can be obtained by the Executive pursuant to Executive prior to his rights under the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and Consolidated Omnibus Budget Reconciliation Act, as amended (iii“COBRA”) continued participation in by paying the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as excess of the date Executive’s applicable COBRA premiums, over the premiums the Executive would have been required to pay for such portion of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as such coverage if Executive his employment hereunder had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollcontinued.

Without Cause or for Good Reason. If, during the Term, Executive’s employment hereunder may be terminated by the Company terminates Executive's employment without Cause or by Executive resigns Executive's employment for Good Reason, . In the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date event of such termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the following: Accrued Amounts. In addition, but subject to (i) payment of (a) an amount equal to one times (1.0xx) Executive's annual Base Salary ’s execution of a release of claims in effect at favor of the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2)Company, less required deductions and withholdingsthe Company’s affiliates, and their respective officers and directors in a form provided by the Company and attached as Exhibit C to this Agreement (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a“Release”) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing such Release becoming effective and non-revocable within sixty (60) days following the Termination Date, and (y) Executive’s continued compliance in all material respects with the restrictive covenants set forth in Section 18 below, then Executive will receive, in addition to the Accrued Amounts, the following payments and benefits (the “Separation Benefits”): i. Payment of an amount equal to the sum of: (a) ten (10) months of Executive’s Base Salary and (b) ten (10) months of the date premium Executive would be required to pay for health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of Executive's termination; 1985 or similar state law (ii“COBRA”) if Executive had been eligible for such COBRA continuation coverage, at the same or reasonably equivalent coverage rate for Executive and Executive’s eligible dependents as in effect immediately prior to the Termination Date, which sum shall be paid in periodic installments over six (6) months in accordance with the Company’s customary payroll practices, subject to all statutory deductions and authorized withholdings (with the first installment payable on (or within ten (10) days following) the date of Executive's termination is within the thirty (30) days immediately preceding or Release becomes effective and irrevocable and to include each such installment that was otherwise scheduled to be paid following the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive Termination Date and prior to the date of termination shall accelerate such that payment); ii. Any unpaid Annual Bonus earned with respect to any calendar year preceding the year in which the Termination Date occurs, payable, subject to all statutory deductions and authorized withholdings, at the time when such awards shall be deemed fully vested Annual Bonus is paid to other similarly situated executives; iii. A prorated Annual Bonus for the calendar year containing the Termination Date (based upon actual Company performance for the entire year), payable, subject to all statutory deductions and immediately exercisableauthorized withholdings, at the time when such Annual Bonus is paid to other similarly situated executives; and (iii) continued participation in iv. Upon the medicalTermination Date, dental Executive shall forfeit any and vision plans in which Executive (all unvested time-based and where applicableperformance-based RSU’s . Notwithstanding the forgoing, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event of a termination of Executive’s employment hereunder may be terminated by the Company without Cause or by Executive becomes eligible for Good Reason, Executive shall have no duty to so enrollfind new employment following the Termination Date. Any compensation or benefits received by the Executive from any third party for providing personal services or otherwise following the Termination Date shall not reduce the Company’s obligation to make any payments or provide any benefits contemplated by this Agreement to the Executive.

Without Cause or for Good Reason. If, during the Term, If the Company terminates the Executive's ’s employment without Cause or the Executive resigns Executive's terminates his employment hereunder for Good Reason, the Company shall pay Executive's to the Executive the Base Salary and accrued and unused vacation benefits earned through the date of termination, termination at the rate in effect at the time of termination, plus all other amounts to which the Executive is entitled under any compensation plan or practice of the Company at the time of termination, less standard deductions and withholdings. In addition, subject to Executive the Executive’s: (ai) furnishing to the Company an executed waiver and release of claims in substantially the form attached hereto as Exhibit A B (or in such other which form as may be specified by the Company in order amended to comply with then-existing legal requirements to effect a valid release of claimsarising after the Effective Date) (the "“Release")”) no later than forty-five (45) days following the Executive’s termination; and (bii) allowing the Release to become effective in accordance with its terms, then the Executive shall be entitled to the following: (i) payment of (a) in an amount equal to one times fifty percent (1.0x50%) of the Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in or 100% of the Executive’s Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over the event the termination occurs within twelve (12) months following the date of Executive's termination the consummation of a Change in accordance Control (as defined below) (such period, the “Double-Trigger Period”)) (with the amount of the Base Salary determined prior to any reduction in the Base Salary that would give rise to the Executive’s right to voluntarily resign for Good Reason pursuant to Section 4.6.2), less standard deductions and withholdings, paid in equal installments over a period of six (6) months (or twelve (12) months, in the event the termination occurs during the Double-Trigger Period) following the date of termination pursuant to the Company's ’s standard payroll practices commencing within sixty (60) days of the “Cash Severance”), provided that any Cash Severance which would otherwise be payable prior to the 45th day following the date of Executive's termination’s termination of employment shall be cumulated and paid in a lump-sum on the first ordinary payroll date that occurs on or after the 45th day following the date of Executive’s termination of employment; (ii) if should the Executive timely elect to continue Company-sponsored group health insurance benefits in accordance with the provisions of COBRA or a similar applicable state law (“State Continuation”), as applicable, following the date of Executive's termination is within termination, to the thirty extent that doing so will not result in adverse tax consequences or violate applicable law, the Company shall pay the full premium for such group health insurance continuation benefits for the Executive and any eligible dependents for a period of six (306) days immediately preceding months (or the twelve (12) months immediately following a Corporate Transaction (as defined below)months, in the vesting of all equity awards granted to Executive prior to event the termination occurs during the Double-Trigger Period) after the effective date of termination shall accelerate the Release; provided, however, that any such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation payments will cease if the Executive voluntarily enrolls in a health insurance plan offered by another employer or entity during the medical, dental and vision plans period in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that Company is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during paying such periodpremiums. The Executive agrees to immediately promptly notify the Company in writing of any such enrollment. For purposes of this Section 4.5.3(ii), references to COBRA or State Continuation premiums shall not include any amounts payable by the Executive under an Internal Revenue Code Section 125 health care reimbursement plan; (iii) the vesting and exercisability of the Director Options, to the extent then outstanding, shall be automatically accelerated in full on the effective date of the Release; and (iv) in the event that the termination occurs during the Double-Trigger Period, the vesting and exercisability of each of the Executive’s outstanding stock awards (including any stock options, restricted stock or other equity awards granted to the Executive becomes eligible to so enrollby the Company) shall be automatically accelerated in full on the effective date of the Release, which shall mean at target for any portion of an award that vests based on the achievement of performance goals.

