Common use of Change in Control Benefits Clause in Contracts

Change in Control Benefits. Upon the occurrence of a Change in Control, the Company shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a) a payment equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made in a lump sum on the effective date of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive prior to the Change in Control; (c) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a lump sum payment in an amount equal to the present value of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.

Change in Control Benefits. Upon the occurrence of a Change in Control, the Company Bank shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a) a payment equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Companyyears, subject to applicable withholding taxes. The payments payment shall be made in a lump sum on the effective date of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the CompanyBank’s own expense (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive prior to the Change in Control; (c) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a lump sum payment in an amount equal to the present value of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.409A; (g) Notwithstanding the preceding paragraphs of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under said paragraphs (the “Change in Control Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, the Change in Control Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with said Section 280G. The allocation of the reduction required hereby among Change in Control Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive.

Change in Control Benefits. Upon the occurrence of a Change in Control, the Company shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a) a payment equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made in a lump sum on the effective date of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s 's dependents at the Company’s 's own expense (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive prior to the Change in Control; (c) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a lump sum payment in an amount equal to the present value of the Bank’s 's contributions that would be made on Executive’s 's behalf under the Bank’s 's 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “"Separation from Service” " within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.

Change in Control Benefits. Upon the occurrence of a Change in Control, the Company Bank shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a) a payment equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Companyyears, subject to applicable withholding taxes. The payments payment shall be made in a lump sum on the effective date of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s 's dependents at the Company’s Bank's own expense (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive prior to the Change in Control; (c) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a lump sum payment in an amount equal to the present value of the Bank’s 's contributions that would be made on Executive’s 's behalf under the Bank’s 's 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “"Separation from Service” " within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.409A; (g) Notwithstanding the preceding paragraphs of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under said paragraphs (the "Change in Control Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and in order to avoid such a result, the Change in Control Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive's "base amount," as determined in accordance with said Section 280G. The allocation of the reduction required hereby among Change in Control Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive.

Change in Control Benefits. Upon the occurrence of a Change in Control, the Company shall be obligated to pay the Executive, or in In the event of his subsequent deatha termination of employment entitling the Executive to benefits in accordance with Section 2, his beneficiary or beneficiariesthe Executive shall, or his estatesubject to the provisions of the last paragraph of this Section 3, as the case may be, receive the following: (a) a payment equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made in a lump sum on the effective date of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense (at the end of which, Executive shall be entitled to elect receive the maximum continued following employee welfare benefits: medical, health care and accident, dental, prescription, disability, and life insurance coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive (and, where applicable under the Company’s welfare benefit plans, the Executive’s family) through the second anniversary of the Executive’s date of termination of employment, or, if earlier, the date on which the Executive becomes employed by another employer. The benefits provided by the Company shall be no less favorable in terms of coverage and cost to the Executive than those provided under the Company’s welfare benefit plans applicable to the Executive (and, where applicable, the Executive’s family) prior to the Change in Control; (c) any outstanding unvested stock options or shares of restricted stock , determined as if the Executive remained in the employ of the Company that have been awarded through such second anniversary. (b) If the Executive’s date of termination occurs after the end of a performance period applicable to an annual incentive (bonus) award, and prior to the payment of the award for the period, the Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period be entitled to the extent that information can be reasonably obtained) following the Change in Control, a lump sum payment in an amount cash no later than twenty (20) business days after the date of termination equal to the present value greatest of (i) the Executive’s annual incentive (bonus) award for that period, as determined under the terms of that incentive award arrangement, (ii) the Executive’s annual incentive (bonus) award for that period, with the determination of the Bank’s contributions amount of such award based on an assumption that would be made on the target level of performance had been achieved or (iii) the Executive’s behalf under the Bank’s 401(kaverage annual incentive (bonus) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working award for the Bank three annual performance periods preceding that period (provided that if the Executive was not a participant in the incentive award arrangement for a thirty-six (36) month any of those three prior years, the averaging period following shall be reduced from three years to the Change in Control, earning the base salary that would be achieved number of years during the remaining unexpired term of this Agreement (assumingthree year period in which the Executive was a participant; and further provided that if the Executive’s award for any such year was reduced because the Executive was not a participant for the full year, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term such amount shall be annualized for purposes of the Agreementcomputation in this clause (iii)). (c) and making the maximum amount of employee contributions permitted, if any, under such For any annual incentive (bonus) plan or plansarrangement in which the Executive participates for the performance period in which the Executive’s termination of employment occurs, where such present values are the Executive shall be entitled to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in cash no later than twenty (20) business days after the date of termination equal to the greater of (i) the Executive’s annual incentive (bonus) award for the performance period that includes the date of termination, with the determination of the amount of such award based on an assumption that the target level of performance has been achieved or (ii) the Executive’s average annual incentive (bonus) award for the three annual performance periods preceding the performance period that includes the date of termination (provided that if the Executive was not a participant in the incentive award arrangement for any of those three prior years, the averaging period shall be reduced from three years to the number of years during the three year period in which the Executive was a participant; and further provided that if the Executive’s award for any such year was reduced because the Executive was not a participant for the full year, such amount shall be annualized for purposes of the computation in this clause (ii)); provided that such payment shall be subject to a pro-rata reduction to reflect the number of days in the performance period following the date of termination. The amount payable under this paragraph (c) shall be in lieu of any amounts that may otherwise be due to the Executive with respect to any annual incentive (bonus) plan or arrangement in which the Executive participates for the performance period in which the Executive’s date of termination occurs. (d) The Executive shall be entitled to a lump sum payment in cash no later than twenty (20) business days after the Executive’s date of termination equal to the sum of: (i) an amount equal to two times the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change Executive’s annual salary rate in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year effect on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as of the date of the Change in ControlControl or, where if greater, as in effect immediately prior to the present values are to be determined using a discount rate date of six percent (6%) and the mortality tables prescribed under Section 72 of the Code;termination; plus (fii) Payments under Section 3(dan amount equal to two times the greater of (x) and Section 3(ethe Executive’s annual incentive (bonus) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to award for the contrary, if termination of employment occurs simultaneously with performance period that includes the effective date of the Change Executive’s termination of employment, with the determination of the amount of such award based on an assumption that the target level of performance has been achieved or (y) the Executive’s average annual incentive (bonus) award for the three annual performance periods preceding the performance period that includes the date of termination (provided that if the Executive was not a participant in Controlthe incentive award arrangement for any of those three prior years, the averaging period shall be reduced from three years to the number of years during the three year period in which the Executive was a participant; and further provided that if the Executive’s award for any such year was reduced because the Executive was not a participant for the full year, such amount shall be annualized for purposes of the computation in this clause (y)). The amount payable under this paragraph (d) shall be inclusive of the amounts, if any, to which the Executive would otherwise be entitled as severance pay under any severance pay plan, or by law and shall be in addition to (and not inclusive of) any amount payable under any written agreement(s) directly between the Executive and the Company or any of its subsidiaries. (e) The Company shall provide the Executive with outplacement services suitable to the Executive’s position through the second anniversary of the date of the Executive’s termination of employment, or, if earlier, the date on which the Executive becomes employed by another employer. If the Executive is a participant in the Hospira Performance Incentive Plan, the Hospira 2004 Long-Term Stock Incentive Plan, or any successor thereto, the Executive’s annual incentive (bonus) award for the performance period which includes the date of termination under paragraphs (c) and (d)(ii) above and, if applicable, for the period preceding the date of termination under paragraph (b) shall, be determined under the bonus levels communicated in writing to the Executive by the Company for such year. For purposes of this Agreement, the Executive is deemed a “Separation from Servicekey employee” within the meaning of section 409A of the Internal Revenue Code Section 409Aof 1986, then as amended (the “Code”) and the regulations thereunder (“Specified Employee”). As a Specified Employee, notwithstanding any provision in this Agreement, any payments required or benefits under this Section 3 Sections 3(b), (c) or (d) (“Restricted Payments”) shall be delayed until provided to the Executive on the first day of the seventh month following such Separation from Servicethe date of the Executive’s termination of employment (the “Delay Period”). After the Delay Period, any Restricted Payments that constitute reimbursements to the Executive shall be made in accordance with their payment terms under this Agreement but only if required by Code Section 409A.no later than the end of the calendar year following the year in which the expense was incurred.

Change in Control Benefits. Upon (i) If the occurrence Executive incurs a Qualifying Termination, then: (A) Subject to the signing of a Change in Controlthe Release by the Executive within 45 days of the receipt of the Release (which shall be provided no later than two business days after the Date of Termination) and not revoking the Release during the seven-day revocation period, the Company shall be obligated to pay the Executive, or Executive a lump sum in cash in an amount (the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a“Change in Control Severance Amount”) a payment equal to three times the sum of (iI) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made in a lump sum on the effective date of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense current annual base salary (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive Executive’s annual base salary in effect immediately prior to the Change in Control; , if higher) plus (cII) any outstanding unvested stock options the Executive’s target annual bonus for the current fiscal year (or shares of restricted stock of if higher, the Company that have been awarded target annual bonus for the fiscal year immediately prior to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a lump sum payment in an amount equal to the present value of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a ). The Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to Severance Amount shall be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period paid to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for 60th day after the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as later of the date of the Change in Control and the Date of Termination; provided, however, that (x) if the Date of Termination occurs during the three-month period before the Change in Control, where the present values are to payment under this Section 5(a)(i)(A) shall be determined using a discount rate of six percent (6%) and the mortality tables prescribed reduced by any payments made under Section 72 4(b)(i) before the date of the Change in Control; and (y) to the extent that the Company determines necessary to comply with Section 409A of the Code; (f, all or a portion of the payments under this Section 5(a)(i)(A) Payments under Section 3(d) and Section 3(e) above shall be made irrespective on the schedule set forth in Section 4(b)(i) rather than in a lump sum. (B) The Company shall pay to the Executive in a cash lump sum by the 60th day after the later of whether termination the date of employment has occurred. the Change in Control and the Date of Termination, an amount equal to 12 times the excess of (I) the monthly premium payable by former employees for continued coverage under COBRA for the same level of coverage, including dependents, provided to the Executive under the Company’s group health benefit plans in which the Executive participates immediately prior to the Date of Termination over (II) the monthly premium paid by active employees for the same coverage immediately prior to the Notice of Termination. (ii) Notwithstanding anything herein to the contrarycontrary in any applicable option agreement or stock-based award agreement: (A) All stock options and other stock-based awards held by the Executive that were granted before January 29, 2019 shall immediately accelerate and become fully exercisable or nonforfeitable as of the effective date of such Change in Control. If any such award includes a performance-based vesting condition, vesting shall be based on the greater of assumed target performance or actual performance measured through the date of the Change in Control; and (B) All stock options and other stock-based awards held by the Executive that are granted on or after January 29, 2019, (I) if termination assumed or continued by the successor in the Change in Control (as set forth in Section 15.2.1(b) of employment occurs simultaneously with the Company’s 2017 Omnibus Incentive Plan, or any similar provision in any predecessor or successor plan), and the Executive incurs a Qualifying Termination, shall only immediately accelerate and become fully exercisable or nonforfeitable upon the later of the Date of Termination or the effective date of the Change in Control, and (II) if not assumed or continued by the successor in the Change in Control, shall become fully vested and exercisable upon the effective date of the Change in Control as provided in Section 6(a)(ii)(A). In that regard, for any such termination is deemed award that includes a “Separation from Service” within performance-based vesting condition, vesting shall be based on the meaning greater of Code Section 409Aassumed target performance or actual performance measured through the date of accelerated vesting. For the avoidance of any doubt, then the payments required under provisions of this Section 3 5(a)(ii) shall be delayed until supersede the first day provisions contained in the applicable award agreements, provided that the provisions of the seventh month following award agreements will control to the extent such Separation from Service, but only if required by Code Section 409A.provisions are more favorable to the Executive.

