Common use of Engagement as Consultant Clause in Contracts

Engagement as Consultant. Commencing on the Effective Date, the Bank agrees to retain the Consultant as an independent consultant, and the Consultant agrees to render consulting services to the Bank, for a period of three (3) years (the “Initial Consulting Period”), unless such consulting arrangement is terminated earlier pursuant to Sections 2(C) or 2(E) hereof. Subject to Section 2(E), upon the expiration date of the Initial Consulting Period and upon each anniversary of such date thereafter, the Consulting Period shall be extended for an additional year unless either party gives written notice sixty (60) days prior to such date of an intention not to extend the Consulting Period. The “Initial Consulting Period” and any extension thereof are referred to herein as the “Consulting Period”. A. The Bank hereby engages the Consultant to provide during the Consulting Period services of a consulting or advisory nature as set forth in Appendix A attached hereto. The Consultant shall act solely in a consulting capacity hereunder and shall not have authority to act for the Bank or to give instructions or orders on behalf of the Bank or otherwise to make commitments for or on behalf of the Bank. The Consultant shall not be an employee of the Bank during the Consulting Period, but shall act in the capacity of an independent contractor and the Bank will provide the Consultant with a Form 1099 for compensation related to the consulting services. The Bank shall not exercise control over the detail, manner or methods of the performance of the services by the Consultant during the Consulting Period or have control over the location at which the Consultant performs services. B. As full and complete compensation for any and all services which the Consultant may render during the Consulting Period: i. The Bank shall pay the Consultant a consulting fee at the rate of $67,000 per month ($804,000 annually), payable in arrears on the last business day of each month (the “Consulting Fees”). ii. As additional consideration for his consulting services, the Consultant’s service as a Consultant shall be treated as service for purposes of vesting in the unvested restricted stock awards outstanding at the time of his termination of employment under the same vesting schedule and subject to the same terms set forth in the applicable award agreements and the Company’s 2012 Stock Incentive Plan (the “2012 Plan”). The parties agree that, for purposes of the preceding sentence, the applicable award agreements shall be deemed amended to the extent necessary to give effect to the parties’ intention under this paragraph. iii. As additional consideration for his consulting services, (i) Consultant’s Performance-Based Restricted Stock Unit Award under the Company’s 2019 Long-Term Incentive Plan shall continue in effect, (ii) his service as a Consultant shall be treated as service for purposes of such award and (iii) the award shall be settled in accordance with the terms of the applicable award agreement and the 2012 Plan. The parties agree that, for purposes of the preceding sentence, the applicable award agreement shall be deemed amended to the extent necessary to give effect to the parties’ intention under this paragraph. iv. The Consultant shall be eligible to receive additional equity-based awards on a discretionary basis as determined by the Compensation Committee of the Company Board of Directors or the Committee’s designee. v. The Consultant may continue his coverage under the Bank’s health/dental/vision program on the same terms applicable to a Bank employee. In addition, during the Consulting Period, the Bank will continue the Consultant’s life insurance coverage under the several Split Dollar Life Insurance Agreements (on the terms stated therein) to which the Consultant is a party as of his last day of employment and, for purposes of such agreements, the parties agree that the Consultant’s death benefit thereunder shall be determined by reference to the applicable multiple (as determined under each Split Dollar Life Insurance Agreement) of the annual cash consulting fee specified in Section 2(B)(i) of this Agreement (in lieu of the references to base salary in such Split Dollar Life Insurance Agreements). The parties agree that, for purposes of the preceding sentence, each of the Consultant’s Split Dollar Life Insurance Agreements shall be deemed amended to the extent necessary to give effect to the parties’ intention under this paragraph. vi. Except as is expressly provided in this Agreement, the Consultant shall not receive nor be entitled to participate in any Company or Bank benefits or benefit plans with respect to the work done during the Consulting Period. vii. The Bank will, at the Consultant’s request, provide access to office space and secretarial services at a mutually agreed Bank administrative office. In addition, the Bank shall make a vehicle available for the Consultant’s use and provide him with a laptop, mobile telephone and such