Without Cause or for Good Reason. If, during the Term, Your employment with the Company terminates Executive's employment without Cause or Executive resigns Executive's employment may be terminated by you for Good Reason, Reason or by the Company shall pay Executive's Base Salary and accrued and unused vacation earned through without Cause. In the date event of such termination, at you shall be entitled to receive the rate in effect at the time of termination, less standard deductions Accrued Amounts; and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and your execution of a customary release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by favor of the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "“Release"”); , and (b) allowing the Release to become becoming effective in accordance with its termswithin fifteen (15) days following the Termination Date (such 15-day period, then Executive the “Release Execution Period”), you shall be entitled to receive the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual continued Base Salary in effect at the time of termination for six (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (126) months following the date of Executive's termination Termination Date, payable in equal installments in accordance with the Company's ’s normal payroll practices commencing practices, but no less frequently than monthly, which shall commence within sixty fifteen (6015) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the date of Executive's terminationsecond taxable year; (iib) if If you timely and properly elects continuation coverage under the date Consolidated Omnibus Reconciliation Act of Executive's termination is within the thirty 1985 (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below“COBRA”), the vesting Company shall reimburse you for the monthly COBRA premium paid by you for you and your dependents. Such reimbursement shall be paid to you on the tenth (10th) of all equity awards granted the month immediately following the month in which you timely remit the premium payment. You shall be eligible to Executive prior to receive such reimbursement until the earliest of: (i) the six (6) month anniversary of the Termination Date; (ii) the date when you are no longer eligible to receive COBRA continuation coverage; and (iii) the date on which you become eligible to receive substantially similar coverage from another employer. (c) The treatment of termination shall accelerate such that all such any outstanding equity awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation determined in accordance with the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as terms of the date of Executive's termination until applicable stock incentive plan and the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollapplicable award agreements.

Without Cause or for Good Reason. If, during the Term, the Company If either Employer terminates Executive's ’s employment with Bank without Cause or Executive resigns Executive's terminates his employment with Bank for Good Reason, Reason during the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdingsTerm. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the followingreceive, subject to any applicable delay set forth in Section 19 below: (i) The Accrued Obligations (as defined in Section 6(a)); and (ii) Subject to Executive’s signing, delivering and not revoking the Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the period set forth in the Release: (A) A payment of (a) an in a monthly amount equal to one times one-twelfth (1.0x1/12) Executive's of his annual Base Salary base salary in effect at the time of immediately preceding such termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination months, payable in accordance with the Company's Bank’s established payroll practices commencing within (but no less frequently than monthly), provided that the amounts Executive would otherwise have received during the sixty (60) days after Executive’s termination had the payments begun immediately after Executive’s termination of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards employment shall be deemed fully vested and immediately exercisablepaid in a lump sum on the sixtieth (60th) day after Executive’s termination of employment (the “Severance Benefit”); and (iiiB) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is For twelve (12) months after the date of Executive's termination, Executive shall receive coverage under all employee health insurance programs or plans (bmedical, dental and vision) (“Health Care Plans”) in which Executive and/or his spouse and any of his dependents were entitled to participate immediately prior to such termination, with Employer paying the employer portion of the premium therefor (the “Health Care Continuance Benefit”), provided that the continued participation of Executive and/or his spouse and any of his dependents is possible under the general terms and provisions of the Health Care Plans. If Employer cannot maintain such coverage for Executive or his spouse or dependents under the terms and provisions of the Health Care Plans (or where such continuation would adversely affect the tax status of the Health Care Plans pursuant to which the coverage is provided). Employer shall provide the Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying Executive the estimated cost of the expected premium for twelve (12) months after the date upon of termination with such payments to be made in accordance with Bank’s established payroll practices (but no less frequently than monthly) for employees generally for the period during which such cash payments are to be provided. To the extent allowed by applicable law, the 12-month Health Care Continuance Benefit period shall run concurrently with the period for which Executive becomes and/or his spouse and any of his dependents would be eligible for continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (the “COBRA Period”). Notwithstanding the foregoing, and in addition to enroll Employer’s remedies set forth in any similar plan offered or provided by an employer other than the CompanySection 8(e), at the same premium rates all such payments and cost sharing as may benefits under Section 7(a) otherwise to be charged from time made after Executive’s termination of employment shall cease to time for employees generallybe paid, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing and Employer shall have no further obligation with respect thereto, in the event Executive becomes eligible to so enrollExecutive, without the consent of Employer, breaches or engages in any activity prohibited in Section 8 or any of its sub-parts.