Change in Control Benefits. Upon the occurrence of After a Change in Control, if the Company shall be obligated to pay terminates the Executive’s employment for any reason other than Cause or Long-Term Disability, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a) a payment equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to if the Executive during the prior three years by the Bank and/or the Companyresigns for Good Reason, subject to applicable withholding taxes. The payments Section 6(h), the Executive shall be made entitled to: i. Change in Control payments in a lump sum on in an aggregate amount equal to [three (3)][two and one-half (2.5)][two (2)][3] times the effective date sum of: (A) the Executive’s then-current Base Salary (disregarding any reduction in salary made after the Change in Control or in contemplation of the Change in Control. Such payments shall not be reduced ); (B) the Executive’s Target Annual Bonus for the year of termination or, if greater, the Target Annual Bonus for the year in the event Executive obtains other employment following which the Change in Control; Control occurred; and (bC) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense (at the end of whichprofit-sharing, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B 401(k) match and other Company contributions made on behalf of the Code) and such coverage shall be substantially identical Executive to the coverage maintained by Company’s tax-qualified and nonqualified defined contribution plans during the Bank or the Company for the Executive twelve (12) months prior to the date of termination (“Total Change in Control; (c) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Control Payment”). The Total Change in Control; (d) at the time of or Control Payment shall be paid within sixty (60) days (or within such shorter period after the date of the Executive’s separation from service and shall be contingent on the release described in Section 6(h) becoming effective subject to the extent provision contained in Section 7(h). ii. If such termination occurs prior to the payment of the Executive’s Annual Bonus payable with respect to the immediately preceding calendar year, payment of such Annual Bonus for such period, in the amount, and at such time, as he would otherwise have been entitled under the terms of the BPP had his/her employment not terminated. iii. Notwithstanding the terms and conditions of the equity compensation plans and award agreements pursuant to which outstanding awards were granted, upon termination of the Executive’s employment, but subject to any accelerated vesting of any Equity Incentives that information can be reasonably obtained) following occurred upon the Change in Control, a lump sum payment in an amount equal to the present value of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained all Equity Incentives held by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assumingExecutive not already vested will become fully vested and, if a Change in Control has occurredapplicable, immediately exercisable, and will remain outstanding pursuant to their terms; provided, however, that the annual base salary increases at treatment of all awards held by the rate of six percent (6%) per year on each Anniversary Date over Executive that are subject to performance-based vesting criteria shall be governed by the remaining unexpired term terms and conditions of the Agreementequity compensation plans and award agreements and/or award terms pursuant to which they were granted. iv. The Executive shall be entitled to Company-provided continuation of Benefits (on either an insured or a self-insured basis, in the sole discretion of the Company) for the Executive and making his/her Eligible Dependents, on substantially the maximum amount same terms of employee contributions permitted, if any, under such plan or plans, where such present values coverage as are to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period in existence immediately prior to the extent that information can reasonably be obtained) following Executive’s date of termination (subject to commercial availability of such coverage), until the Change in Control, a lump sum payment in an amount equal to the excess, if any, of earlier of: (A) the present value of date on which the benefits Executive becomes eligible to which he would be entitled covered under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management Medicare or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuminganother employer’s group health plan, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over or (B) the present value [third][thirty month][second][4] anniversary of the benefits Executive’s date of termination; provided, however, that such coverage shall run concurrently with any coverage available to which the Executive and his/her Eligible Dependents under COBRA; and provided further, however, that the Executive shall immediately notify the Company if s/he is actually entitled and his/her Eligible Dependents become covered under any such Medicare or another employer’s group health plan, at which time the Company’s provision of medical coverage for the Executive and/or his/her Eligible Dependents, as of applicable, will cease. The Executive shall not be entitled to any other perquisites (except as otherwise explicitly provided in the date of the Change applicable perquisite plan or policy or in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.Agreement).

Change in Control Benefits. Upon the occurrence of After a Change in Control, if the Company terminates the Executive’s employment for any reason other than Cause or Long-Term Disability, or if the Executive resigns for Good Reason, subject to Section 6(h), the Executive shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the followingentitled to: (a) a payment equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The Change in Control payments shall be made in a lump sum on in an aggregate amount equal to [three (3)][two and one-half (2.5)][two (2)]3 times the effective date sum of: (A) the Executive’s then-current Base Salary (disregarding any reduction in salary made after the Change in Control or in contemplation of the Change in Control. Such payments shall not be reduced ); (B) the Executive’s Target Annual Bonus for the year of termination or, if greater, the Target Annual Bonus for the year in the event Executive obtains other employment following which the Change in Control; Control occurred; and (bC) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense (at the end of whichprofit-sharing, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B 401(k) match and other Company contributions made on behalf of the Code) and such coverage shall be substantially identical Executive to the coverage maintained by Company’s tax-qualified and nonqualified defined contribution plans during the Bank or the Company for the Executive twelve (12) months prior to the date of termination (“Total Change in Control; (c) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Control Payment”). The Total Change in Control; (d) at the time of or Control Payment shall be paid within sixty (60) days (or within such shorter period after the date of the Executive’s separation from service and shall be contingent on the release described in Section 6(h) becoming effective subject to the extent provision contained in Section 7(h). (ii) If such termination occurs prior to the payment of the Executive’s Annual Bonus payable with respect to the immediately preceding calendar year, payment of such Annual Bonus for such period, in the amount, and at such time, as he would otherwise have been entitled under the terms of the BPP had his employment not terminated. (iii) Notwithstanding the terms and conditions of the equity compensation plans and award agreements pursuant to which outstanding awards were granted, upon termination of the Executive’s employment, but subject to any accelerated vesting of any Equity Incentives that information can be reasonably obtained) following occurred upon the Change in Control, a lump sum payment in an amount equal to the present value of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained all Equity Incentives held by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assumingExecutive not already vested will become fully vested and, if a Change in Control has occurredapplicable, immediately exercisable, and will remain outstanding pursuant to their terms; provided, however, that the annual base salary increases at treatment of all awards held by the rate of six percent (6%) per year on each Anniversary Date over Executive that are subject to performance-based vesting criteria shall be governed by the remaining unexpired term terms and conditions of the Agreement) equity compensation plans and making award agreements and/or award terms pursuant to which they were granted. 3Of the maximum amount of employee contributions permittednamed executive officers, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent Xx. Xxxxxxx’x agreement reads “three (6%) per year3);” Xx. Xxxxx’x reads “two (2);” Xx. Xxxxx’x reads “two (2);” and Xx. Xxxxxxx’x reads “three (3).” (eiv) at The Executive shall be entitled to Company-provided continuation of Benefits (on either an insured or a self-insured basis, in the time sole discretion of or within sixty (60the Company) days (or within for the Executive and his Eligible Dependents, on substantially the same terms of such shorter period coverage as are in existence immediately prior to the extent that information can reasonably be obtained) following Executive’s date of termination (subject to commercial availability of such coverage), until the Change in Control, a lump sum payment in an amount equal to the excess, if any, of earlier of: (A) the present value of date on which the benefits Executive becomes eligible to which he would be entitled covered under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management Medicare or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuminganother employer’s group health plan, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over or (B) the present value [third][thirty month][second]4 anniversary of the benefits Executive’s date of termination; provided, however, that such coverage shall run concurrently with any coverage available to which the Executive and his Eligible Dependents under COBRA; and provided further, however, that the Executive shall immediately notify the Company if he is actually entitled and his Eligible Dependents become covered under any such Medicare or another employer’s group health plan, at which time the Company’s provision of medical coverage for the Executive and/or his Eligible Dependents, as of applicable, will cease. The Executive shall not be entitled to any other perquisites (except as otherwise explicitly provided in the date of the Change applicable perquisite plan or policy or in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.Agreement).