other perquisites as may be necessary for the performance of his consulting services. Consultant shall be reimbursed for reasonable expenses directly related to his consulting assignments, subject to applicable Bank policies on expense reimbursement. viii. The Consultant acknowledges that he is an independent contractor and, as such, shall be, solely responsible for, the payment of all federal, state and local taxes that are required by applicable laws or regulations to be paid with respect to all compensation and benefits payable or provided hereunder. C. Either the Bank or the Consultant may terminate the Consulting Period at any time and for any reason (or no reason) by providing the other party with thirty (30) days advance written notice of such termination, except in the case of a termination of the Consulting Period by the Bank for “Cause” (as defined below), which shall be effective immediately. For purposes of this Agreement, “Cause” shall mean (i) the Consultant’s willful failure to perform his consulting assignments (other than any such failure resulting from incapacity due to physical or mental illness); (ii) the Consultant’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the Bank or its affiliates; (iii) the Consultant’s embezzlement, misappropriation, or fraud, whether or not related to the Consultant’s employment with the Bank; (iv) the Consultant’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) (v) the Consultant’s willful unauthorized disclosure of Confidential Information (as defined below); or (vi) any material breach of this Agreement by the Consultant (including, without limitation, the restrictive covenants set forth in Section 3). No act or failure to act on the part of the Consultant shall be considered “willful” unless it is done, or omitted to be done, by the Consultant in bad faith or without reasonable belief that the Consultant’s action or omission was in the best interests of the Bank. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Consultant shall have ten (10) business days from the delivery of written notice by the Bank within which to cure any acts constituting Cause.

Engagement as Consultant. Commencing on Following the Effective Date, the Bank Company hereby agrees to retain engage the Consultant as an independent consultantExecutive in a consulting capacity, and the Consultant Executive hereby agrees to render serve the Company in a consulting services to the Bankcapacity, for a period of three (3) years (the “Initial Consulting Period”), unless such consulting arrangement is terminated earlier pursuant to Sections 2(C) or 2(E) hereof. Subject to Section 2(E), upon the expiration date of the Initial Consulting Period and upon each anniversary of such date thereafter, the Consulting Period shall (as defined below). It is agreed and understood that Executive’s status while performing services hereunder will for all purposes be extended for an additional year unless either party gives written notice sixty (60) days prior to such date of an intention not to extend the Consulting Period. The “Initial Consulting Period” and any extension thereof are referred to herein as the “Consulting Period”. A. The Bank hereby engages the Consultant to provide during the Consulting Period services of a consulting or advisory nature as set forth in Appendix A attached hereto. The Consultant shall act solely in a consulting capacity hereunder and shall not have authority to act for the Bank or to give instructions or orders on behalf of the Bank or otherwise to make commitments for or on behalf of the Bank. The Consultant shall not be an employee of the Bank during the Consulting Period, but shall act in the capacity that of an independent contractor and not that of an employee of the Bank Company or any of its subsidiaries. During the Consulting Period, the Executive agrees to perform the services set forth below: A. The Executive will act as a consultant to the Company. The Executive’s services as a consultant shall not be required during more than 100 days in any year nor more than two days in any week. In addition, such services will be required only at such times and such places as will result in the least inconvenience to the Executive, having regard for other business commitments during said period which may obligate him to meet such other commitments prior to performing services requested hereunder. To the end that there shall be a minimum interference with the Executive’s other commitments, his services shall be rendered by personal consultation at his residence or office, wherever maintained, or by correspondence through the mails, electronic mail, or telephone, including weekends and evenings, as may be most convenient to the Executive. The Company understands that it is the Executive’s intent to relocate his primary residence outside the state of Texas, and the Company acknowledges that such relocation shall not preclude the Executive from performing his obligations under this agreement. The Company shall provide the Consultant