Without Cause or for Good Reason. If, during the Term, the Company terminates the Executive's ’s employment without Cause or the Executive resigns the Executive's ’s employment for Good Reason, the Company shall pay the Executive's ’s Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to the Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A C (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "“Release"”); and (b) allowing the Release to become effective in accordance with its terms, then the Executive shall be entitled to the following: (i) payment of (a) an amount equal to one two times (1.0x) the Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to the Executive's ’s right to voluntarily resign for "“Good Reason" ” pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one two times (1.0x) the Executive's ’s on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve twenty-four (1224) months following the date of the Executive's ’s termination in accordance with the Company's ’s payroll practices practices, commencing within sixty (60) days of the date of the Executive's ’s termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iiiii) continued participation in the medical, dental and vision plans in which the Executive (and where applicable, the Executive's ’s spouse and dependents) was enrolled as of the date of the Executive's ’s termination until the earlier of: (a) the date that is twelve twenty-four (1224) months after the date of the Executive's ’s termination, or (b) the date upon which the Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if the Executive had continued in employment during such period. The Executive agrees to immediately notify the Company in writing in the event the Executive becomes eligible to so enroll. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

Without Cause or for Good Reason. IfExecutive may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Sixty Six and Two Thirds Percent (66.67%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without Cause, except in the case of Disability, or should Executive elect to terminate this Agreement with Good Reason during the first twenty four (24) months of the Initial Term, so long as the Executive is then providing the Executive’s full productive time and energies to the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reasonand is being paid the full amount of Base Compensation payable pursuant to Section 2(a) above, the Company Executive shall pay Executive's Base Salary and accrued and unused vacation earned through receive from the Company, in a lump sum payment due on the effective date of termination, at an amount equal to twelve (12) monthly payments of the rate in effect at Base Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the time initial 24 months of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its termsTerm, then the Executive shall be entitled to the following: (i) a payment of (a) in an amount equal to one times six (1.0x6) Executive's annual monthly payments of the Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" Compensation then payable pursuant to Section 4.6.22(a). Further, less required deductions any termination by the Company without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and withholdings, and (b) an amount equal during which the terms of Section 3 shall apply to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to year from the date of termination of employment. Executive shall accelerate such that all such awards shall be deemed fully vested have “Good Reason” to terminate this Agreement and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled ’s obligation to perform services hereunder as a consequence of any of the date of Executive's termination until the earlier offollowing events: (a) the date that is twelve (12) months after the date of Executive's terminationa AL EmpAgmt Initial _____ material reduction in his authority, title, responsibilities or duties; (b) the date upon relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive becomes eligible participates and/or any perquisite provided Executive, which is (are) material to enroll Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any similar plan offered action by the Company which would materially reduce Executive’s participation therein or provided reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by an employer other than the Company; provided, at the same premium rates and cost sharing as may be charged from time however, Good Reason shall exist with respect to time for employees generally, as a matter only if Executive had continued in employment during such period. Executive agrees to immediately notify matter is not corrected by the Company in writing in the event Executive becomes eligible to so enrollwithin 30 days of its receipt of written notice of such matter from Executive.

Without Cause or for Good Reason. If, during The Employment Term and the Term, the Company terminates Executive's employment without Cause or hereunder may be terminated by the Executive resigns Executive's employment for Good ReasonReason or by the Company without Cause. In the event of such termination, the Company Executive shall pay Executive's Base Salary be entitled to receive the Accrued Amounts, and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form attached hereto as Exhibit A (or in such other form as may be specified provided by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release") and such Release becoming effective within 30 days following the Termination Date (such 30-day period, the "Release Execution Period"); and (b) allowing , the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the following: (i) payment of (a) an amount monthly payments equal to one times (1.0x) the Executive's annual monthly Base Salary in effect at for 12 months (for avoidance of doubt the time of termination (but determined prior to any reduction in monthly Base Salary that would give rise shall be equal to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2the Base Salary divided by 12), less required deductions and withholdings, and with the first monthly payment being paid within 30 days following the Termination Date; (b) an amount equal If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to one times 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: (1.0xi) Executive's onthe eighteen-target annual performance incentive bonus in effect at month anniversary of the time of termination, less required deductions and withholdings, such amounts described in Termination Date; (aii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (biii) hereof to be paid in installments over twelve (12) months following the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company's making payments under this Section 5.2(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the "ACA"), or result in the imposition of Executive's termination penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2(b) in a manner as is necessary to comply with the ACA. (c) The treatment of any outstanding equity awards shall be determined in accordance with the Company's payroll practices commencing within sixty (60) days terms of the date of Executive's termination; (ii) if 2016 Equity Incentive Plan and the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollapplicable award agreements.

Without Cause or for Good Reason. If, during The Employment Term and the Term, the Company terminates Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause or Cause. In the event of such termination, the Executive resigns shall be entitled to receive the Accrued Amounts and subject to the Executive's employment for Good Reasoncompliance with Section 6, Section 7 and Section 8 of this Agreement and her execution (and non revocation) of a release of claims in favor of the Company, its affiliates and their respective officers and directors in the form of Exhibit B (the “Release”) and such Release becoming effective within 45 days following the Termination Date (such 45-day period, the Company “Release Execution Period”), the Executive shall pay Executive's be entitled to receive the following: (a) continued Base Salary for eighteen months following the Termination Date and accrued an amount equal to one and unused vacation earned through the date one-half (1 ½) times her Target Bonus as of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims payable in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's normal payroll practices commencing practices, but no less frequently than monthly, which shall commence within sixty (60) 30 days of following the date of Executive's terminationTermination Date; (iib) if If the date Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of Executive's termination is within the thirty 1985 (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below“COBRA”), the vesting of all equity awards granted to Company shall reimburse the Executive prior for the difference between the monthly COBRA premium paid by the Executive for herself and her dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the date Executive by the 10th business day of termination shall accelerate such that all such awards the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be deemed fully vested eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until on which the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll receive substantially similar coverage from another employer. (c) The treatment of any outstanding equity awards shall be determined in any similar plan offered or provided by an employer other than accordance with the Company, at terms of the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollapplicable award agreements.