Change in Control Benefits. Upon Should there occur a Change in Control (as defined below), then the occurrence following provisions shall become applicable: (A) During the period (if any) following a Change in Control that Executive shall continue to provide the Services, then the terms and provisions of this Agreement shall continue in full force and effect, and Executive shall continue to vest in his outstanding stock options (B) In the event of (x) a termination of the Employment Period by the Company other than for Cause at any time after a Change in Control (y) a Constructive Termination of the Employment Period at any time after a Change in Control or (z) the voluntarily termination of the Employment Period for any reason by the Executive within one hundred eighty (180) days following a Change in Control, the Company following benefits shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the followingbecome due and payable: (a) a payment equal to three times the sum of (i) Executive's base salary in effect immediately prior to termination of the highest rate of base salaryEmployment Period shall continue to be paid for a eighteen-month period by the Company or the successor entity in installments twice per month less applicable deductions or withholdings, and Executive shall also be entitled to quarterly bonus payments based on a bonus of $200,000 per annum, during that eighteen-month period. Executive shall also be entitled to the benefits provided under this Agreement and shall be entitled to participate in any plans or other employee benefit arrangements which are generally available to employees or executives of the Company during such period other than the Company's tax-qualified pension or profit-sharing plans or the employee stock purchase plan. (ii) highest rate of bonus awarded Executive's options shall immediately vest and become exercisable to the Executive during extent those options would have otherwise vested over the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made in a lump sum on eighteen (18) month period immediately following the effective date of the Change in ControlControl had Executive continued his employment under this Agreement. Such payments The options as so accelerated shall not remain exercisable until their expiration date. For purposes of this Section 5, a Change of Control shall be reduced deemed to occur upon: (I) the sale, lease, conveyance or other disposition of all or substantially all of the Company's assets as an entirety or substantially as an entirety to any person, entity or group of persons acting in concert other than in the event Executive obtains other employment following the Change in Control;ordinary course of business, (bII) for so long any transaction or series of related transactions (as Executive is employed by a result of a tender offer, merger, consolidation or otherwise) that results in any Person (as defined in Section 13(h)(8)(E) under the Bank and/or Securities Exchange Act of 1934) becoming the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of more than 50% of the aggregate voting power of all classes of common equity of the Company, and continuing for except if such Person is (A) a period subsidiary of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense , (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the CodeB) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive prior to the Change in Control; (c) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a lump sum payment in an amount equal to the present value of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term employees of the AgreementCompany or (C) a company formed to hold the Company's common equity securities and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent (6%) per year; (e) whose shareholders constituted. at the time of or within sixty (60) days (or within such shorter period to company became such holding company, substantially all the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value shareholders of the benefits Company (an "AmBrew Holding Company"). (III) individuals who are members of the Incumbent Board cease for any reason (other than death) to which constitute at least a majority of the members of the board of directors of the company or an AmBrew Holding Company. A person shall be a member of the Incumbent Board if he would be entitled under or she was a member of the Fidelity Federal Savings Bank Board of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan Directors of the Company on February 1, 1997 or if the election, or nomination for management or highly compensated employees that are maintained election by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term holders of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term common equity securities of the Agreement) over (B) the present value Company or an AmBrew Holding Company of such Person was approved by a vote of at least a majority of the benefits to which he is actually entitled under any such plan, as members of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.Incumbent Board.

Change in Control Benefits. Upon the occurrence of After a Change in Control, if the Company terminates the Executive’s employment for any reason other than Cause or Long-Term Disability, or if the Executive resigns for Good Reason, subject to Section 6(g), the Executive shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the followingentitled to: (a) a payment equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The Change in Control payments shall be made in a lump sum on in an aggregate amount equal to three (3) times the effective date sum of: (A) the Executive’s then-current Base Salary (disregarding any reduction in salary made after the Change in Control or in contemplation of the Change in Control. Such payments shall not be reduced ), (B) the Executive’s Target Annual Bonus for the year of termination or, if greater, the Target Annual Bonus for the year in the event Executive obtains other employment following which the Change in Control; (b) for so long as Executive is employed by the Bank and/or CompanyControl occurred, and continuing for a period of thirty-six (36C) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense (at the end of whichprofit-sharing, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B 401(k) match and other Company contributions made on behalf of the Code) and such coverage shall be substantially identical Executive to the coverage maintained by Company’s tax-qualified and nonqualified defined contribution plans during the Bank or the Company for the Executive twelve (12) months prior to the date of termination (“Total Change in Control; (c) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Control Payment”). The Total Change in Control; (d) at the time of or Control Payment shall be paid within sixty (60) days (or within such shorter period after the date of the Executive’s separation from service and shall be contingent on the release described in Section 6(g) becoming effective subject to the extent that information can be reasonably obtainedprovision contained in Section 7(h). (ii) following the Change in Control, a lump sum payment in an amount equal If such termination occurs prior to the present value payment of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period Annual Bonus payable with respect to the extent that information can reasonably be obtained) following immediately preceding calendar year, payment of such Annual Bonus for such period, in the Change in Controlamount, a lump sum payment in an amount equal to the excessand at such time, if any, of (A) the present value of the benefits to which as he would be otherwise have been entitled under the Fidelity Federal Savings Bank terms of Florida Supplemental Executive Retirement Plan the BPP had his employment not terminated. (iii) Notwithstanding the terms and any other deferred conditions of the applicable equity compensation plan for management or highly compensated employees that are maintained plans and award agreements, all unvested Equity Incentives held by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, Executive as of the date of termination will become fully vested and, in the Change case of options or stock appreciation rights, will become immediately exercisable and remain outstanding pursuant to their terms; provided, however, that the treatment of all awards held by the Executive that are subject to performance-based vesting criteria shall be governed by the terms and conditions of the equity compensation plans and award agreements and/or award terms pursuant to which they were granted. (iv) The Executive shall be entitled to Company-provided continuation of Benefits (on either an insured or a self-insured basis, in Controlthe sole discretion of the Company) for the Executive and his Eligible Dependents, where on substantially the present values same terms of such coverage as are in existence immediately prior to the Executive’s date of termination (subject to commercial availability of such coverage), until the earlier of: (A) the date on which the Executive becomes eligible to be determined using a discount rate of six percent covered under Medicare or another employer’s group health plan, or (6%B) and the mortality tables prescribed under Section 72 third anniversary of the Code; (f) Payments under Section 3(d) and Section 3(e) above Executive’s date of termination; provided, however, that such coverage shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein run concurrently with any coverage available to the contraryExecutive and his Eligible Dependents under COBRA; and provided further, however, that the Executive shall immediately notify the Company if termination he and his Eligible Dependents become covered under Medicare or another employer’s group health plan, at which time the Company’s provision of employment occurs simultaneously with medical coverage for the effective date of Executive and/or his Eligible Dependents, as applicable, will cease. The Executive shall not be entitled to any other perquisites (except as otherwise explicitly provided in the Change applicable perquisite plan or policy or in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.Agreement).

Change in Control Benefits. Upon the occurrence of If a Change in ControlControl occurs during the Employment Period, all of the Executive’s outstanding options, restricted stock awards and any other equity rights granted by the Company shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a) a payment equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made vested or exercisable, as applicable. If the Company terminates the Executive’s employment on or after a Change in a lump sum on the effective date Control (and without regard to any expiration of the Employment Period) other than for death, Disability pursuant to Section 5(b) or Cause, or if the Executive terminates his employment on or after a Change in Control. Such payments shall not be reduced in Control (and without regard to any expiration of the event Executive obtains other employment following Employment Period), then the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense (at the end of which, Executive shall be entitled to elect receive: (i) Any earned but unpaid installment of Base Salary through the maximum continued health care coverage available Date of Termination at the rate then in accordance with effect, any accrued but unused vacation benefit and any other accrued and unpaid amounts due to the COBRA provisions of Executive under Section 4980B 4, such payments to be made within ten (10) days of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive prior to the Change in ControlDate of Termination; (cii) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a A lump sum payment in an amount equal to the present value product of two and one-half (21/2 ) times the sum of the BankExecutive’s contributions that would Base Salary at the rate then in effect plus the Executive’s Maximum Bonus (as defined in Section 6(a)); such payment to be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month coincident with or next following the date that is six months after the Date of Termination (except that the payment shall be made within ten (10) days after the Date of Termination if the under Company determines that such Separation from Servicepayment is not deferred compensation that is subject to Section 409A of the Code); (iii) Outstanding options and other equity awards that include an exercise period shall remain exercisable until the earlier of the expiration date of such award or the third anniversary of the Date of Termination; provided, but only however, that such option and other equity awards and the Executive’s rights thereunder otherwise shall remain subject to the terms of the applicable grant agreement and related plan; and (iv) Continued participation of the Executive and his dependents in Company-provided medical or health insurance or benefit plans, at no cost to the Executive, for thirty (30) months after the Date of Termination; provided, however, that if required by Code Section 409A.applicable law or the terms of such plan prohibits the continued participation of the Executive of his dependents for all or part of such period, the Company shall make a cash payment to the Executive that is sufficient, on an after-tax basis, to allow the Executive to obtain insurance that provides substantially the same benefits as the Company-provided medical or health insurance or benefit plan.

Change in Control Benefits. Upon During the Employment Period, the Employee shall be eligible to participate in the On Assignment, Inc. Amended and Restated Change in Control Severance Plan (the “CIC Plan”) at the level of “Division President”, as such plan may be amended from time to time in accordance with its terms; provided, however, that notwithstanding anything to the contrary contained in the CIC Plan (but subject to the provisions therein relating to a “Potential Six-Month Delay”), if the Employee becomes entitled to receive benefits under the CIC Plan, a portion of the “Annual Base Pay” (as defined in the CIC Plan) equal to twelve (12) months’ of the Employee’s annualized base salary at the rate in effect during the last regularly scheduled payroll period immediately preceding the occurrence of a Change the change in Controlcontrol (i.e., the Company severance that would have been payable under the Employment Agreement as in effect immediately prior to this Third Amendment upon a “disability” termination) shall be obligated to pay the Executive, or paid in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a) a payment substantially equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made in a lump sum on the effective date of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for installments over a period of thirty-six twelve (3612) months following termination the Date of employmentTermination (i.e., continued life insurance coverage for Executive and health care coverage (including dentalin the manner provided under the Employment Agreement as in effect immediately prior to this Third Amendment) for Executive and Executive’s dependents at the Company’s own expense (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B Company’s normal payroll procedures applicable to senior executives of the CodeCompany, as in effect from time to time (but no less often than monthly) and such coverage (and, for the avoidance of doubt, all remaining amounts that become payable under the CIC Plan shall be substantially identical paid as set forth in the CIC Plan). For the avoidance of doubt, the preceding sentence applies only to the coverage maintained by the Bank or the Company for the Executive prior to the Change in Control; (c) any outstanding unvested stock options or shares timing of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a lump sum payment in an amount equal to the present value of the Bank’s contributions that would be made on Executive’s behalf payments under the Bank’s 401(k) CIC Plan and employee stock ownership plan (and any other defined contribution plan maintained by shall in no way increase the Bank) if he continued working for amount of payments or benefits to which the Bank for a thirty-six (36) month period following Employee may become entitled under the Change in Control, earning CIC Plan. In the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, event that the annual base salary increases at Employee actually receives benefits under the rate CIC Plan, such benefits shall be in lieu and full replacement of six percent (6%) per year on each Anniversary Date over any benefits to which the remaining unexpired term of Employee would otherwise become entitled under this Section 7 and the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are Employee shall not be entitled to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value receive any of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change described in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.7.