Executive with a Form 1099 for compensation related the necessary resources to the perform any consulting services. The Bank shall not exercise control over the detail, manner or methods of the performance of the services requested by the Consultant during the Consulting Period or have control over the location at which the Consultant performs servicesCompany. B. As full During the Consulting Period, the Executive shall not be obligated (i) to occupy any office of the Company or any of its subsidiaries or (ii) to render any services whatsoever to the Company or any of its subsidiaries other than those specified in this Section 2. C. The Executive may accept employment with any employer and complete compensation for such employment shall not constitute a breach or violation of this Agreement; provided that such employment does not violate the restrictive covenants of Section 6 hereof. D. Upon the Effective Date, the Executive agrees to transfer to the Company all rights, including the refund of membership monies paid, to the Company’s membership in the Royal Oaks Country Club. The Executive and the Company mutually agree to take any and all services which action necessary to accomplish the sale and transfer contemplated by this Section 2.D. E. The Executive may continue, as in the past, to devote time to the National C.I.M. Committee, including Chairman of the National Steering Committee of the concrete industry, and trustee of the RMC Research Foundation. The Company will designate Consultant may render during as a named representative of the Consulting Period: i. Company. The Bank shall pay the Consultant a consulting fee at the rate of $67,000 per month ($804,000 annually)Company will promptly reimburse Executive for all reasonable business expenses, payable in arrears on the last business day of each month (the “Consulting Fees”)including related travel for these activities. ii. As additional consideration F. The Executive acknowledges that he is responsible for payment of his estimated federal income taxes, employment taxes, social security taxes and any other taxes that may accrue under law by reason of the compensation and benefit coverage for his consulting servicesservices to be provided hereunder. Further, the Consultant’s service as a Consultant shall be treated as service Executive will comply with all taxing authorities, regulations and laws, whether federal or state, and will indemnify and hold the Company harmless for purposes of vesting in any claims or loss sustained by the unvested restricted stock awards outstanding at the time Company because of his termination breach of employment under the same vesting schedule and subject any covenant contained in this Section 2.F. The Executive further acknowledges that he is not entitled nor eligible to the same terms set forth participate in the applicable award agreements and any employee benefit plans of the Company’s 2012 Stock Incentive Plan (the “2012 Plan”). The parties agree that, for purposes of the preceding sentence, the applicable award agreements shall be deemed amended to the extent necessary to give effect to the parties’ intention under this paragraph. iii. As additional consideration for his consulting services, (i) Consultant’s Performance-Based Restricted Stock Unit Award under the Company’s 2019 Long-Term Incentive Plan shall continue in effect, (ii) his service as a Consultant shall be treated as service for purposes of such award and (iii) the award shall be settled except in accordance with the terms of the applicable award agreement and the 2012 Planthis Agreement. The parties agree that, for purposes of the preceding sentence, the applicable award agreement “Consulting Period” shall be deemed amended to the extent necessary to give effect to the parties’ intention under this paragraph. iv. The Consultant shall be eligible to receive additional equity-based awards on a discretionary basis as determined by the Compensation Committee of the Company Board of Directors or the Committee’s designee. v. The Consultant may continue his coverage under the Bank’s health/dental/vision program on the same terms applicable to a Bank employee. In addition, during the Consulting Period, the Bank will continue the Consultant’s life insurance coverage under the several Split Dollar Life Insurance Agreements (on the terms stated therein) to which the Consultant is a party as of his last day of employment and, for purposes of such agreements, the parties agree that the Consultant’s death benefit thereunder shall be determined by reference to the applicable multiple (as determined under each Split Dollar Life Insurance Agreement) of the annual cash consulting fee specified in Section 2(B)(i) of this Agreement (in lieu of the references to base salary in such Split Dollar Life Insurance Agreements). The parties agree that, for purposes of the preceding sentence, each of the Consultant’s Split Dollar Life Insurance Agreements shall be deemed amended to the extent necessary to give effect to the parties’ intention under