Without Cause or for Good Reason. If, during the Term, the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the any time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after subsequent to the Effective Date, the Employee’s employment with the Company shall be terminated either (i) by the Company without Cause, or (ii) by the Employee for Good Reason, as provided in Section 3.4, below: (a) the Company shall pay to the Employee within thirty (30) days of the date of Executive's terminationtermination a lump sum amount equal to twelve (12) times the greater of the Employee’s (i) highest monthly base salary paid or payable by the Company during the twelve (12) month period immediately preceding the Effective Date, or (ii) the highest monthly salary paid or payable by the Company at any time from the ninety (90) day period preceding the Effective Date through the date of termination (the “Highest Base Salary”); and (b) the Company shall pay to the Employee within thirty (30) days of the date upon which Executive becomes eligible of termination a lump sum amount equal to enroll in any similar the annual incentive plan offered or provided by an employer other than the Company, (“AIP”) target applicable to Employee at the same premium rates time of termination; and (c) the Company shall pay to the Employee within thirty (30) days of the date of termination a lump sum amount equal to twelve (12) times the monthly amount paid or payable to Employee by the Company as an auto allowance as in effect immediately preceding the Effective Date; and (d) for the twelve (12) month period following the date of termination (the “Benefits Continuation Period”), the Company shall continue to provide health insurance and cost sharing as may be charged from time retirement benefits to time for employees generallythe Employee and/or the Employee’s family at least equal to those which would have been provided to them if the Employee’s employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of the Company and its Subsidiaries during the ninety (90) day period immediately preceding the Effective Date or, if more favorable to the Employee, as if Executive had continued in employment during effect at any time thereafter with respect to other key employees and their families, and for purposes of eligibility for retirement benefits pursuant to such plans, practices, programs and policies, the Employee shall be considered to have remained employed until the end of the Benefits Continuation Period and to have retired on the last day of such period. Executive agrees Notwithstanding the foregoing, the Employee shall have no right to immediately notify participate in any incentive compensation plan of the Company subsequent to the date of termination; and (e) if it would be illegal to provide the benefits under such plans, practices, programs or policies referred to in writing Section 3.1(d) above due to, among other things, nondiscrimination rules or tax qualification rules applicable to such plans, practices, programs or policies, then the Company will be deemed to be in compliance with this Agreement if it provides such Employee with a comparable substitute therefor, provided the Employee and the Employee’s dependents are placed thereby in the event Executive becomes eligible to so enrollsame or a better economic position than if the Company provided such benefits through its then existing plans, practices, programs or policies.

Without Cause or for Good Reason. If, during The Employment Term and the Term, the Company terminates Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause or Cause. In the event of such termination, the Executive resigns shall be entitled to receive the Accrued Amounts and subject to the Executive's employment for Good Reasoncompliance with Section 5 of this Agreement and the agreements referenced therein and his execution, within 21 days following receipt (or 45 days, if so designated by the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date Company), of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form attached hereto as Exhibit A (or in such other form as may be specified provided by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release") (such 21-day or 45-day period, as applicable, the "Release Execution Period"); , and (b) allowing the Release becoming effective according to become effective in accordance with its terms, then the Executive shall be entitled to receive the followingfollowing if and only if the Executive’s employment is terminated after the date the Financing Threshold has been satisfied: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination installment payments payable in accordance with the Company's normal payroll practices commencing practices, but no less frequently than monthly, which are in the aggregate equal to 50% of the Executive's Base Salary for the year that includes the date of the Executive's termination, which shall begin within sixty 30 days following the date of the Executive's termination and continue until fully paid; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; (60b) days If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on or prior to the 15th 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 twelve-month anniversary of the date of the Executive's termination; ; (ii) if the date of Executive's termination the Executive is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted no longer eligible to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested receive COBRA continuation coverage; and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until on which the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any receive substantially similar plan offered coverage from another employer or provided by an employer other than source. Notwithstanding the foregoing, if the Company's making payments under this Section 4.2(b) would violate the nondiscrimination rules applicable to non-grandfathered, at insured group health plans under the same premium rates and cost sharing as may be charged from time to time for employees generallyAffordable Care Act (the "ACA"), as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing or result in the event Executive becomes eligible imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to so enrollreform this Section 4.2(b) in a manner as is necessary to comply with the ACA. (c) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the Company’s 2019 Equity Incentive Plan and the applicable award agreements.

Without Cause or for Good Reason. If, during The Employment Term and the Term, the Company terminates Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause or Cause. In the event of such termination, the Executive resigns shall be entitled to receive the Accrued Amounts and subject to the Executive's employment for Good Reasoncompliance with Section 6, the Company shall pay Executive's Base Salary Section 7, Section 8, and accrued Section 9 of this Agreement and unused vacation earned through the date his execution of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form attached hereto as Exhibit A (or in such other form as may be specified provided by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release") and such Release becoming effective within twenty-one (21) days following the Termination Date (such twenty-one (21) day period, the "Release Execution Period"); and (b) allowing , the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual continued Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months year following the date of Executive's termination Termination Date payable in equal installments in accordance with the Company's normal payroll practices commencing practices, but no less frequently than monthly, which shall commence within sixty twenty-eight (6028) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; provided further that, the first installment payment shall include all amounts of Base Salary that would otherwise have been paid to the Executive during the period beginning on the Termination Date and ending on the first payment date of Executive's terminationif no delay had been imposed; (b) a payment equal to the product of (i) the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date (as determined in accordance with Section 5.6) occurs based on achievement of the applicable performance goals for such year and (ii) if a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"). This amount shall be paid on the date of Executive's termination is within the thirty that annual bonuses are paid to similarly situated executives, but in no event later than two-and-a-half (30) days immediately preceding or the twelve (122 1/2) months immediately following a Corporate Transaction the end of the fiscal year in which the Termination Date occurs; (as defined belowc) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the vesting of all equity awards granted to Company shall reimburse the Executive prior for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the standard payroll payment date of termination shall accelerate such that all such awards the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be deemed fully vested eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until on which the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any receive substantially similar plan offered coverage from another employer or provided by an employer other than source. Notwithstanding the foregoing, if the Company's making payments under this Section 5.2(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the "ACA"), at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing or result in the event Executive becomes eligible imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to so enrollreform this Section 5.2(c) in a manner as is necessary to comply with the ACA. (d) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the Plan and the applicable award agreements.