Change in Control Benefits. Upon During the Employment Period, the Employee shall be eligible to participate in the On Assignment, Inc. Amended and Restated Change in Control Severance Plan (the “CIC Plan”) at the level of “Division President”, as such plan may be amended from time to time in accordance with its terms; provided, however, that notwithstanding anything to the contrary contained in the CIC Plan (but subject to the provisions therein relating to a “Potential Six-Month Delay”), if the Employee becomes entitled to receive benefits under the CIC Plan, a portion of the “Annual Base Pay” (as defined in the CIC Plan) equal to three (3) months’ of the Employee’s annualized base salary at the rate in effect during the last regularly scheduled payroll period immediately preceding the occurrence of a Change the change in Controlcontrol (i.e., the Company severance that would have been payable under the Employment Agreement as in effect immediately prior to this Third Amendment) shall be obligated to pay the Executive, or paid in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a) a payment substantially equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made in a lump sum on the effective date of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for installments over a period of thirty-six three (363) months following termination the Date of employmentTermination (i.e., continued life insurance coverage for Executive and health care coverage (including dentalin the manner provided under the Employment Agreement as in effect immediately prior to this Third Amendment) for Executive and Executive’s dependents at the Company’s own expense (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B Company’s normal payroll procedures applicable to senior executives of the CodeCompany, as in effect from time to time (but no less often than monthly) and such coverage (and, for the avoidance of doubt, all remaining amounts that become payable under the CIC Plan shall be substantially identical paid as set forth in the CIC Plan). For the avoidance of doubt, the preceding sentence applies only to the coverage maintained by the Bank or the Company for the Executive prior to the Change in Control; (c) any outstanding unvested stock options or shares timing of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a lump sum payment in an amount equal to the present value of the Bank’s contributions that would be made on Executive’s behalf payments under the Bank’s 401(k) CIC Plan and employee stock ownership plan (and any other defined contribution plan maintained by shall in no way increase the Bank) if he continued working for amount of payments or benefits to which the Bank for a thirty-six (36) month period following Employee may become entitled under the Change in Control, earning CIC Plan. In the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, event that the annual base salary increases at Employee actually receives benefits under the rate CIC Plan, such benefits shall be in lieu and full replacement of six percent (6%) per year on each Anniversary Date over any benefits to which the remaining unexpired term of Employee would otherwise become entitled under this Section 8 and the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are Employee shall not be entitled to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value receive any of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change described in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.8.

Change in Control Benefits. Upon the occurrence of If a Change in ControlControl occurs during the Employment Period, all of the Executive’s outstanding options, restricted stock awards and any other equity rights granted by the Company shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a) a payment equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made vested or exercisable, as applicable. If the Company terminates the Executive’s employment on or after a Change in a lump sum on the effective date Control (and without regard to any expiration of the Employment Period) other than for death, Disability pursuant to Section 5(b) or Cause, or if the Executive terminates his employment on or after a Change in Control. Such payments shall not be reduced in Control (and without regard to any expiration of the event Executive obtains other employment following Employment Period), then the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense (at the end of which, Executive shall be entitled to elect receive: (i) Any earned but unpaid installment of Base Salary through the maximum continued health care coverage available Date of Termination at the rate then in accordance with effect, any accrued but unused vacation benefit and any other accrued and unpaid amounts due to the COBRA provisions of Executive under Section 4980B 4, such payments to be made within ten (10) days of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive prior to the Change in ControlDate of Termination; (cii) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a A lump sum payment in an amount equal to the present value product of two and one-half (21/2 ) times the sum of the BankExecutive’s contributions that would Base Salary at the rate then in effect plus the Executive’s Maximum Bonus (as defined in Section 6(a)); such payment to be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month coincident with or next following the date that is six months after the Date of Termination (except that the payment shall be made within ten (10) days after the Date of Termination if the Company determines that such Separation from Servicepayment is not deferred compensation that is subject to Section 409A of the Code); (iii) Outstanding options and other equity awards that include an exercise period shall remain exercisable until the earlier of the expiration date of such award or the third anniversary of the Date of Termination; provided, but only however, that such option and other equity awards and the Executive’s rights thereunder otherwise shall remain subject to the terms of the applicable grant agreement and related plan; and (iv) Continued participation of the Executive and his dependents in Company-provided medical or health insurance or benefit plans, at no cost to the Executive, for thirty (30) months after the Date of Termination; provided, however, that if required by Code Section 409A.applicable law or the terms of such plan prohibits the continued participation of the Executive of his dependents for all or part of such period, the Company shall make a cash payment to the Executive that is sufficient, on an after-tax basis, to allow the Executive to obtain insurance that provides substantially the same benefits as the Company-provided medical or health insurance or benefit plan.

Change in Control Benefits. Upon (i) If the occurrence Executive incurs a Qualifying Termination, then: (A) Subject to the signing of a Change in Controlthe Release by the Executive within 45 days of the receipt of the Release (which shall be provided no later than two business days after the Date of Termination) and not revoking the Release during the seven-day revocation period, the Company shall be obligated to pay the Executive, or Executive a lump sum in cash in an amount (the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a“Change in Control Severance Amount”) a payment equal to three 1.5 times the sum of (iI) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made in a lump sum on the effective date of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense current annual base salary (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive Executive’s annual base salary in effect immediately prior to the Change in Control; , if higher) plus (cII) any outstanding unvested stock options the Executive’s target annual bonus for the current fiscal year (or shares of restricted stock of if higher, the Company that have been awarded target annual bonus for the fiscal year immediately prior to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a lump sum payment in an amount equal to the present value of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a ). The Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to Severance Amount shall be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period paid to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for 60th day after the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as later of the date of the Change in Control and the Date of Termination; provided, however, that (x) if the Date of Termination occurs during the three-month period before the Change in Control, where the present values are to payment under this Section 5(a)(i)(A) shall be determined using a discount rate of six percent (6%) and the mortality tables prescribed reduced by any payments made under Section 72 4(b)(i) before the date of the Change in Control; and (y) to the extent that the Company determines necessary to comply with Section 409A of the Code; (f, all or a portion of the payments under this Section 5(a)(i)(A) Payments under Section 3(d) and Section 3(e) above shall be made irrespective on the schedule set forth in Section 4(b)(i) rather than in a lump sum. (B) The Company shall pay to the Executive in a cash lump sum by the 60th day after the later of whether termination the date of employment has occurred. the Change in Control and the Date of Termination, an amount equal to 18 times the excess of (I) the monthly premium payable by former employees for continued coverage under COBRA for the same level of coverage, including dependents, provided to the Executive under the Company’s group health benefit plans in which the Executive participates immediately prior to the Date of Termination over (II) the monthly premium paid by active employees for the same coverage immediately prior to the Notice of Termination. (ii) Notwithstanding anything herein to the contrarycontrary in any applicable option agreement or stock-based award agreement: (A) [Reserved]; and (B) All stock options and other stock-based awards held by the Executive (I) if assumed or continued by the successor in the Change in Control (as set forth in Section 15.2.1(b) of the Company’s 2017 Omnibus Incentive Plan, if termination or any similar provision in any predecessor or successor plan), and the Executive incurs a Qualifying Termination, shall only immediately accelerate and become fully exercisable or nonforfeitable upon the later of employment occurs simultaneously with the Date of Termination or the effective date of the Change in Control, and (II) if not assumed or continued by the successor in the Change in Control, shall immediately accelerate and become fully vested, exercisable and nonforfeitable upon the effective date of the Change in Control. In that regard, for any such termination is deemed award that includes a “Separation from Service” within performance-based vesting condition, vesting shall be based on the meaning greater of Code Section 409Aassumed target performance or actual performance measured through the date of accelerated vesting. For the avoidance of any doubt, then the payments required under provisions of this Section 3 5(a)(ii) shall be delayed until supersede the first day provisions contained in the applicable award agreements, provided that the provisions of the seventh month following award agreements will control to the extent such Separation from Service, but only if required by Code Section 409A.provisions are more favorable to the Executive.

Change in Control Benefits. Upon the occurrence of If at any time within two (2) years after a Change in ControlControl (defined below) occurs, the Executive is terminated without Cause and in the absence of a Disability or the Executive resigns for Good Reason (defined below), then the Company shall be obligated not pay any of the benefits provided under subsection (d) immediately above, but rather shall provide the following benefits to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (aA) a payment an amount equal to three times twice the sum Executive’s Base Salary, plus twice the average amount of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to Bonuses the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made in a lump sum on the effective date of the Change in Control. Such payments shall not be reduced has received in the event preceding three (3) fiscal years (or if Executive obtains other employment following the Change in Control; (b) for so long as Executive is has not been employed by the Bank and/or Company, and continuing Company for a period such that he would have received a Bonus for three years, then 100% of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents Base Salary shall be used to calculate the average for each missing year), payable in equal installments over twenty-four (24) months, less ordinary tax and payroll withholdings, commencing on the first regularly scheduled Company payroll date following the date upon which the Executive has executed a Release Agreement, provided, however, that if at any time before the third anniversary of a Separation from Service, the Executive either (1) elects retirement under the Company’s own expense Employees’ Retirement Plan (at the end of which“Retirement Plan”), Executive shall or (2) reaches normal retirement age under the Retirement Plan, then the Executive’s severance compensation under this paragraph will be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained reduced by the Bank or the Company for the Executive prior to the Change in Control; (c) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a lump sum payment in an amount equal to the present value product obtained by multiplying such severance compensation by a fraction, the numerator of which is the number of days elapsed from the date of termination until the date on which either of the Bank’s contributions that would be made on Executive’s behalf under events described in clauses (1) or (2) first occurs, and the Bank’s 401(kdenominator of which is 1095; (B) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitteddifference, if any, between (1) the benefit the Executive would be entitled to receive under the Company’s Savings/Deferred Comp Plan (defined below) if the Company’s contributions to the Savings/Deferred Comp Plan were fully vested upon the termination of the Executive’s employment, and (2) the benefit the Employee is entitled to receive under the terms of the Savings/Deferred Comp Plan upon termination of the Employee's employment, provided that any such plan or plans, where benefit will be payable at such present values time and in such manner as benefits are payable to be determined using a discount rate of six percent (6%) per yearthe Employee under the Savings/Deferred Comp Plan; (eC) for twenty-four (24) months following the Executive’s termination date, either of the following benefits, chosen at the time of or within sixty Company’s discretion: (601) days the same benefit provided under Section 4(d)(ii), except that the terms “twelve” and “12” are replaced with “twenty-four” and “24”, respectively; (or within such shorter period to the extent that information can reasonably be obtained2) following the Change in Controlmonthly payments, a lump sum payment in an amount less taxes and withholdings, equal to the excess, if any, Company’s cost of (A) the present value of the benefits providing medical and dental insurance coverage to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirtysimilarly-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Codesituated active employees; (fD) Payments under Section 3(d) full vesting of all stock options, other equity-based awards and Section 3(e) above shall be made irrespective shares of whether termination of employment has occurred. Notwithstanding anything herein the Company’s stock granted or awarded to the contraryExecutive pursuant to any Company compensation or benefit plan or arrangement that have not yet vested, if termination effective upon the Executive’s execution of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.Release Agreement.