this paragraph. vi. Except as is expressly provided in this Agreement, the Consultant shall not receive nor be entitled to participate in any Company or Bank benefits or benefit plans with respect to the work done during the Consulting Period. vii. The Bank will, at the Consultant’s request, provide access to office space and secretarial services at a mutually agreed Bank administrative office. In addition, the Bank shall make a vehicle available for the Consultant’s use and provide him with a laptop, mobile telephone and such other perquisites as may be necessary for the performance of his consulting services. Consultant shall be reimbursed for reasonable expenses directly related to his consulting assignments, subject to applicable Bank policies on expense reimbursement. viii. The Consultant acknowledges that he is an independent contractor and, as such, shall be, solely responsible for, the payment of all federal, state and local taxes that are required by applicable laws or regulations to be paid with respect to all compensation and benefits payable or provided hereunder. C. Either the Bank or the Consultant may terminate the Consulting Period at any time and for any reason (or no reason) by providing the other party with thirty (30) days advance written notice of such termination, except in the case of a termination of the Consulting Period by the Bank for “Cause” (as defined below), which shall be effective immediately. For purposes of this Agreement, “Cause” shall mean (i) the Consultant’s willful failure to perform his consulting assignments (other than any such failure resulting from incapacity due to physical or mental illness); (ii) the Consultant’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the Bank or its affiliates; (iii) the Consultant’s embezzlement, misappropriation, or fraud, whether or not related to the Consultant’s employment with the Bank; (iv) the Consultant’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) (v) the Consultant’s willful unauthorized disclosure of Confidential Information (as defined below); or (vi) any material breach of this Agreement by the Consultant (including, without limitation, the restrictive covenants set forth in Section 3). No act or failure to act on the part of the Consultant shall be considered “willful” unless it is done, or omitted to be done, by the Consultant in bad faith or without reasonable belief that the Consultant’s action or omission was in the best interests of the Bank. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Consultant shall have ten (10) business days period from the delivery of written notice by Effective Date through the Bank within which date that is three years after the Effective Date, unless terminated earlier pursuant to cure any acts constituting CauseSections 4 or 5 (the “Expiration Date”).

Engagement as Consultant. Commencing on the Effective day following his Retirement Date, the Bank Company agrees to retain the Consultant Executive as an independent consultant, and the Consultant Executive agrees to render consulting services to the BankCompany, for a period of three (3) years (the “Initial "Consulting Period”"), unless such consulting arrangement is terminated earlier pursuant to Sections 2(C) or 2(E) Section 2C hereof. Subject to Section 2(E), upon the expiration date of the Initial Consulting Period and upon each anniversary of such date thereafter, the Consulting Period shall be extended for an additional year unless either party gives written notice sixty (60) days prior to such date of an intention not to extend the Consulting Period. The “Initial Consulting Period” and any extension thereof are referred to herein as the “Consulting Period”. A. The Bank Company hereby engages the Consultant Executive to provide during the Consulting Period such services of a consulting or advisory nature as set forth in Appendix A attached heretothe Company may reasonably request with respect to its business and matters within the Executive's area of responsibility while employed by the Company and other matters within his expertise. The Consultant Company will provide the Executive with advance notice in writing regarding the nature and scope of specific consulting assignments. The parties expect that the Executive will devote less than twenty (20) percent of the average amount of time performed by Executive during the last three (3) years of his employment with the Company and its affiliates to performing services for the Company hereunder each month. The Executive shall act solely in a consulting capacity hereunder and shall not have authority to act for the Bank Company or to give instructions or orders on behalf of the Bank Company or otherwise to make commitments for or on behalf of the BankCompany. The Consultant Executive shall not be an employee of the Bank Company during the Consulting Period, but shall act in the capacity of an independent contractor and the Bank Company will provide the Consultant Executive with a Form 1099 for compensation related to the consulting services. The Bank Company shall not exercise control over the detail, manner or methods of the performance of the services by the Consultant Executive during the Consulting Period or have control over the location at which the Consultant Executive performs services. B. As full and complete compensation for any and all services which the Consultant Executive may render during the Consulting Period: i. The Bank Company shall pay the Consultant Executive a quarterly consulting fee at the rate of $67,000 100,000 per month ($804,000 annually)quarter, payable in arrears on the last business day of each month (the “Consulting Fees”)quarter. ii. As additional consideration for his consulting services, The Executive's service during the Consultant’s service as a Consultant Consulting Period shall be treated for all purposes as continuing service for purposes with respect to outstanding, but unvested, awards of vesting in Company restricted stock held by the unvested Executive as of his Retirement Date and, to the extent not vested, all then outstanding restricted stock awards outstanding at shall vest on the time of his termination of employment under the same vesting schedule and subject to the same terms set forth in the applicable award agreements and the Company’s 2012 Stock Incentive Plan (the “2012 Plan”). The parties agree that, for purposes last day of the preceding sentence, the applicable award agreements shall be deemed amended to the extent necessary to give effect to the parties’ intention under this paragraphConsulting Period. iii. As additional consideration for his consulting services, (i) Consultant’s Performance-Based Restricted Stock Unit Award under the Company’s 2019 Long-Term Incentive Plan shall continue in effect, (ii) his service as a Consultant shall be treated as service for purposes of such award and (iii) the award shall be settled in accordance with the terms of the applicable award agreement and the 2012 Plan. The parties agree that, for purposes of the preceding sentence, the applicable award agreement shall be deemed amended to the extent necessary to give effect to the parties’ intention under this paragraph. iv. The Consultant shall be eligible to receive additional equity-based awards on a discretionary basis as determined by the Compensation Committee of the Company Board of Directors or the Committee’s designee. v. The Consultant may continue his coverage under the Bank’s health/dental/vision program on the same terms applicable to a Bank employee. In addition, during the Consulting Period, the Bank will continue the Consultant’s life insurance coverage under the several Split Dollar Life Insurance Agreements (on the terms stated therein) to which the Consultant is a party as of his last day of employment and, for purposes of such agreements, the parties agree that the Consultant’s death benefit thereunder shall be determined by reference to the applicable multiple (as determined under each Split Dollar Life Insurance Agreement) of the annual cash consulting fee specified in Section 2(B)(i) of this Agreement (in lieu of the references to base salary in such Split Dollar Life Insurance Agreements). The parties agree that, for purposes of the preceding sentence, each of the Consultant’s Split Dollar Life Insurance Agreements shall be deemed amended to the extent necessary to give effect to the parties’ intention under this paragraph. vi. Except as is expressly provided in this Agreement, the Consultant Executive shall not receive nor be entitled to participate in any Company or Bank benefits or benefit plans with respect to the work done during the Consulting Period. viiiv. The Bank willDuring the Consulting Period, at the Consultant’s request, provide Executive shall be provided reasonable access to office space and secretarial services at a mutually agreed Bank administrative office. In additionthe Company's headquarters, the Bank shall make a vehicle available for the Consultant’s use and provide him with a laptop, mobile telephone and such other perquisites as may be necessary for the performance of his consulting services. Consultant shall be reimbursed for reasonable pre-approved expenses directly related to his consulting assignments, subject to applicable Bank policies on expense reimbursement. viii. v. The Consultant Executive acknowledges that he is an independent contractor andis, as such, and shall be, solely responsible for, for the payment of all federal, state and local taxes that are required by applicable laws or regulations to be paid with respect to all compensation and benefits payable or provided hereunder. C. Either the Bank Company or the Consultant Executive may terminate the Consulting Period at any time and for any reason (or no reason) by providing the other party with thirty (30) days advance written notice of such termination, except in the case of a termination of the Consulting Period by the Bank Company for “"Cause” " (as defined below), which shall be effective immediately. In addition, the Consulting Period shall terminate upon the occurrence of a "change in control" of the Company (as defined for purposes of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder). For purposes of this Agreement, “"Cause” " shall mean (i) the Consultant’s Executive's willful failure to perform his consulting assignments (other than any such failure resulting from incapacity due to physical or mental illness); (ii) the Consultant’s Executive's willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the Bank Company or its affiliates; (iii) the Consultant’s Executive's embezzlement, misappropriation, or fraud, whether or not related to the Consultant’s Executive's employment with the BankCompany; (iv) the Consultant’s Executive's conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) (v) the Consultant’s Executive's willful unauthorized disclosure of Confidential Information (as defined below); or (vi) any material breach of this Agreement by the Consultant Executive (including, without limitation, the restrictive covenants set forth in Section 3). No act or failure to act on the part of the Consultant Executive shall be considered “"willful” " unless it is done, or omitted to be done, by the Consultant Executive in bad faith or without reasonable belief that the Consultant’s Executive's action or omission was in the best interests of the BankCompany. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Consultant Executive shall have ten (10) business days from the delivery of written notice by the Bank Company within which to cure any acts constituting Cause.

Engagement as Consultant. Commencing on the day following the Effective Date, the Bank Company agrees to retain the Consultant Executive as an independent consultant, and the Consultant Executive agrees to render consulting services to the BankCompany, for a period of three (3) years (the “Initial Consulting Period”), unless such consulting arrangement is terminated earlier pursuant to Sections 2(C) or 2(E) Section 2C hereof. Subject to Section 2(E), upon the expiration date of the Initial Consulting Period and upon each anniversary of such date thereafter, the Consulting Period shall be extended for an additional year unless either party gives written notice sixty (60) days prior to such date of an intention not to extend the Consulting Period. The “Initial Consulting Period” and any extension thereof are referred to herein as the “Consulting Period”. A. The Bank Company hereby engages the Consultant Executive to provide during the Consulting Period such services of a consulting or advisory nature as set forth in Appendix A attached heretothe Company may reasonably request with respect to its business and matters within the Executive’s area of responsibility while employed by the Company and other matters within his expertise. The Consultant Company will provide the Executive with advance notice in writing regarding the nature and scope of specific consulting assignments. The parties expect that the Executive will devote less than twenty (20) percent of the average amount of time performed by Executive during the last three (3) years of his employment with the Company and its affiliates to performing services for the Company hereunder each month. The Executive shall act solely in a consulting capacity hereunder and and, other than while acting in his capacity as non-executive Chairman, shall not have authority to act for the Bank Company or to give instructions or orders on behalf of the Bank Company or otherwise to make commitments for or on behalf of the BankCompany. The Consultant Executive shall not be an employee of the Bank Company during the Consulting Period, but shall act in the capacity of an independent contractor and the Bank Company will provide the Consultant Executive with a Form 1099 for compensation related to the consulting services. The Bank Company shall not exercise control over the detail, manner or methods of the performance of the services by the Consultant Executive during the Consulting Period or have control over the location at which the Consultant Executive performs services. B. As full and complete compensation for any and all services which the Consultant Executive may render during the Consulting Period: i. The Bank Company shall pay the Consultant Executive a quarterly consulting fee at the rate of $67,000 125,000 per month ($804,000 annually)quarter, payable in arrears on the last business day of each month (the “Consulting Fees”)quarter. ii. As additional consideration for his consulting services, the Consultant’s service as a Consultant shall be treated as service for purposes of vesting in the unvested restricted stock awards outstanding at the time of his termination of employment under the same vesting schedule and subject to the same terms set forth in the applicable award agreements and the Company’s 2012 Stock Incentive Plan (the “2012 Plan”). The parties agree that, for purposes of the preceding sentence, the applicable award agreements shall be deemed amended to the extent necessary to give effect to the parties’ intention under this paragraph. iii. As additional consideration for his consulting services, (i) Consultant’s Performance-Based Restricted Stock Unit Award under the Company’s 2019 Long-Term Incentive Plan shall continue in effect, (ii) his service as a Consultant shall be treated as service for purposes of such award and (iii) the award shall be settled in accordance with the terms of the applicable award agreement and the 2012 Plan. The parties agree that, for purposes of the preceding sentence, the applicable award agreement shall be deemed amended to the extent necessary to give effect to the parties’ intention under this paragraph. iv. The Consultant shall be eligible to receive additional equity-based awards on a discretionary basis as determined by the Compensation Committee of the Company Board of Directors or the Committee’s designee. v. The Consultant may continue his coverage under the Bank’s health/dental/vision program on the same terms applicable to a Bank employee. In addition, during the Consulting Period, the Bank will continue the Consultant’s life insurance coverage under the several Split Dollar Life Insurance Agreements (on the terms stated therein) to which the Consultant is a party as of his last day of employment and, for purposes of such agreements, the parties agree that the Consultant’s death benefit thereunder shall be determined by reference to the applicable multiple (as determined under each Split Dollar Life Insurance Agreement) of the annual cash consulting fee specified in Section 2(B)(i) of this Agreement (in lieu of the references to base salary in such Split Dollar Life Insurance Agreements). The parties agree that, for purposes of the preceding sentence, each of the Consultant’s Split Dollar Life Insurance Agreements shall be deemed amended to the extent necessary to give effect to the parties’ intention under this paragraph. vi. Except as is expressly provided in this Agreement, the Consultant Executive shall not receive nor be entitled to participate in any Company or Bank benefits or benefit plans with respect to the work done during the Consulting Period. viiiii. The Bank willDuring the Consulting Period, at the Consultant’s request, provide Executive shall be provided reasonable access to office space and secretarial services at a mutually agreed Bank administrative office. In additionthe Company’s headquarters, the Bank shall make a vehicle available for the Consultant’s use and provide him with a laptop, mobile telephone and such other perquisites as may be necessary for the performance of his consulting services. Consultant shall be reimbursed for reasonable pre-approved expenses directly related to his consulting assignments, subject to applicable Bank policies on expense reimbursement. viiiiv. The Consultant Executive acknowledges that he is an independent contractor andis, as such, and shall be, solely responsible for, for the payment of all federal, state and local taxes that are required by applicable laws or regulations to be paid with respect to all compensation and benefits payable or provided hereunder. C. Either the Bank Company or the Consultant Executive may terminate the Consulting Period at any time and for any reason (or no reason) by providing the other party with thirty (30) days advance written notice of such termination, except in the case of a termination of the Consulting Period by the Bank Company for “Cause” (as defined below), which shall be effective immediately. In addition, the Consulting Period shall terminate upon the occurrence of a “change in control” of the Company (as defined for purposes of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder). For purposes of this Agreement, “Cause” shall mean (i) the ConsultantExecutive’s willful failure to perform his consulting assignments (other than any such failure resulting from incapacity due to physical or mental illness); (ii) the ConsultantExecutive’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the Bank Company or its affiliates; (iii) the ConsultantExecutive’s embezzlement, misappropriation, or fraud, whether or not related to the ConsultantExecutive’s employment with the BankCompany; (iv) the ConsultantExecutive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) (v) the ConsultantExecutive’s willful unauthorized disclosure of Confidential Information (as defined below); or (vi) any material breach of this Agreement by the Consultant Executive (including, without limitation, the restrictive covenants set forth in Section 3). No act or failure to act on the part of the Consultant Executive shall be considered “willful” unless it is done, or omitted to be done, by the Consultant Executive in bad faith or without reasonable belief that the ConsultantExecutive’s action or omission was in the best interests of the BankCompany. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Consultant Executive shall have ten (10) business days from the delivery of written notice by the Bank Company within which to cure any acts constituting Cause.