Without Cause or for Good Reason. If, during the Term, the Company terminates If Executive's ’s employment with Employer is involuntarily terminated without Cause within two (2) years after a Change of Control (as defined below) shall have occurred or if Executive resigns Executive's terminates employment with Employer for Good ReasonReason within two (2) years after a Change of Control shall have occurred, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the followingreceive, subject to any applicable delay set forth in Section 19 below: (i) payment of The Accrued Obligations (a) an amount equal to one times (1.0x) Executive's annual Base Salary as defined in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.26(a), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination); (ii) if Subject to Executive’s signing, delivering and not revoking the date Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the period set forth in the Release: (A) A payment equal to twenty-four (24) months of Executive's termination is within the thirty (30) days ’s annual base salary in effect immediately preceding or such termination payable in one lump sum, less all applicable withholdings, on the twelve sixtieth (1260th) months immediately following a Corporate Transaction day after Executive’s termination of employment (as defined belowthe “Severance Benefit”), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iiiB) continued participation in the medical, dental and vision plans in which Executive For eighteen (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (1218) months after the date of Executive's termination, Executive shall receive coverage under all Health Care Plans in which Executive and/or her spouse and any of her dependents were entitled to participate immediately prior to such termination, with Employer paying the employer portion of the premium therefor (the “Health Care Continuance Benefit”), provided that the continued participation of Executive and/or her spouse and any of her dependents is possible under the general terms and provisions of the Health Care Plans. If Employer cannot maintain such coverage for Executive or her spouse or dependents under the terms and provisions of the Health Care Plans (bor where such continuation would adversely affect the tax status of the Health Care Plans pursuant to which the coverage is provided), Employer shall provide the Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying Executive the estimated cost of the expected premium for eighteen (18) months after the date upon of termination with such payments to be made in accordance with Bank’s established payroll practices (but no less frequently than monthly) for employees generally for the period during which such cash payments are to be provided, less all applicable withholdings. To the extent allowed by applicable law, the 18-month Health Care Continuance Benefit period shall run concurrently with the period for which Executive becomes and/or her spouse and any of her dependents would be eligible for continuation coverage under the COBRA Period. (C) An additional amount, payable in one lump sum, less all applicable withholdings, on the sixtieth (60th) day following Executive’s termination of employment, equal to enroll one (1) times the highest annual bonus compensation pursuant to Section 3(b) above earned by Executive for the three (3) immediately preceding complete fiscal years or such fewer number of complete fiscal years as Executive may have been employed by Employer. For the avoidance of any doubt, if Employer makes a determination to award no annual bonus compensation to Executive for the three (3) immediately preceding complete fiscal years or such fewer number of complete fiscal years as Executive may have been employed by Employer, then no amount is payable under this Section 9(a)(ii)(C). Notwithstanding the foregoing, and in any similar plan offered or provided by an employer other than the Companyaddition to Employer’s remedies set forth in Section 8(e), at the same premium rates all such payments and cost sharing as may benefits under Section 9(a) otherwise to be charged from time made after Executive’s termination of employment shall cease to time for employees generallybe paid, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing and Employer shall have no further obligation with respect thereto, in the event Executive becomes eligible to so enrollExecutive, without the consent of Employer, engages in any activity prohibited by Section 8.

Without Cause or for Good Reason. If, during The Employment Term and the Term, Executive’s employment hereunder may be terminated by the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (Reason or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release without Cause. In the event of claims) (such termination, the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6 of this Agreement and the agreements referenced therein and the Executive’s execution, within 21 days following receipt, of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company and reasonably acceptable to the Executive (the “Release”) (such 21-day period, the “Release Execution Period”), and the Release becoming effective according to its terms, the Executive shall be entitled to receive the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination installment payments payable in accordance with the Company's ’s normal payroll practices commencing practices, but no less frequently than monthly, which are in the aggregate equal to the Executive’s Base Salary for the year that includes the date of the Executive’s termination, which shall begin within sixty 30 days following the date of the Executive’s termination and continue until the 2nd anniversary of the Executive’s date of termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; provided further that, the first installment payment shall include all amounts that would otherwise have been paid to the Executive during the period beginning on the date of the Executive’s termination and ending on the first payment date if no delay had been imposed; (60b) days If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents. Such reimbursement shall be paid to the Executive on the first 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 twelve-month anniversary of the date of the Executive's ’s termination;; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive receives substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.2(c) would violate the nondiscrimination rules applicable to non-grandfathered, insured group health 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 5.2(c) in a manner as is necessary to comply with the ACA. (c) Notwithstanding the terms of the Dragonfly Energy Holding Corp. Stock Incentive Plan and all successor plans or any applicable award agreements: (i) all outstanding equity-based compensation awards that do not vest based on the attainment of performance goals shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”) shall remain in effect; and (ii) all outstanding equity-based compensation awards that vest based on the attainment of performance goals shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollapplicable performance goals are satisfied.

