Common use of Relative TBV Per Share Plus Common Dividends Accretion Clause in Contracts

Relative TBV Per Share Plus Common Dividends Accretion. (1/2 weighting): The Grantee may earn Relative TBV Accretion Performance Units based on the Company’s Tangible Book Value Per Common Share plus Common Dividends Accretion (“TBV Accretion”) for the Fiscal 2021 Performance Period relative to the TBV Accretion for the Peer Group Companies for the Fiscal 2021 Performance Period (“Relative TBV Accretion”), using the Continuous Percentile Rank Calculation methodology. For purposes of this Exhibit A, “TBV Accretion” means, for each of the Company and the Peer Group Companies, the quotient, which may be positive or negative, expressed as a percentage, rounded to two decimal places, resulting from dividing (x) the sum of (I) the difference between (A) the Company’s or the Peer Group Companies’, as applicable, tangible book value per common share as of December 31, 2021 and (B) the Company’s or the Peer Group Companies’, as applicable, tangible book value per common share as of December 31, 2020 and (II) the dividends declared on shares of the Company’s, or such Peer Group Companies’, common stock during the Fiscal 2021 Performance Period by (y) the Company’s or the Peer Group Companies’, as applicable, tangible book value per share as of December 31, 2020 (such calculation, the “TBV/SH Plus Dividends Accretion Amount”). The TBV/SH Plus Dividends Accretion Amount for the Company and each of the Peer Group Companies, as applicable, shall, in each case, be calculated utilizing (i) financial data contained in such company’s Annual Report on Form 10-K or Quarterly Reports on Form 10-Q (if such company is required to file such Annual or Quarterly Reports) for Fiscal 2021, or such other financial report as such company shall prepare if not required to file an Annual Report on Form 10-K or (ii) such other financial data and calculation methodology as the Compensation Committee shall reasonably determine applied consistently among the Company and the Peer Group Companies. The Compensation Committee may, in its good faith discretion, adjust the TBV Accretion with respect to the Company or any Peer Group Company to eliminate the effects of the following: (a) gains or losses on the sale (or contemplation of a sale) of a business or a business segment, (b) gains or losses on the extinguishment or restructuring of indebtedness, including Federal Home Loan Bank advances, or the sale of investment securities, (c) asset or investment impairment charges (other than those related to such company’s loan portfolio in the ordinary course of business), (d) restructuring charges, including charges or expenses associated with transactions involving the unwinding of previously entered into interest rate swaps, caps, xxxxxx or other balance sheet derivative transactions, (e) changes in law (including federal and state tax laws) or accounting principles, (f) losses or other expenses associated with other real estate owned (g) costs or expenses associated with any merger or acquisition affecting such company or any of its subsidiaries, (h) any other expenses or losses resulting from significant, unusual and/or nonrecurring events and (i) events, including those resulting from macro-economic conditions that impact the Company’s financial condition or results of operations in a significant manner, either not directly related to the operations of such company or not within the reasonable control of the company’s management, in each case if applicable. Moreover, and without limiting the foregoing, TBV Accretion may be adjusted by the Committee to exclude the effects of any corporate transaction affecting the shares of the Company’s Common Stock as described in Section 4.2 of the Plan. Relative ROATCE and Relative TBV Accretion will be determined by ranking the Company’s and each Peer Group Company’s ROATCE and TBV Accretion performance, respectively, from highest to lowest for the Fiscal 2021 Performance Period. After this ranking, the percentile performance of the Peer Group Companies performing just above and just below the Company will be determined as follows: Ppeer = 1 - R - 1 N - 1 Where:

Relative TBV Per Share Plus Common Dividends Accretion. (1/2 weighting): The Grantee may earn Relative TBV Accretion Performance Units based on the Company’s Tangible Book Value Per Common Share plus Common Dividends Accretion (“TBV Accretion”) for the Fiscal 2021 relevant Performance Period relative to the TBV Accretion for the Peer Group Companies for the Fiscal 2021 relevant Performance Period (“Relative TBV Accretion”), using the Continuous Percentile Rank Calculation methodology. For purposes of this Exhibit A, “TBV Accretion” means, for each of the Company and the Peer Group Companies, the quotient, which may be positive or negative, expressed as a percentage, rounded to two decimal places, resulting from dividing (x) the sum of (I) the difference between (A) the Company’s or the Peer Group Companies’, as applicable, tangible book value per common share as of December 31, 2021 or December 31, 2022, as applicable, and (B) the Company’s or the Peer Group Companies’, as applicable, tangible book value per common share as of December 31, 2020 or December 31, 2021 (as applicable) and (II) the dividends declared on shares of the Company’s, or such Peer Group Companies’, common stock during the Fiscal 2021 relevant Performance Period by (y) the Company’s