Change in Control Benefits. Upon Notwithstanding anything herein to the occurrence contrary, except to the extent that, upon the consummation of the transaction or event constituting a Change in Control (as hereinafter used in this Section XV, as defined in the default definitions under Treasury Regulations Section 1.409A-3(i)(5)(v) — (vii)), the outstanding stock options and shares of restricted stock held by the Executive are assumed, or substituted by economically equivalent awards subject to the same vesting schedule and forfeiture terms, by the purchaser or successor to the Company in such Change in Control (or an affiliate thereof), effective immediately prior to the consummation of the Change in Control, (i) all outstanding stock options held by the Executive shall become fully vested and exercisable, and (ii) all outstanding shares of restricted stock held by the Executive shall become fully vested and all forfeiture and transfer restrictions thereon shall lapse. In addition, notwithstanding anything herein to the contrary, upon the Executive’s voluntary or involuntary “separation from service” (within the meaning of the default definition of section 1.409A-1(h) of the Treasury Regulations) with the Company, other than as a result of the Executive’s death or Disability, within twelve (12) months following a Change in Control, the Company shall Executive will be obligated entitled to pay the Executivefollowing compensation and benefits in lieu of the payments set forth in Section VIII.A. of this Agreement: A. A lump sum payment within ten (10) calendar days of the date of separation from service, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the followingan amount equal to: (ai) a payment equal to any earned but unpaid Base Salary through the termination date; (ii) three times the sum of (ia) Base Salary (the aggregate amount and components of which shall be determined based on the highest rate in effect for any period prior to the date of separation from service), plus (b) an amount equal to the higher of (X) the highest rate annual amount of base salaryBonus Compensation paid to or earned by the Executive with respect to any fiscal year during the three (3) fiscal years immediately preceding the fiscal year in which the Change in Control occurs, and (iiY) highest rate 100% of bonus awarded the Bonus Compensation amount that would be payable, assuming that both the Company and the Executive satisfy 100% (but not in excess of 100%) of the performance objective(s) specified in or pursuant to the applicable agreement, policy, plan, program or arrangement and communicated to the Executive during the prior three years by the Bank and/or the Company, subject whether or not attained, to applicable withholding taxes. The payments shall be made the Executive for the fiscal year in a lump sum on the effective date of which the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in ControlControl occurs; (biii) payment in respect of any accrued but unused paid time off or sick pay, and payment in respect of any business expenses incurred but not reimbursed prior to the termination date; (iv) any other compensation or benefits which may be owed or provided to or in respect of the Executive in accordance with the terms and provisions of any plans or programs of the Company; (v) a pro-rata portion of the Bonus Compensation amount that would be payable, assuming that both the Company and the Executive satisfy 100% (but not in excess of 100%) of the performance objective(s) specified in or pursuant to the applicable agreement, policy, plan, program or arrangement and communicated to the Executive by the Company, whether or not attained as of the termination date, to the Executive for the fiscal year in which the termination date occurs, calculated by dividing such amount by a twelve and multiplying the quotient by the number of full or partial months of employment completed prior to the termination date; and B. Each stock option, to the extent that it shall not otherwise have become vested and exercisable, shall automatically become fully and immediately vested and exercisable, without regard to any otherwise applicable vesting requirement, and each restricted stock or other equity-based award shall become fully and immediately vested and all forfeiture and transfer restrictions thereon shall lapse. C. Additional benefits as follows: (i) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following the termination date (the “Continuation Period”), the Company shall arrange at its sole expense, to provide the Executive with health and welfare benefits (other than long-term disability insurance benefits) that are substantially similar to the better of employment, continued life (when considered in the aggregate) (X) those health and welfare benefits (other than long-term disability insurance coverage for benefits) that the Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense (at the end of which, Executive shall be was receiving or entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive receive immediately prior to the Change in Control;, or (Y) those health and welfare benefits (other than long-term disability insurance benefits) that the Executive was receiving or entitled to receive immediately prior to the termination date, and (cii) any outstanding unvested stock options or shares of restricted stock of such Continuation Period will be considered service with the Company that have been awarded for the purpose of determining service credits under or in respect of any health and welfare benefits applicable to Executive shall become fully vested as of the Change in Control; (d) at the time of Executive, his or within sixty (60) days (her dependents or within such shorter period his or her beneficiaries. If and to the extent that information can any health or welfare benefit described herein cannot be reasonably obtained) following paid or provided under any applicable law or regulation, including without limitation Section 409A of the Change in ControlCode, or under the terms of any policy, plan, program or arrangement of the Company, then the Company will take all action necessary to ensure that such benefit is provided through other means to the Executive, his or her dependents and beneficiaries, as applicable, or the Company shall pay to the Executive a lump sum amount in cash equal to the fair market value of such foregone benefit, within the time period specified in Section XV.A above. The Company shall make any payment that may be necessary to ensure that the Executive’s after-tax position with respect to any health and welfare benefits received pursuant to this Section is not worse than the Executive’s after-tax position in the event such benefits had been provided to the Executive while he was employed by the Company. D. Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in The Wall Street Journal. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. E. For a period of twelve (12) months following the termination date, the Company shall timely reimburse the Executive for up to an aggregate of twenty-five thousand dollars ($25,000) of bonafide outplacement counseling and related benefits obtained by the Executive. F. If the Executive is a “specified employee” for purposes of Section 409A of the Code and the regulations issued thereunder (a “Specified Employee”), any payments required to be made pursuant to this Agreement shall not commence until one (1) day after the day which is six (6) months after the Executive’s separation from service (the “Delay Period”). In addition, if the Executive is a Specified Employee, to the extent that welfare benefits to be provided to the Executive pursuant to this Agreement are not “disability pay,” “death benefit” plans or non-taxable medical benefits within the meaning of Treasury Regulation Section 1.409A-1(a)(5) or other benefits not considered nonqualified deferred compensation within the meaning of that regulation, such provision of benefits shall be delayed until the end of the Delay Period. Notwithstanding the foregoing, to the extent that the previous sentence applies to the provision of any ongoing benefits that would not be required to be delayed if the premiums were paid by the Executive, the Executive shall pay the full cost of the premiums for such benefits during the Delay Period and the Company shall pay the Executive an amount equal to the present value amount of such premiums paid by the Executive during the Delay Period within ten (10) days after the end of the Bank’s contributions Delay Period. To the extent that would any benefits to be provided to the Executive pursuant to this Agreement are considered nonqualified deferred compensation and are reimbursements subject to Treasury Regulation Section 1. 409A-3(i)(1)(v), then (i) the reimbursement of eligible expenses related to such benefits shall be made on Executive’s behalf under or before the Bank’s 401(klast day of the Executive taxable year following the Executive taxable year in which the expense was incurred and (ii) Plan and employee stock ownership notwithstanding anything to the contrary in this Agreement or any plan (and providing for such benefits, the amount of expenses eligible for reimbursements during any taxable year of the Executive shall not affect the expenses eligible for reimbursements in any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term taxable year. G. Notwithstanding any other provision of this Agreement (assumingto the contrary, if the parties’ respective rights and obligations under this Section will survive any termination or expiration of this Agreement or the termination of the Executive’s employment following a Change in Control has occurredfor any reason whatsoever. Except as otherwise provided above, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at benefits described herein remain subject to the base salary other terms and bonus that would be achieved during the remaining unexpired term conditions of this Agreement Agreement, including the Executive’s right to Gross-Up Payments described in Section XI (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at which shall be paid no later than the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term end of the Agreement) over (B) Executive’s taxable year next following the present value of Executive’s taxable year in which the benefits to Executive remits the taxes on which he the Gross Up Payment is actually entitled under any such plan, as of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%based) and the mortality tables prescribed under all limitations of Section 72 409A of the Code;. (f) Payments under 4. New Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination XVI is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.added as follows:

Change in Control Benefits. Upon If the occurrence Closing Date occurs during the term of this Employment Agreement, the Executive shall be eligible to receive $200,900.00 (plus any interest that accrues at a rate equal to the annual mid-term applicable federal rate provided for in Section 7872(f)(2)(A) of the Code for the month during which the Closing Date occurs, with such interest to accrue from the date that is six months following the Closing Date through the date that a payment is made to the Executive) (the “Change in Control Payment”), which, subject to the Executive’s execution and non-revocation of a waiver and release in a form acceptable to the Employer within 30 days of the date of the Executive’s termination of employment, shall be payable to the Executive (i) if the Executive’s employment terminates on or prior to the second anniversary of the Closing Date, on the 60th day following the date of termination or (ii) if the Executive’s employment terminates following the second anniversary of the Closing Date, in installments equal to the Base Salary payments paid to the Executive immediately prior to the termination of the Executive’s employment, on each regular payroll date following the date of the Executive’s termination of employment until the Change in Control Payment has been paid to the Executive in full; provided, however, that in the event that the Executive resigns for any reason (other than for the reasons described in the last sentence of this Section 5.1) during the period beginning on the Closing Date and ending on the earlier of (i) the 60th day following the data conversion date (as determined by the Purchaser) and (ii) the date that is six months following the Closing Date (the “Conversion Period”), the Executive shall only receive 62% of the Change in Control Payment; provided, further, however, that in the event that the Executive’s employment is terminated by the Company for Cause at any time following a Change in Control, the Company Executive shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a) a payment equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made in a lump sum on the effective date not receive any portion of the Change in ControlControl Payment. Such payments shall not be reduced Notwithstanding anything to the contrary set forth in this Section 5.1, if, during the event Conversion Period, the Executive obtains resigns his employment due to his being transferred to a work location which is more than 30 miles from his current work location (other employment following the Change in Control; (bthan any ordinary business related travel) for so long as Executive is employed by the Bank and/or Company, or if his duties and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive responsibilities are significantly and health care coverage (including dental) for Executive materially adversely changed and Executive’s dependents at the Company’s own expense (at the end of which, Executive shall be entitled are no longer reasonably related to elect the maximum continued health care coverage available in accordance his work experience with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive prior to the Change in Control; (c) any outstanding unvested stock options or shares of restricted stock Closing Date, such a resignation shall be deemed to be a termination of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a lump sum payment in an amount equal to the present value of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working employment without Cause for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term purposes of this Agreement (assuming, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.5.”

Change in Control Benefits. Upon Subject to the provisions of Section 7.4(d), if within the two (2)-year period following the occurrence of a Change in Control, Control the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, then the Executive shall be obligated entitled to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the followingfollowing Severance Benefits: (ai) the sum of his accrued but unpaid Base Salary through the Date of Termination, that amount being payable in a single lump sum cash payment within thirty (30) days of the Date of Termination; (ii) a payment cash amount equal to three two (2) times the sum of (iA) the highest rate Executive’s annual Base Salary in effect at the Date of base salary, Termination and (iiB) highest rate the Executive’s annual target Bonus Opportunity for the fiscal year in which the Date of bonus awarded to the Executive during the prior three years by the Bank and/or the CompanyTermination occurs, subject to applicable withholding taxes. The payments shall be made that amount being payable in a single lump sum on the effective date cash payment within thirty (30) days of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in ControlDate of Termination; (biii) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive prior to the Change in Control; (c) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a lump sum payment in an amount equal to the present value Executive’s pro rata Bonus for the fiscal year in which the Date of Termination occurs, if such Bonus is deemed earned under the Executive Bonus Plan, payable at such time as bonuses for the annual period are paid to other executive officers of the Bank’s contributions that would Company (such pro rata Bonus shall be made based on Executive’s behalf under a fraction, the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by numerator of which is the Bank) if he continued working for number of days from the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term first day of the Agreement) fiscal year of the Company in which such termination occurs through and making including the maximum amount Date of employee contributions permitted, if any, under such plan or plans, where such present values are to be determined using a discount rate Termination and the denominator of six percent (6%) per yearwhich is 365); (eiv) at any other amounts that may be reimbursable by the time of or within sixty (60) days (or within such shorter period Company to the extent Executive as of the Date of Termination as expressly provided under this Agreement; (v) the Executive shall be fully vested in his stock options, stock appreciation rights and other equity awards except for any such stock options, stock appreciation rights and other equity awards that information can reasonably will remain unvested and be obtained) following forfeited if their vesting is specifically conditioned on the Change in Controlachievement of operational and/or financial performance criteria that have not been met. Any and all vested stock options, a lump sum payment in an amount equal stock appreciation rights and other equity awards, including those that became vested pursuant to the excessimmediately preceding sentence, will remain exercisable, if anyapplicable, for a period up to the earlier of (A) the present value expiration of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired applicable term of the Agreement) over award and (B) eighteen (18) months following the present value Date of Termination; and (vi) for a period of twenty-four (24) months after the Date of Termination, the Executive and his applicable dependents shall be provided with coverage under or substantially similar to the health, dental and vision benefits that the Executive was receiving under such plans immediately prior to the Date of Termination, subject to the payment by the Executive of any employee portion of the benefits applicable monthly premiums for such coverage then in effect; provided, that with respect to which he coverage provided after the eighteen (18)-month COBRA coverage period, the entire applicable premium cost shall be charged to the Executive for such coverage and the Company shall reimburse the Executive for the cost of the premium in excess of the applicable employee-paid portion; provided, further, such reimbursement shall be available only to the extent that (1) such premium expense is actually entitled under incurred for any particular calendar year and reasonably substantiated; (2) such plan, as of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above reimbursement shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to no later than the contrary, if termination of employment occurs simultaneously with the effective date end of the Change calendar year following the year in Control, which such expense is incurred by the Executive or his applicable dependents; (3) no reimbursement provided for any expense incurred in one taxable year shall affect the amount available in another taxable year; and such termination (4) the right to this reimbursement is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.not subject to liquidation or exchange for another benefit.

Change in Control Benefits. Upon If Executive is employed by the occurrence of a Change Company on the CIC Effective Date and this Agreement is terminated within the three month period preceding the CIC Effective Date or before the twenty-four months following the CIC Effective Date by the Company without Cause in Controlaccordance with Section 5(c) or by Executive for Good Reason in accordance with Section 5(d), then the Company shall be obligated have no further obligation to pay Executive under this Agreement or otherwise, except the Executive, or Company shall provide Executive with the Accrued Obligations in accordance with Section 6(a) plus the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may befollowing payments and benefits (collectively, the following: “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 6(b): (ai) a payment an amount equal to three times 225% of the sum of (ix) Base Salary (at the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive in effect during the prior three years by 12 month period preceding the Bank and/or the CompanyTermination Date) plus (y) Target Bonus, subject to applicable withholding taxes. The payments shall be made payable in a lump sum on the effective date later of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control; (bA) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive prior to the Change in Control; (c) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days following the Termination Date and (or within such shorter period B) the CIC Effective Date; provided, however, that to the extent that information can Executive has received any payments under Section 6(b)(i) because the termination occurred prior to the CIC Effective Date, the payment due under this Section shall be reasonably obtainedreduced by the amount of any such payments received under Section 6(b)(i); (ii) following a pro-rata share of the Change Target Bonus for fiscal year of the termination, payable in Control, a lump sum payment in an amount equal to on the present value later of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k(A) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days following date of termination and (B) the CIC Effective Date; ((i) and (ii), together, the “CIC Pay”); (iii) accelerated vesting of any outstanding time-vested equity awards; (iv) vesting of any outstanding performance-based equity awards in accordance with the terms of the applicable Award Agreement, assuming for such purpose that all time-based vesting conditions are fully satisfied; and (v) provided that Executive is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group health insurance plan pursuant to COBRA or similar state law, the Company shall, for the eighteen month period commencing on the Termination Date, reimburse Executive on a monthly basis continuation of such coverage under COBRA; provided, however, that Executive shall notify the Company in writing within such shorter period to five days after he becomes eligible after the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excessTermination Date for group health insurance coverage, if any, of (A) through subsequent employment and the present value of Company shall have no further reimbursement after the benefits Executive becomes eligible for group health insurance coverage due to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the subsequent employment. The Change in Control at Benefits shall be paid to the base salary Executive only if the Company receives, on or within 55 days after the Termination Date, an executed and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term fully effective copy of the Agreement) over Release (B) the present value of the benefits to which he is actually entitled as defined below). Any COBRA reimbursements due under any such plan, as of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under this Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein in the month following the month to which the applicable premiums relate; provided, however, that reimbursements due prior to the contrary, if termination of employment occurs simultaneously with date on which the Company receives an executed and fully effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 Release shall be delayed until accumulated and paid in a single lump sum on the first day next regularly scheduled payroll date after the Release becomes effective and irrevocable. For the avoidance of doubt, Executive shall not be entitled to the seventh month following such Separation from Service, but only Change-in-Control Benefits if required this Agreement is terminated (i) due to Executive’s death; (ii) by Code Section 409A.the Company due to Executive’s Inability to Perform; (iii) by the Company for Cause; (iv) by Executive without Good Reason; or (v) by non-renewal by Executive in accordance with Sections 3(b) and 5(f).

Change in Control Benefits. Upon During the occurrence of Term, if upon or within 18 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive terminates his employment for Good Reason as provided in Section 4(e), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in Section 6(d) below, all within 60 days after the Date of Termination, (i) the Company shall be obligated to pay the Executive, or Executive a lump sum in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a) a payment cash in an amount equal to three times 300% of the sum of (iA) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made in a lump sum on the effective date of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense current Base Salary (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive Executive’s Base Salary in effect immediately prior to the Change in Control; , if higher) plus (cB) any outstanding unvested stock options the Executive’s Annual Incentive Cash Compensation; and (ii) all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and (iii) for a period of 18 months following the Date of Termination or shares until the Executive becomes covered under a group health plan of restricted stock another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in ControlCompany; provided, a lump sum payment in an amount equal to the present value of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurredhowever, that the annual base salary increases at continuation of health benefits under this Subsection shall reduce and count against the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term rights of the AgreementExecutive, the Executive’s spouse and dependents under COBRA; and (iv) the amount payable under this Section 6(b)(i) shall be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and making ends in a second calendar year, such payment shall be paid or commence to be paid in the maximum amount second calendar year by the last day of employee contributions permittedsuch 60-day period. 8 of 20 Notwithstanding the foregoing, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at does not constitute a change in the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term ownership or effective control of the Agreement) over (B) Company, or in the present value ownership of a substantial portion of the benefits to which he is actually entitled under any such plan, as assets of the date of the Change in ControlCompany, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the amount of cash severance payable under Section 409A, then 6(b)(i) equal to the payments required Severance Amount under this Section 3 5(b)(i) shall be delayed until paid in equal installments in accordance with the first day Company’s then payroll practice over a 24-month period, and the balance shall be paid in a lump sum payment. Solely for purposes of Section 409A of the seventh month following such Separation from ServiceCode, but only if required by Code Section 409A.each installment payment is considered a separate payment.

Change in Control Benefits. Upon the termination of the Executive’s employment by the Bank (or any successor) Without Cause or by the Executive With Good Reason during the Term on or within two years after the effective time of a Change in Control, the Bank (or any successor) will pay or provide the Executive, or the Executive’s estate in the event of the Executive’s death, with the following: (i) any Accrued Obligations; and (ii) a cash payment (less any tax or other withholdings) (the “Change in Control Severance”) equal to three (3) times the sum of the Executive’s: (A) Base Salary at the Date of Termination, or if higher, the Base Salary in effect immediately prior to the date of a Change in Control; and (B) the highest bonus earned for any of the three (3) most recently completed fiscal years prior to the year of a Change in Control; payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (iii) provided that the Executive has elected continued health care coverage in accordance with COBRA, reimbursement of the COBRA health care costs by the Bank for up to 18 consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive's Date of Termination and continuing until the eighteenth month following the Executive's Date of Termination); and (iv) upon the occurrence of a Change in Control, the Company shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a) a payment equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made in a lump sum on the effective date of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive prior to the Change in Control; (c) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as in and entitled to all benefits granted to him pursuant to any stock option, restricted stock or similar equity award granted to Executive under any equity incentive plan of the Change in Control;Company, and (dv) at upon the time occurrence of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the a Change in Control, a lump sum payment Executive shall become fully vested in an amount equal and entitled to the present value all benefits granted to him pursuant to any nonqualified deferred compensation plan of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Controlor Company, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permittedapplicable to him, if any, under such plan or plans, where such present values are to . The payments and benefits provided in this Section 5(b) will be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period payable to the extent that information can reasonably be obtained) following the Change Executive in Control, a lump sum payment in an amount equal to the excess, if any, lieu of (A) the present value of the any payments or benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed payable under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.4(f).

Change in Control Benefits. Upon (i) If the occurrence Executive incurs a Qualifying Termination, then: (A) Subject to the signing of a Change in Controlthe Release by the Executive within 45 days of the receipt of the Release (which shall be provided no later than two business days after the Date of Termination) and not revoking the Release during the seven-day revocation period, the Company shall be obligated to pay the Executive, or Executive a lump sum in cash in an amount (the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a“Change in Control Severance Amount”) a payment equal to three times ¾ the sum of (iI) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made in a lump sum on the effective date of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense current annual base salary (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive Executive’s annual base salary in effect immediately prior to the Change in Control; , if higher) plus (cII) any outstanding unvested stock options the Executive’s target annual bonus for the current fiscal year (or shares of restricted stock of if higher, the Company that have been awarded target annual bonus for the fiscal year immediately prior to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a lump sum payment in an amount equal to the present value of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a ). The Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to Severance Amount shall be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period paid to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for 60th day after the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as later of the date of the Change in Control and the Date of Termination; provided, however, that (x) if the Date of Termination occurs during the three-month period before the Change in Control, where the present values are to payment under this Section 5(a)(i)(A) shall be determined using a discount rate of six percent (6%) and the mortality tables prescribed reduced by any payments made under Section 72 4(b)(i) before the date of the Change in Control; and (y) to the extent that the Company determines necessary to comply with Section 409A of the Code; (f, all or a portion of the payments under this Section 5(a)(i)(A) Payments under Section 3(d) and Section 3(e) above shall be made irrespective on the schedule set forth in Section 4(b)(i) rather than in a lump sum. (B) The Company shall pay to the Executive in a cash lump sum by the 60th day after the later of whether termination the date of employment has occurred. the Change in Control and the Date of Termination, an amount equal to nine times the excess of (I) the monthly premium payable by former employees for continued coverage under COBRA for the same level of coverage, including dependents, provided to the Executive under the Company’s group health benefit plans in which the Executive participates immediately prior to the Date of Termination over (II) the monthly premium paid by active employees for the same coverage immediately prior to the Notice of Termination. (ii) Notwithstanding anything herein to the contrarycontrary in any applicable option agreement or stock-based award agreement: (A) [Reserved.] (B) All stock options and other stock-based awards held by the Executive, (I) if termination assumed or continued by the successor in the Change in Control (as set forth in Section 15.2.1(b) of employment occurs simultaneously with the Company’s 2017 Omnibus Incentive Plan, or any similar provision in any predecessor or successor plan), and the Executive incurs a Qualifying Termination, shall only immediately accelerate and become fully exercisable or nonforfeitable upon the later of the Date of Termination or the effective date of the Change in Control, and (II) if not assumed or continued by the successor in the Change in Control, shall immediately accelerate and become fully vested, exercisable and nonforfeitable upon the effective date of the Change in Control. In that regard, for any such termination is deemed award that includes a “Separation from Service” within performance-based vesting condition, vesting shall be based on the meaning greater of Code Section 409Aassumed target performance or actual performance measured through the date of accelerated vesting. For the avoidance of any doubt, then the payments required under provisions of this Section 3 5(a)(ii) shall be delayed until supersede the first day provisions contained in the applicable award agreements, provided that the provisions of the seventh month following award agreements will control to the extent such Separation from Service, but only if required by Code Section 409A.provisions are more favorable to the Executive.

Change in Control Benefits. Upon the occurrence of After a Change in Control, if the Company terminates the Executive’s employment for any reason other than Cause or Long-Term Disability, or if the Executive resigns for Good Reason, subject to Section 6(h), the Executive shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the followingentitled to: (a) a payment equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The Change in Control payments shall be made in a lump sum on in an aggregate amount equal to [three (3)][two and one-half (2.5)][two (2)]3 times the effective date sum of: (A) the Executive’s then-current Base Salary (disregarding any reduction in salary made after the Change in Control or in contemplation of the Change in Control. Such payments shall not be reduced ); (B) the Executive’s Target Annual Bonus for the year of termination or, if greater, the Target Annual Bonus for the year in the event Executive obtains other employment following which the Change in Control; Control occurred; and (bC) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense (at the end of whichprofit-sharing, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B 401(k) match and other Company contributions made on behalf of the Code) and such coverage shall be substantially identical Executive to the coverage maintained by Company’s tax-qualified and nonqualified defined contribution plans during the Bank or the Company for the Executive twelve (12) months prior to the date of termination (“Total Change in Control; (c) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Control Payment”). The Total Change in Control; (d) at the time of or Control Payment shall be paid within sixty (60) days (or within such shorter period after the date of the Executive’s separation from service and shall be contingent on the release described in Section 6(h) becoming effective subject to the extent provision contained in Section 7(h). (ii) If such termination occurs prior to the payment of the Executive’s Annual Bonus payable with respect to the immediately preceding calendar year, payment of such Annual Bonus for such period, in the amount, and at such time, as he would otherwise have been entitled under the terms of the BPP had his employment not terminated. (iii) Notwithstanding the terms and conditions of the equity compensation plans and award agreements pursuant to which outstanding awards were granted, upon termination of the Executive’s employment, but subject to any accelerated vesting of any Equity Incentives that information can be reasonably obtained) following occurred upon the Change in Control, a lump sum payment in an amount equal to the present value of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained all Equity Incentives held by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assumingExecutive not already vested will become fully vested and, if a Change in Control has occurredapplicable, immediately exercisable, and will remain outstanding pursuant to their terms; provided, however, that the annual base salary increases at treatment of all awards held by the rate of six percent (6%) per year on each Anniversary Date over Executive that are subject to performance-based vesting criteria shall be governed by the remaining unexpired term terms and conditions of the Agreement) equity compensation plans and making award agreements and/or award terms pursuant to which they were granted. 3Of the maximum amount of employee contributions permittednamed executive officers, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent Xx. Xxxxxxx’x agreement reads “three (6%) per year3);” Xx. Xxxxx’x reads “two (2);” Xx. Xxxxx' reads “two (2);” and Xx. Xxxxxx’x reads “two (2).” (eiv) at The Executive shall be entitled to Company-provided continuation of Benefits (on either an insured or a self-insured basis, in the time sole discretion of or within sixty (60the Company) days (or within for the Executive and his Eligible Dependents, on substantially the same terms of such shorter period coverage as are in existence immediately prior to the extent that information can reasonably be obtained) following Executive’s date of termination (subject to commercial availability of such coverage), until the Change in Control, a lump sum payment in an amount equal to the excess, if any, of earlier of: (A) the present value of date on which the benefits Executive becomes eligible to which he would be entitled covered under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management Medicare or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuminganother employer’s group health plan, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over or (B) the present value [third][thirty month][second]4 anniversary of the benefits Executive’s date of termination; provided, however, that such coverage shall run concurrently with any coverage available to which the Executive and his Eligible Dependents under COBRA; and provided further, however, that the Executive shall immediately notify the Company if he is actually entitled and his Eligible Dependents become covered under any such Medicare or another employer’s group health plan, at which time the Company’s provision of medical coverage for the Executive and/or his Eligible Dependents, as of applicable, will cease. The Executive shall not be entitled to any other perquisites (except as otherwise explicitly provided in the date of the Change applicable perquisite plan or policy or in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.Agreement).

Change in Control Benefits. Upon the occurrence of (a) If, within twelve (12) months following a Change in Control, the Company shall be obligated to pay Employee terminates employment with the Executive, Employer for Good Reason or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as Employer terminates the case may beEmployee’s employment without Cause, the followingBank shall provide the Employee with the following compensation and benefits: (ai) a payment Payment of an amount equal to three one (1) times the sum Employee’s “annualized includable compensation for the base period” as that term is defined in Section 280G(d) of the Internal Revenue Code of 1986 as amended (i“Code”) the highest rate of base salary, and or any successor thereto; (ii) highest Payment of an amount equal to the Employee’s cost of COBRA health continuation coverage for herself under the Bank’s group health plan for twelve (12) months following termination of employment; (iii) Payment for each vacation day which the Employee has not used during the calendar year in which occurs the effective date of termination which amount shall be determined based on a daily rate of bonus awarded the Employee’s base salary then in effect assuming two-hundred sixty (260) business days in such year; and (iv) Any unexercised stock options to purchase shares of the Executive during the prior three years Company’s common stock held by the Bank and/or the Company, subject to applicable withholding taxes. The payments Employee shall be made in a lump sum on become fully vested and exercisable as of the effective date of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control;. (b) for so long as Executive is employed Amounts payable pursuant to subparagraph (a) of this Section shall not bear interest and shall be paid in one (1) lump sum within thirty (30) days following the effective date of termination. Amounts payable under this Section shall be net of amounts required to be withheld under applicable law and amounts requested to be withheld by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive prior to the Change in Control;Employee. (c) any outstanding unvested stock options Upon the Employee’s termination by the Employer for Cause by either party due to the Employee’s, Disability, the Employee’s voluntary or shares involuntary termination under circumstances other than those described in subsection (a) of restricted stock of this Section 2 or the Company that have been awarded Employee’s death, the Employee shall not be entitled to Executive shall become fully vested as of the Change compensation and benefits described in Control;this Section 2. (d) at Notwithstanding the time above, in no event shall the payment(s) described in this Section 2 exceed the amount permitted by Section 280G of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following Code. Therefore, if the Change in Control, a lump sum payment in an amount equal to the aggregate present value of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as of the date of the Change in Control, where Control in accordance with the present values are to be determined using a discount rate provisions of six percent (6%) and the mortality tables prescribed under Section 72 280G of the Code; ) of both the payments under this Agreement and all other payments to the Employee in the nature of compensation which are contingent on a change in ownership or effective control of the Company or the Bank or in the ownership of a substantial portion of the assets of the Company or the Bank (fthe “Aggregate Severance”) Payments would result in a “parachute payment,” as defined under Section 3(d280G of the Code, then the Aggregate Severance shall not be greater than an amount equal to 2.99 multiplied by Employee’s “base amount” for the “base period,” as those terms are defined under Section 280G of the Code. In the event the Aggregate Severance is required to be reduced pursuant to this subparagraph (d), the Employee shall have thirty (30) and Section 3(e) above days in which to indicate to the Bank the manner in which the Aggregate Severance shall be made irrespective reduced (i.e., whether the reduction shall be in cash, vesting of whether termination of employment has occurred. Notwithstanding anything herein to stock options, etc.); provided, however, the contrary, if termination of employment occurs simultaneously with Bank shall retain complete discretion over the effective date total amount of the Change in Control, and such termination is deemed a “Separation from Service” within reduction necessary to avoid the meaning operation of Code Section 409A, then 280G as described above. In the payments required under this Section 3 shall be delayed until event the first day Employee does not make an election as to the specific nature of the seventh month following compensation to be reduced within the time period indicated above, the Bank shall make such Separation from Service, but only if required by Code Section 409A.determination in its sole discretion.