Without Cause or for Good Reason. IfIf Employee’s employment is involuntarily terminated without Cause (and other than due to Employee’s death or Incapacity) within two (2) years after a Change of Control shall have occurred or if Employee resigns for Good Reason within two (2) years after a Change of Control shall have occurred, then the Bank shall pay to Employee (subject to any applicable payroll or other taxes required to be withheld), (i) (A) any unpaid base salary for time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (B) any annual incentive compensation earned during the Termcalendar year preceding the calendar year of termination, the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through but not yet paid as of the date of termination, at payable on the rate earlier of the thirtieth (30th) day after the date of termination, or when otherwise due; and (C) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (a)(i)(A) – (C) collectively are referred to as the “Accrued Obligations”) and (ii) subject to Employee’s signing, delivering and not revoking the Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the time period set forth therein, the following: (A) An amount equal to 2.00 times Employee’s base salary as in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release payable over a period of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months in accordance with the regular pay periods of the Bank (but not less frequently than monthly and in equal installments) beginning on the first payroll following the date of Executive's termination in accordance with of employment, provided, however, that all payments otherwise due during the Company's payroll practices commencing within first sixty (60) days following termination of employment shall be accumulated and, if the date Release requirements have been met, paid on the sixtieth (60th) day following termination of Executive's termination;employment. (iiB) if An amount equal to 2.00 times the date of Executive's average annual bonus payable for the five years preceding the calendar year in which the termination is within the thirty occurs (30) days immediately preceding or the average for the number of years the Agreement has been in effect if less than five (5) years.) If the Agreement was in effect and no bonus was paid for a calendar year, then the amount to be used for that year in computing the average shall be zero. The bonus amount shall be payable over a period of twelve (12) months immediately following a Corporate Transaction in accordance with the regular pay periods of the Bank (as defined belowbut not less frequently than monthly and in equal installments), payable in the vesting of all equity awards granted to Executive prior same manner and at the same time as the payments in Section 2(a)(A). (C) An amount equal to the date product of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and twenty-four (iii24) continued participation times the monthly rate of the Bank’s subsidy for coverage in the its medical, dental and vision plans in which Executive for active employees (and where applicable, Executive's spouse including any applicable coverage for spouses and dependents) was enrolled as of in effect on the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or payable in a lump sum on the sixtieth (b60th) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollday following termination of employment.

Without Cause or for Good Reason. If, during the Term, If the Company terminates the Executive's ’s employment without Cause or the Executive resigns Executive's terminates his employment for Good Reason, the Company shall pay Executive's Base Salary the Accrued Amounts subject to standard deductions and accrued and unused vacation earned through withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims in (the form of which is attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claimsA) (the "“Release"); ”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and (b) allowing the permitting such Release to become effective in accordance with its termsterms (the “Release Effective Date”), then and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to the followingto: (i) payment the equivalent of (a) an amount equal to one times (1.0x) the Executive's ’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time a period of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination (hereinafter referred to as the “Severance Period”), less standard deductions and withholdings, to be paid during the Severance Period according to the Company’s regular payroll practices, subject to any delay in accordance payment required by Section 4.6 in connection with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination;Release Effective Date; and (ii) if in the date event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive's termination is within ’s COBRA health insurance premium as the thirty (30) days immediately preceding or percentage of health insurance premiums that it paid during the twelve (12) months immediately following a Corporate Transaction (as defined below)Executive’s employment, the vesting of all equity awards granted to Executive prior including any amounts that Company paid for benefits to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as qualifying family members of the date of Executive's termination , up until the earlier of: of either (ai) the last day of the Severance Period or, (ii) the date that is twelve (12) months after on which the date of Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

Without Cause or for Good Reason. If, during (other than a CIC Termination). In the Term, event of the termination of the Executive’s employment (x) by the Company terminates Executive's employment without Cause Cause, or (y) by the Executive resigns Executive's employment for Good Reason, in each case other than a CIC Termination described in Section 5(e), in each case subject to and conditioned upon the Company Executive satisfying the Conditions (other than with respect to the Accrued Amounts): i. the Executive shall pay Executive's receive any accrued but unpaid Base Salary and accrued and but unused vacation earned through the date Date of terminationTermination, at in each case without giving effect to a Salary Reduction, if any (the rate “Accrued Amounts”), which Accrued Amounts shall be payable in a lump sum within thirty (30) days following the Date of Termination (or sooner as required by applicable law); ii. the Executive shall receive an amount equal to the sum of (A) two (2) times the Executive’s then current Base Salary without giving effect to a Salary Reduction, if any, and (B) a pro-rata amount, based on the number of days elapsed during the fiscal year in which the Date of Termination occurs, of the Executive’s Target Bonus, payable in a lump sum on the sixtieth (60th) day following the Date of Termination; iii. during the eighteen (18) month period following the Date of Termination, the Company shall continue to provide medical and life insurance benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to senior executives of the Company pursuant to such medical plan as may be in effect from time to time (or to reimburse the Executive for the after-tax cost thereof); provided that the Executive’s life insurance benefit shall be in an amount equal to three (3) times the Executive’s then current base salary without giving effect to a Salary Reduction, if any; provided further, however, that if the Executive becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”); and iv. all outstanding equity-based awards held by the Executive, including for this purpose, the Transition Equity Grant, to the extent not vested, shall immediately and automatically vest (or not) as of the Date of Termination as follows, and the portion of such awards that do not so vest shall be immediately and automatically forfeited for no consideration: (A) if the Date of Termination occurs on or prior to the six (6) month anniversary of the Effective Date, each such award shall immediately and automatically be forfeited; (B) if the Date of Termination occurs after the six (6) month anniversary and on or prior to the twelve (12) month anniversary of the Effective Date, as to 50% of each such equity-based award (assuming “target” performance for awards with performance-based vesting conditions); or (C) if the Date of Termination occurs after the twelve (12) month anniversary of the Effective Date, as to 100% of each such equity-based award (at the time of termination“target” level, less standard deductions if applicable). The amounts paid and withholdings. In addition, benefits received pursuant to this Section 5(a) are subject to and conditioned upon (i) the Executive (a) furnishing to the Company an executed executing a valid general release and waiver and release of claims in substantially the form attached hereto as Exhibit A C, waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the sixtieth (or in such other form as may be specified by 60th) day following the Company in order to comply with then-existing legal requirements to effect a valid release Date of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdingsTermination, and (bii) an amount equal to one times (1.0x) the Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance ’s compliance with the Company's payroll practices commencing within sixty Restrictive Covenants provided in Sections 7 and 8 hereof (60) days of together, the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (“Conditions”). Except as defined belowprovided in this Section 5(a), the vesting of all equity awards granted to Executive prior to Company shall have no additional obligations under this Agreement upon the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's ’s termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

Without Cause or for Good Reason. If, (other than a CIC Termination). In the event of the termination of the Executive’s employment during the Term, Employment Period (i) by the Company terminates Executive's employment without Cause Cause, or (ii) by the Executive resigns Executive's employment for Good Reason, in each case other than a CIC Termination described in Section 5(e), the Company Executive shall pay Executive's receive, in addition to any accrued but unpaid Base Salary and accrued and but unused vacation earned through the date Date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) Termination (the "Release"“Accrued Amounts”); and (b) allowing the Release to become effective in accordance with its terms, then Executive which Accrued Amounts shall be entitled to payable in a lump sum within thirty (30) days following the following: (i) payment Date of (a) Termination, an amount equal to one and one half times (1.0x1.5x) the sum of (A) the Executive's annual ’s then-current Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (bB) an amount the Executive’s Target Annual Bonus, payable in equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in monthly installments over twelve the eighteen (1218) months month period following the date Date of Executive's termination Termination in accordance with the Company's ’s normal and customary payroll practices commencing within sixty beginning on the 30th day following the Date of Termination. In addition, during the eighteen (6018) days month period following the Date of Termination, the Company shall continue to provide medical and life insurance benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to senior executives of the date of Executive's termination; (ii) if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted Company pursuant to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar medical plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged in effect from time to time (or to reimburse the Executive for employees generallythe after-tax cost thereof); provided, as however, that if the Executive had continued in employment during such period. becomes re-employed with another employer and is eligible to receive health insurance benefits under another employer provided plan, the Executive agrees is obligated to immediately promptly notify the Company of any changes in writing his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). All equity and equity-based awards, including for this purpose, the Make-Whole Award, held by the Executive as of the Date of Termination, to the extent unvested, will continue to vest on the anniversary dates of grant in accordance with the terms of the original grant agreement, vested stock options held by the Executive as of the Date of Termination, if any, shall remain exercisable for the lesser of (i) one (1) year following the Date of Termination or (ii) the expiration date of the option, and stock options that vest after the Date of Termination shall remain exercisable for the lesser of (i) one (1) year following the vesting date or (ii) the expiration date of the option. The amounts paid and benefits received pursuant to this Section 5(a) are subject to and conditioned upon (i) the Executive executing a valid general release and waiver (in the event form acceptable to the Company), waiving all claims the Executive becomes eligible to so enrollmay have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and (ii) the Executive’s compliance with the Restrictive Covenants provided in Sections 7 and 8 hereof (together, the “Conditions”). Except as provided in this Section 5(a), the Company shall have no additional obligations under this Agreement upon the Executive’s termination.

Without Cause or for Good Reason. If, during The Employment Term and the Term, Executive’s employment hereunder may be terminated by the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (Reason or in such other form as may be specified by the Company in order without Cause. For the avoidance of doubt, a termination on account of the Company’s providing notice of its intention not to comply with then-existing legal requirements to effect a valid release of claims) (renew the "Release"); and (b) allowing the Release to become effective Agreement in accordance with its termsSection 1 shall not constitute Termination without Cause. In the event of such termination, then the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 5 of this Agreement and the Executive’s execution, within 21 days following receipt, of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) (such 21-day period, the “Release Execution Period”), and the Release becoming effective according to its terms, the Executive shall be entitled to receive the following: (i) payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination Equal installment payments payable in accordance with the Company's ’s normal payroll practices commencing within sixty practices, but no less frequently than monthly, which are in the aggregate equal to (60i) days one times the Executive’s Base Salary and (ii) Target Bonus for the year that includes the date of the Executive’s termination, which shall begin on the pay date that is on or immediately after the 30th day following the effective date of termination of the Executive’s termination of employment, provided that the Release has become effective as of such date, and continue until the first anniversary of the Executive’s date of termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; provided further that, the first installment payment shall include all amounts that would otherwise have been paid to the Executive during the period beginning on the date of the Executive’s termination and ending on the first payment date if no delay had been imposed; (b) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the last 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 12-month anniversary of the date of the termination of the Executive's termination; ’s group health coverage in connection with the termination of Executive’s employment and in accordance with the terms of the applicable Employee Benefit Plan; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the date of Executive's termination is within Company’s making payments under this Section 4.2(c) would violate the thirty nondiscrimination rules applicable to non-grandfathered, insured group health plans under the Affordable Care Act (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below“ACA”), or result in the vesting imposition of all equity awards granted penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to Executive prior reform this Section 4.2(b) in a manner as is necessary to comply with the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisableACA; and (iiic) continued participation The treatment of any outstanding equity awards shall be determined in accordance with the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as terms of the date of Executive's termination until Equity Plan and the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollapplicable award agreements.