or the Peer Group Companies’, as applicable, tangible book value per share as of December 31, 2020 or December 31, 2021, as applicable (such calculation, the “TBV/SH Plus Dividends Accretion Amount”). The TBV/SH Plus Dividends Accretion Amount for the Company and each of the Peer Group Companies, as applicable, shall, in each case, be calculated utilizing (i) financial data contained in such company’s Annual Report on Form 10-K or Quarterly Reports on Form 10-Q (if such company is required to file such Annual or Quarterly Reports) for Fiscal 20212021 or Fiscal 2022, as applicable, or such other financial report as such company shall prepare if not required to file an Annual Report on Form 10-K or (ii) such other financial data and calculation methodology as the Compensation Committee shall reasonably determine applied consistently among the Company and the Peer Group Companies. The Compensation Committee may, in its good faith discretion, adjust the TBV Accretion with respect to the Company or any Peer Group Company to eliminate the effects of the following: (a) gains or losses on the sale (or contemplation of a sale) of a business or a business segment, (b) gains or losses on the extinguishment or restructuring of indebtedness, including Federal Home Loan Bank advances, or the sale of investment securities, (c) asset or investment impairment charges (other than those related to such company’s loan portfolio in the ordinary course of business), (d) restructuring charges, including charges or expenses associated with transactions involving the unwinding of previously entered into interest rate swaps, caps, xxxxxx or other balance sheet derivative transactions, (e) changes in law (including federal and state tax laws) or accounting principles, (f) losses or other expenses associated with other real estate owned (g) costs or expenses associated with any merger or acquisition affecting such company or any of its subsidiaries, (h) any other expenses or losses resulting from significant, unusual and/or nonrecurring events and (i) events, including those resulting from macro-economic conditions that impact the Company’s financial condition or results of operations in a significant manner, either not directly related to the operations of such company or not within the reasonable control of the company’s management, in each case if applicable. Moreover, and without limiting the foregoing, TBV Accretion may be adjusted by the Committee to exclude the effects of any corporate transaction affecting the shares of the Company’s Common Stock as described in Section 4.2 of the Plan. Relative ROATCE and Relative TBV Accretion will be determined by ranking the Company’s and each Peer Group Company’s ROATCE and TBV Accretion performance, respectively, from highest to lowest for the Fiscal 2021 relevant Performance Period. After this ranking, the percentile performance of the Peer Group Companies performing just above and just below the Company will be determined as follows: Ppeer = 1 - R - 1 N - 1 Where:-

Relative TBV Per Share Plus Common Dividends Accretion. (1/2 weighting): The Grantee may earn Relative TBV Accretion Performance Units based on the Company’s Tangible Book Value Per Common Share plus Common Dividends Accretion (“TBV Accretion”) for the Fiscal 2021 Performance Period relative to the TBV Accretion for the Peer Group Companies which calculation shall be computed by taking the Company’s TBV Accretion for the Fiscal 2021 Performance Period and comparing that to the TBV Accretion for each of the Peer Group Companies for each year in the Performance Period (“Relative TBV Accretion”), using the Continuous Percentile Rank Calculation methodology. For purposes of this Exhibit A, “TBV Accretion” means, for each of the Company and the Peer Group Companies, the quotient, which may be positive or negative, expressed as a percentage, rounded to two decimal places, resulting from dividing (x) the sum of (I) the difference between (A) the Company’s or the Peer Group Companies’, as applicable, tangible book value per common share as of December 31, 2021 2023 and (B) the Company’s or the Peer Group Companies’, as applicable, tangible book value per common share as of December 31, 2020 and (II) the dividends declared on shares of the Company’s, or such Peer Group Companies’, common stock during the Fiscal 2021 Performance Period by (y) the Company’s or the Peer Group Companies’, as applicable, tangible book value per share as of December 31, 2020 (such calculation, the “TBV/SH Plus Dividends Accretion Amount”). The TBV/SH Plus Dividends Accretion Amount for the Company and each of the Peer Group Companies, as applicable, shall, in each case, be calculated utilizing (i) financial data contained in such company’s Annual Report on Form 10-K or Quarterly Reports on Form 10-Q (if such company is required to file such Annual or Quarterly Reports) for Fiscal 2021the years in the Performance Period, or such other financial report as such company shall prepare if not required to file an Annual Report on Form 10-K or (ii) such other financial data and calculation methodology as the Compensation Committee shall reasonably determine applied consistently among the Company and the Peer Group Companies. The Compensation Committee may, in its good faith discretion, adjust the TBV Accretion with respect to the Company or any Peer Group Company to eliminate the effects of the following: (a) gains or losses on the sale (or