Change in Control Benefits. Upon During the occurrence of Term, if upon or within 18 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive terminates his employment for Good Reason as provided in Section 4(e), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in Section 6(d) below, all within 60 days after the Date of Termination, (i) the Company shall be obligated to pay the Executive, or Executive a lump sum in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a) a payment cash in an amount equal to three times 300% of the sum of (iA) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made in a lump sum on the effective date of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense current Base Salary (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive Executive’s Base Salary in effect immediately prior to the Change in Control; , if higher) plus (cB) any outstanding unvested stock options the Executive’s Annual Incentive Cash Compensation; and (ii) all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and (iii) for a period of 18 months following the Date of Termination or shares until the Executive becomes covered under a group health plan of restricted stock another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in ControlCompany; provided, a lump sum payment in an amount equal to the present value of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurredhowever, that the annual base salary increases at continuation of health benefits under this Subsection shall reduce and count against the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term rights of the AgreementExecutive, the Executive’s spouse and dependents under COBRA; and (iv) the amount payable under this Section 6(b)(i) shall be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and making ends in a second calendar year, such payment shall be paid or commence to be paid in the maximum amount second calendar year by the last day of employee contributions permittedsuch 60-day period. Notwithstanding the foregoing, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at does not constitute a change in the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term ownership or effective control of the Agreement) over (B) Company, or in the present value ownership of a substantial portion of the benefits to which he is actually entitled under any such plan, as assets of the date of the Change in ControlCompany, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the amount of cash severance payable under Section 409A, then 6(b)(i) equal to the payments required Severance Amount under this Section 3 5(b)(i) shall be delayed until paid in equal installments in accordance with the first day of the seventh Company’s then payroll practice over a 24-month following such Separation from Serviceperiod, but only if required by Code Section 409A.and

Change in Control Benefits. Upon Subject to the provisions of Section 7.4(b) and Section 7.4(d), if within the one (1)-year period following the occurrence of a Change in Control, Control the Company shall be obligated to pay terminates the Executive’s employment without Cause, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the following: (a) a payment equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during terminates his employment for Good Reason, then the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The payments shall be made in a lump sum on the effective date of the Change in Control. Such payments shall not be reduced in the event Executive obtains other employment following the Change in Control; (b) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense (at the end of which, Executive shall be entitled to elect the maximum continued health care coverage available following Severance Benefits: (i) the sum of his accrued but unpaid Base Salary through the Date of Termination, that amount being payable in accordance with the COBRA provisions of Section 4980B a single lump sum cash payment within thirty (30) days of the Code) and such coverage shall be substantially identical to the coverage maintained by the Bank or the Company for the Executive prior to the Change in ControlDate of Termination; (cii) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Change in Control; (d) at the time of or within sixty (60) days (or within such shorter period to the extent that information can be reasonably obtained) following the Change in Control, a lump sum payment in an cash amount equal to the present value Executive’s pro rata Bonus for the fiscal year in which the Date of Termination occurs, if such Bonus is deemed earned and approved by the Compensation Committee the cash bonus will be payable at such time as bonuses for the annual period are paid to other executive officers of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan Company (and any other defined contribution plan maintained by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that the annual base salary increases at the rate of six percent (6%) per year on each Anniversary Date over the remaining unexpired term of the Agreement) and making the maximum amount of employee contributions permitted, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent (6%) per year; (e) at the time of or within sixty (60) days (or within such shorter period to the extent that information can reasonably be obtained) following the Change in Control, a lump sum payment in an amount equal to the excess, if any, of (A) the present value of the benefits to which he would be entitled under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuming, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over (B) the present value of the benefits to which he is actually entitled under any such plan, as of the date of the Change in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above pro rata Bonus shall be made irrespective based on a fraction, the numerator of whether termination which is the number of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation days from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month fiscal year of the Company in which such termination occurs through and including the Date of Termination and the denominator of which is 365); (iii) a cash amount equal to 1.75 times the Executive’s monthly Base Salary in effect at the Date of Termination that amount being payable in monthly installments for twenty-four (24) months following the Date of Termination; (iv) the Executive shall be fully vested in his stock options, stock appreciation rights and other equity awards, and vested stock options, stock appreciation rights and other equity awards shall remain exercisable by the Executive for one year following the Date of Termination unless the transaction documents relating to the Change in Control provide for the earlier expiration of such Separation from Servicestock options, stock appreciation rights and other equity awards; and (v) the Company shall pay the full cost of the Executive’s COBRA continuation coverage as such coverage is required to be continued under applicable law; provided, however, that, notwithstanding the foregoing, the benefits described in this Section 7.4(b)(v) may be discontinued prior to the end of the period provided in this subsection (v) to the extent, but only if required by Code Section 409A.to the extent, that the Executive receives substantially similar benefits from a subsequent employer.

Change in Control Benefits. Upon the occurrence of After a Change in Control, if the Company terminates the Executive’s employment for any reason other than Cause or Long-Term Disability, or if the Executive resigns for Good Reason, subject to Section 6(h), the Executive shall be obligated to pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, the followingentitled to: (a) a payment equal to three times the sum of (i) the highest rate of base salary, and (ii) highest rate of bonus awarded to the Executive during the prior three years by the Bank and/or the Company, subject to applicable withholding taxes. The Change in Control payments shall be made in a lump sum on in an aggregate amount equal to [three (3)][two and one-half (2.5)][two (2)]3 times the effective date sum of: (A) the Executive’s then-current Base Salary (disregarding any reduction in salary made after the Change in Control or in contemplation of the Change in Control. Such payments shall not be reduced ); (B) the Executive’s Target Annual Bonus for the year of termination or, if greater, the Target Annual Bonus for the year in the event Executive obtains other employment following which the Change in Control; Control occurred; and (bC) for so long as Executive is employed by the Bank and/or Company, and continuing for a period of thirty-six (36) months following termination of employment, continued life insurance coverage for Executive and health care coverage (including dental) for Executive and Executive’s dependents at the Company’s own expense (at the end of whichprofit-sharing, Executive shall be entitled to elect the maximum continued health care coverage available in accordance with the COBRA provisions of Section 4980B 401(k) match and other Company contributions made on behalf of the Code) and such coverage shall be substantially identical Executive to the coverage maintained by Company’s tax-qualified and nonqualified defined contribution plans during the Bank or the Company for the Executive twelve (12) months prior to the date of termination (“Total Change in Control; (c) any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to Executive shall become fully vested as of the Control Payment”). The Total Change in Control; (d) at the time of or Control Payment shall be paid within sixty (60) days (or within such shorter period after the date of the Executive’s separation from service and shall be contingent on the release described in Section 6(h) becoming effective subject to the extent provision contained in Section 7(h). (ii) If such termination occurs prior to the payment of the Executive’s Annual Bonus payable with respect to the immediately preceding calendar year, payment of such Annual Bonus for such period, in the amount, and at such time, as he would otherwise have been entitled under the terms of the BPP had his employment not terminated. (iii) Notwithstanding the terms and conditions of the equity compensation plans and award agreements pursuant to which outstanding awards were granted, upon termination of the Executive’s employment, but subject to any accelerated vesting of any Equity Incentives that information can be reasonably obtained) following occurred upon the Change in Control, a lump sum payment in an amount equal to the present value of the Bank’s contributions that would be made on Executive’s behalf under the Bank’s 401(k) Plan and employee stock ownership plan (and any other defined contribution plan maintained all Equity Incentives held by the Bank) if he continued working for the Bank for a thirty-six (36) month period following the Change in Control, earning the base salary that would be achieved during the remaining unexpired term of this Agreement (assumingExecutive not already vested will become fully vested and, if a Change in Control has occurredapplicable, immediately exercisable, and will remain outstanding pursuant to their terms; provided, however, that the annual base salary increases at treatment of all awards held by the rate of six percent (6%) per year on each Anniversary Date over Executive that are subject to performance-based vesting criteria shall be governed by the remaining unexpired term terms and conditions of the Agreement) equity compensation plans and making award agreements and/or award terms pursuant to which they were granted. 3Of the maximum amount of employee contributions permittednamed executive officers, if any, under such plan or plans, where such present values are to be determined using a discount rate of six percent Xx. Xxxxxxx’x agreement reads “three (6%) per year3);” Xx. Xxxxx’x reads “two (2);” Xx. Xxxxxx’x reads “two (2);” and Xx. Xxxxxxx’x reads “three (3).” (eiv) at The Executive shall be entitled to Company-provided continuation of Benefits (on either an insured or a self-insured basis, in the time sole discretion of or within sixty (60the Company) days (or within for the Executive and his Eligible Dependents, on substantially the same terms of such shorter period coverage as are in existence immediately prior to the extent that information can reasonably be obtained) following Executive’s date of termination (subject to commercial availability of such coverage), until the Change in Control, a lump sum payment in an amount equal to the excess, if any, of earlier of: (A) the present value of date on which the benefits Executive becomes eligible to which he would be entitled covered under the Fidelity Federal Savings Bank of Florida Supplemental Executive Retirement Plan (and any other deferred compensation plan for management Medicare or highly compensated employees that are maintained by the Bank) if he continued working for the Bank for the thirty-six (36) month period following the Change in Control at the base salary and bonus that would be achieved during the remaining unexpired term of this Agreement (assuminganother employer’s group health plan, if a Change in Control has occurred, that annual base salary and bonus each increase at the rate of six percent (6%) per year on each Anniversary Date for the remaining unexpired term of the Agreement) over or (B) the present value [third][thirty month][second]4 anniversary of the benefits Executive’s date of termination; provided, however, that such coverage shall run concurrently with any coverage available to which the Executive and his Eligible Dependents under COBRA; and provided further, however, that the Executive shall immediately notify the Company if he is actually entitled and his Eligible Dependents become covered under any such Medicare or another employer’s group health plan, at which time the Company’s provision of medical coverage for the Executive and/or his Eligible Dependents, as of applicable, will cease. The Executive shall not be entitled to any other perquisites (except as otherwise explicitly provided in the date of the Change applicable perquisite plan or policy or in Control, where the present values are to be determined using a discount rate of six percent (6%) and the mortality tables prescribed under Section 72 of the Code; (f) Payments under Section 3(d) and Section 3(e) above shall be made irrespective of whether termination of employment has occurred. Notwithstanding anything herein to the contrary, if termination of employment occurs simultaneously with the effective date of the Change in Control, and such termination is deemed a “Separation from Service” within the meaning of Code Section 409A, then the payments required under this Section 3 shall be delayed until the first day of the seventh month following such Separation from Service, but only if required by Code Section 409A.Agreement).