Without Cause or for Good Reason. If, during the Term, the Company terminates If Executive's ’s employment with Bank is involuntarily terminated without Cause within two (2) years after a Change of Control (as defined below) shall have occurred or if Executive resigns Executive's terminates employment with Bank for Good Reason, the Company Reason within two (2) years after a Change of Control shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdingshave occurred. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the followingreceive, subject to any applicable delay set forth in Section 19 below: (i) payment of The Accrued Obligations (a) an amount equal to one times (1.0x) Executive's annual Base Salary as defined in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.26(a), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination); (ii) if Subject to Executive’s signing, delivering and not revoking the date Release attached as Exhibit A, which Release must be signed. delivered and not revoked within the period set forth in the Release: (A) A payment equal to twenty-four (24) months of Executive's termination is within the thirty (30) days ’s annual base salary in effect immediately preceding or such termination payable in one lump sum. less all applicable withholdings, on the twelve sixtieth (1260th) months immediately following a Corporate Transaction day after Executive’s termination of employment (as defined belowthe “Severance Benefit”), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iiiB) continued participation in the medical, dental and vision plans in which Executive For eighteen (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (1218) months after the date of Executive's termination, Executive shall receive coverage under all Health Care Plans in which Executive and/or his spouse and any of his dependents were entitled to participate immediately prior to such termination, with Employer paying the employer portion of the premium therefor (the “Health Care Continuance Benefit”), provided that the continued participation of Executive and/or his spouse and any of his dependents is possible under the general terms and provisions of the Health Care Plans. If Employer cannot maintain such coverage for Executive or his spouse or dependents under the terms and provisions of the Health Care Plans (bor where such continuation would adversely affect the tax status of the Health Care Plans pursuant to which the coverage is provided), Employer shall provide the Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying Executive the estimated cost of the expected premium for eighteen (18) months after the date upon of termination with such payments to be made in accordance with Bank’s established payroll practices (but no less frequently than monthly) for employees generally for the period during which such cash payments are to be provided, less all applicable withholdings. To the extent allowed by applicable law, the 18-month Health Care Continuance Benefit period shall run concurrently with the period for which Executive becomes and/or his spouse and any of his dependents would be eligible for continuation coverage under the COBRA Period. (C) An additional amount, payable in one lump sum, less all applicable withholdings, on the sixtieth (60th) day following Executive’s termination of employment, equal to enroll one (1) times the highest annual bonus compensation pursuant to Section 3(b) above earned by Executive for the three (3) immediately preceding complete fiscal years or such fewer number of complete fiscal years as Executive may have been employed by Employer. For the avoidance of any doubt, if Employer makes a determination to award no annual bonus compensation to Executive for the three (3) immediately preceding complete fiscal years or such fewer number of complete fiscal years as Executive may have been employed, then no amount is payable under this Section 9(a)(ii)(C). Notwithstanding the foregoing, and in any similar plan offered or provided by an employer other than the Companyaddition to Employer’s remedies set forth in Section 8(e), at the same premium rates all such payments and cost sharing as may benefits under Section 9(a) otherwise to be charged from time made after Executive’s termination of employment shall cease to time for employees generallybe paid. and Employer shall have no further obligation with respect thereto, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enrollExecutive, without the consent of Employer, engages in any activity prohibited by Section 8.

Without Cause or for Good Reason. If, during the Term, Executive’s employment hereunder may be terminated by the Company terminates Executive's employment without Cause or by Executive resigns Executive's employment for Good Reason, . In the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date event of such termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release"); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to receive the following: Accrued Amounts. In addition, but subject to (i) payment of (a) an amount equal to one times (1.0xx) Executive's annual Base Salary ’s execution of a release of claims in effect at favor of the time of termination Company, the Company’s affiliates, and their respective officers and directors in a form provided by the Company and acceptable to Executive (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2the “Release”) and such Release becoming effective and non-revocable within sixty (60) days following the Termination Date (such 60-day period, the “Release Execution Period”), less required deductions and withholdings, and (b) an amount equal to one times (1.0xy) Executive's on-target annual performance incentive bonus ’s continued compliance in effect at all material respects with the time restrictive covenants set forth in Section 17 below, then Executive will receive, in addition to the Accrued Amounts: i. continued payment of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over Executive’s Base Salary for twelve (12) months following the date of Executive's termination Termination Date, which shall be paid in periodic installments in accordance with the Company's ’s customary payroll practices commencing practices, subject to all statutory deductions and authorized withholdings (with the first installment payable on (or within sixty ten (6010) days of following) the sixtieth (60th) day following the Termination Date and to include each such installment that was otherwise scheduled to be paid following the Termination Date and prior to the date of Executive's terminationsuch payment); ii. any unpaid Annual Bonus with respect to any calendar year preceding the year in which the Termination Date occurs, plus a pro-rata portion of the Annual Bonus, if any, that Executive shall have earned for the calendar year in which the Termination Date occurs, the determination of such bonus to remain in the sole and absolute discretion of the Board and to be payable at the time when such Annual Bonus is paid to other similarly situated executives, and such pro-ration to be based on the portion of the calendar year in which Executive was employed with the Company; iii. if Executive timely elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (ii) if “COBRA”), payment or reimbursement by the date Company of the Executive's termination is within ’s premiums to continue such coverage pursuant to COBRA, at the thirty same or reasonably equivalent coverage for Executive and Executive’s eligible dependents (30) days as in effect immediately preceding or prior to the Termination Date), for twelve (12) months immediately following a Corporate Transaction the Termination Date (as defined below)or, if earlier, the vesting date Executive becomes eligible for coverage under the health plan of all a future employer or the date the Company is no longer obligated to offer COBRA continuation coverage to Executive and Executive’s dependents); and iv. accelerated vesting, effective immediately prior to the termination of Executive’s employment, of any portion of the RSUs and the Option, as well as any other equity awards that have been granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and (iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, that are outstanding and not vested on the Termination Date and that shall have vested during the Term as then in effect had the Executive’s employment with the Company continued through the remainder of the Term (with any performance-based vesting conditions applicable to the award being deemed met on the Termination Date at the same premium rates target performance level and cost sharing as may be charged from time in each case subject to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing any provisions set forth in the event Executive becomes eligible to so enrollapplicable award agreement that expressly supersede the acceleration of vesting provided in this Section 11(d)(iv)).