contemplation of a sale) of a business or a business segment, (b) gains or losses on the extinguishment or restructuring of indebtedness, including Federal Home Loan Bank advances, or the sale of investment securities, (c) asset or investment impairment charges (other than those related to such company’s loan portfolio in the ordinary course of business), (d) restructuring charges, including charges or expenses associated with transactions involving the unwinding of previously entered into interest rate swaps, caps, Exhibit 10.2 xxxxxx or other balance sheet derivative transactions, (e) changes in law (including federal and state tax laws) or accounting principles, (f) losses or other expenses associated with other real estate owned (g) costs or expenses associated with any merger or acquisition affecting such company or any of its subsidiaries, (h) any other expenses or losses resulting from significant, unusual and/or nonrecurring events and (i) events, including those resulting from macro-economic conditions that impact the Company’s financial condition or results of operations in a significant manner, either not directly related to the operations of such company or not within the reasonable control of the company’s management, in each case if applicable. Moreover, and without limiting the foregoing, TBV Accretion may be adjusted by the Committee to exclude the effects of any corporate transaction affecting the shares of the Company’s Common Stock as described in Section 4.2 of the Plan. Relative ROATCE and Relative TBV Accretion will be determined by ranking the Company’s and each Peer Group Company’s average ROATCE and TBV Accretion performance, respectively, from highest to lowest for the Fiscal 2021 Performance Period. After this ranking, the percentile performance of the Peer Group Companies performing just above and just below the Company will be determined as follows: Ppeer = 1 - R - 1 N - 1 Where:

Relative TBV Per Share Plus Common Dividends Accretion. (1/2 weighting): The Grantee may earn Relative TBV Accretion Performance Units based on the Company’s Tangible Book Value Per Common Share plus Common Dividends Accretion (“TBV Accretion”) for the Fiscal 2021 Performance Period relative to the TBV Accretion for the Peer Group Companies which calculation shall be computed by taking the Company’s TBV Accretion for the Fiscal 2021 Performance Period and comparing that to the TBV Accretion for each of the Peer Group Companies for each year in the Performance Period (“Relative TBV Accretion”), using the Continuous Percentile Rank Calculation methodology. For purposes of this Exhibit A, “TBV Accretion” means, for each of the Company and the Peer Group Companies, the quotient, which may be positive or negative, expressed as a percentage, rounded to two decimal places, resulting from dividing (x) the sum of (I) the difference between (A) the Company’s or the Peer Group Companies’, as applicable, tangible book value per common share as of December 31, 2021 2024 and (B) the Company’s or the Peer Group Companies’, as applicable, tangible book value per common share as of December 31, 2020 2021 and (II) the dividends declared on shares of the Company’s, or such Peer Group Companies’, common stock during the Fiscal 2021 Performance Period by (y) the Company’s or the Peer Group Companies’, as applicable, tangible book value per share as of December 31, 2020 2021 (such calculation, the “TBV/SH Plus Dividends Accretion Amount”). The TBV/SH Plus Dividends Accretion Amount for the Company and each of the Peer Group Companies, as applicable, shall, in each case, be calculated utilizing (i) financial data contained in such company’s Annual Report on Form 10-K or Quarterly Reports on Form 10-Q (if such company is required to file such Annual or Quarterly Reports) for Fiscal 2021the years in the Performance Period, or such other financial report as such company shall prepare if not required to file an Annual Report on Form 10-K or (ii) such other financial data and calculation methodology as the Compensation Committee shall reasonably determine applied consistently among the Company and the Peer Group Companies. The Compensation Committee may, in its good faith discretion, adjust the TBV Accretion with respect to the Company or any Peer Group Company to eliminate the effects of the following: (a) gains or losses on the sale (or contemplation of a sale) of a business or a business segment, (b) gains or losses on the extinguishment or restructuring of indebtedness, including Federal Home Loan Bank advances, or the sale of investment securities, (c) asset or investment impairment charges (other than those related to such company’s loan portfolio in the ordinary course of business), (d) restructuring charges, including charges or expenses associated with transactions involving the unwinding of previously entered into interest rate swaps, caps, xxxxxx or other balance sheet derivative transactions, (e) changes in law (including federal and state tax laws) or accounting principles, (f) losses or other expenses associated with other real estate owned (g) costs or expenses associated with any merger or acquisition affecting such company or any of its subsidiaries, (h) any other expenses or losses resulting from significant, unusual and/or nonrecurring events events, including but not limited to, those arising from the acquisition or disposition of assets (other than loans) and (i) events, including those resulting from macro-economic conditions that impact the Companysuch company’s financial condition or results of operations in a significant manner, either not directly related to the operations of such company or not within the reasonable control of the company’s management, in each case if applicable. Moreover, and without limiting the foregoing, TBV Accretion may be adjusted by the Committee to exclude the effects of any corporate transaction affecting the shares of the Company’s Common Stock as described in Section 4.2 of the Plan. Relative ROATCE and Relative TBV Accretion will be determined by ranking the Company’s and each Peer Group Company’s average ROATCE and TBV Accretion performance, respectively, from highest to lowest for the Fiscal 2021 Performance Period. After this ranking, the percentile performance of the Peer Group Companies performing just above and just below the Company will be determined as follows: Ppeer = 1 - R - 1 N - 1 Where:

Relative TBV Per Share Plus Common Dividends Accretion. (1/2 weighting): The Grantee may earn Relative TBV Accretion Performance Units based on the Company’s Tangible Book Value Per Common Share plus Common Dividends Accretion (“TBV Accretion”) for the Fiscal 2021 Performance Period relative to the TBV Accretion for the Peer Group Companies which calculation shall be computed by taking the Company’s TBV Accretion for the Fiscal 2021 Performance Period and comparing that to the TBV Accretion for each of the Peer Group Companies for each year in the Performance Period (“Relative TBV Accretion”), using the Continuous Percentile Rank Calculation methodology. For purposes of this Exhibit A, “TBV Accretion” means, for each of the Company and the Peer Group Companies, the quotient, which may be positive or negative, expressed as a percentage, rounded to two decimal places, resulting from dividing (x) the sum of (I) the difference between (A) the Company’s or the Peer Group Companies’, as applicable, tangible book value per common share as of December 31, 2021 2025 and (B) the Company’s or the Peer Group Companies’, as applicable, tangible book value per common share as of December 31, 2020 2022 and (II) the dividends declared on shares of the Company’s, or such Peer Group Companies’, common stock during the Fiscal 2021 Performance Period by (y) the Company’s or the Peer Group Companies’, as applicable, tangible book value per share as of December 31, 2020 2022 (such calculation, the “TBV/SH Plus Dividends Accretion Amount”). The TBV/SH Plus Dividends Accretion Amount for the Company and each of the Peer Group Companies, as applicable, shall, in each case, be calculated utilizing (i) financial data contained in such company’s Annual Report on Form 10-K or Quarterly Reports on Form 10-Q (if such company is required to file such Annual or Quarterly Reports) for Fiscal 2021the years in the Performance Period, or such other financial report as such company shall prepare if not required to file an Annual Report on Form 10-K or Quarterly Report on Form 10-Q or (ii) such other financial data and calculation methodology as the Compensation Committee shall reasonably determine applied consistently among the Company and the Peer Group Companies. The Compensation Committee may, in its good faith discretion, adjust the TBV Accretion with respect to the Company or any Peer Group Company to eliminate the effects of the following: (a) gains or losses on the sale (or contemplation of a sale) of a business or a business segment, (b) gains or losses on the extinguishment or restructuring of indebtedness, including Federal Home Loan Bank advances, or the sale of investment securities, (c) asset or investment impairment charges (other than those related to such company’s loan portfolio in the ordinary course of business), (d) restructuring charges, including charges or expenses associated with transactions involving the unwinding of previously entered into interest rate swaps, caps, xxxxxx or other balance sheet derivative transactions, (e) changes in law (including federal and state tax laws) or accounting principles, (f) losses or other expenses associated with other real estate owned (g) costs or expenses associated with any merger or acquisition affecting such company or any of its subsidiaries, (h) any other expenses or losses resulting from significant, unusual and/or nonrecurring events events, including but not limited to, those arising from the acquisition or disposition of assets (other than loans) and (i) events, including those resulting from macro-economic conditions that impact the Companysuch company’s financial condition or results of operations in a significant manner, either not directly related to the operations of such company or not within the reasonable control of the company’s management, in each case if applicable. Moreover, and without limiting the foregoing, TBV Accretion may be adjusted by the Committee to exclude the effects of any corporate transaction affecting the shares of the Company’s Common Stock as described in Section 4.2 of the Plan. Relative ROATCE and Relative TBV Accretion will be determined by ranking the Company’s and each Peer Group Company’s average ROATCE and TBV Accretion performance, respectively, from highest to lowest for the Fiscal 2021 Performance Period. After this ranking, the percentile performance of the Peer Group Companies performing just above and just below the Company will be determined as follows: Ppeer = 1 - R - 1 N - 1 Where: