Common use of Resignation for Good Reason; Termination Other Than for Cause, Death, or Disability Clause in Contracts

Resignation for Good Reason; Termination Other Than for Cause, Death, or Disability. During the Term, if (x) Employer terminates Executive’s employment other than for Cause, death, or Disability, or (y) Executive terminates employment for Good Reason, then: (i) Bank shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Base Salary through the Date of Termination to the extent not theretofore paid (the “Accrued Salary”); and (ii) subject to Section 12 hereof, Bank shall pay to Executive an amount equal to two times the sum of (A) Executive’s then current Base Salary (or, in the case of a termination for Good Reason as defined in Section 1(o)(ii), the Base Salary in effect immediately prior to the diminution in Base Salary giving rise to termination), plus (B) the greater of Executive’s Target Annual Bonus for the fiscal year in which the Date of Termination occurs or Executive’s actual Annual Bonus for the fiscal year prior to the fiscal year in which the Date of Termination occurs (such aggregate payment, the “Severance Amount”), payable in approximately equal monthly installments during the 24-month period following the Date of Termination, commencing on the first payroll date to occur after the 60th day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(a)(ii) between the Date of Termination and the first payroll date to occur after the 60th day following the Date of Termination; and (iii) if Executive elects to continue participation in any group medical, dental, vision, and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then for a period of 18 months after the Date of Termination (the “Health Benefits Continuation Period”), Bank shall pay to Executive an amount in cash equal to the COBRA cost of such coverage; provided, however, that (1) that if Executive becomes eligible to receive medical benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse through the spouse’s employer), Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (2) the Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (3) the Bank-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (4) during the Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (5) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (6) Executive’s rights pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. The benefit described in this Section 6(a)(iii) is referred to as the “Health Coverage Benefit;” and (iv) to the extent not theretofore paid or provided, Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract, or agreement of Bank and its affiliated companies and in accordance with the terms thereof, including, but not limited to, any expense reimbursements and accrued but unused vacation (which shall be paid out, if at all, in accordance with Bank’s then current written policy regarding accrual and payment for unused vacation pay) (such amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (v) Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed a separation and full release of claims/covenant not to xxx in substantially the form attached hereto as Exhibit A (the “Release Agreement”) and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount and the Health Coverage Benefit shall cease immediately upon Executive’s breach thereof. (vi) Additionally, unless an award agreement for an equity award granted after the Effective Date of this Agreement expressly states that this provision shall not apply, all of Executive’s then outstanding equity-based awards shall not be forfeited on Executive’s Date of Termination and shall become fully vested (to the extent not previously vested) on the 60th day after the Date of Termination. In the case of any equity-based awards the scheduled vesting of which is, in whole or in part, contingent upon the achievement of one or more performance goals, such performance goals shall be deemed to be fully achieved at the maximum potential target. The accelerated vesting that occurs pursuant to the terms of this clause (vi) is herein referred to as the “Accelerated Vesting.” To the extent necessary, this provision shall be deemed an amendment of each outstanding equity-based award.

Resignation for Good Reason; Termination Other Than for Cause, Death, or Disability. During the Term, if (x) Employer terminates Executive’s employment other than for Cause, death, or Disability, or (y) Executive terminates employment for Good Reason, then: (i) Bank shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Base Salary through the Date of Termination to the extent not theretofore paid (the “Accrued Salary”); and; (ii) subject to Section 12 hereof, Bank shall pay to Executive an amount equal to two (2) times the sum of (A) Executive’s then current Base Salary (or, in the case of a termination for Good Reason as defined in Section 1(o)(ii1(o)(iii), the Base Salary in effect immediately prior to the diminution in Base Salary giving rise to termination), plus (B) the greater of Executive’s Target average Annual Bonus Bonus, if any, received by Executive for the three immediately preceding fiscal year in which years of the Date of Termination occurs or Executive’s actual Annual Bonus for the fiscal year prior to the fiscal year in which the Date of Termination occurs Company (such aggregate payment, the “Non-CIC Severance Amount”), payable in approximately equal monthly installments during the 24-month period following the Date of Termination, commencing on the first payroll date to occur after the 60th day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(a)(ii) between the Date of Termination and the first payroll date to occur after the 60th day following the Date of Termination; and; (iii) if Executive elects to continue participation in any group medical, dental, vision, and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then for a period of 18 months after the Date of Termination (the “Health Benefits Continuation Period”), Bank shall pay to Executive an amount in cash equal to the COBRA cost of such coverage; provided, however, that (1) that if Executive becomes eligible to receive medical benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse through the spouse’s employer), Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (2) the Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (3) the Bank-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (4) during the Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (5) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (6) Executive’s rights pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. The benefit described in this Section 6(a)(iii) is referred to as the “Health Coverage Benefit;” and” (iv) to the extent not theretofore paid or provided, Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract, or agreement of Bank and its affiliated companies and in accordance with the terms thereof, including, but not limited to, any expense reimbursements and accrued but unused vacation (which shall be paid out, if at all, in accordance with Bank’s then current written policy regarding accrual and payment for unused vacation pay) (such amounts and benefits shall be hereinafter referred to as the “Other Benefits”).; and (v) unless the applicable equity award agreement expressly provides otherwise, (A) all of Executive’s then outstanding time-based equity awards shall become fully vested (to the extent not previously vested) on the 60th day after the Date of Termination; and (B) Executive’s then outstanding performance-based equity awards shall remain outstanding and shall vest, in whole, in part, or not at all, on a pro rata basis based on the level of achievement of applicable performance metrics (with such pro rata portion determined by multiplying the earned award by a fraction, the numerator of which shall be the number of months elapsed in the applicable performance period prior to the Date of Termination, and the denominator shall be the number of months in the applicable performance period). The treatment of equity awards described in this clause (v) is herein referred to as the “Equity Award Treatment.” (vi) Notwithstanding the foregoing, Bank shall be obligated to provide the Non-CIC Severance Amount and Amount, the Health Coverage Benefit and the Equity Award Treatment only if (A) within 45 days after the Date of Termination Executive shall have executed a separation and full release of claims/covenant not to xxx in substantially the form attached hereto as Exhibit A (the “Release Agreement”) and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment or provision of the Non-CIC Severance Amount and Amount, the Health Coverage Benefit and the Equity Award Treatment shall cease immediately upon Executive’s breach thereof. (vi) Additionally, unless an award agreement for an equity award granted after the Effective Date of this Agreement expressly states that this provision shall not apply, all of Executive’s then outstanding equity-based awards shall not be forfeited on Executive’s Date of Termination and shall become fully vested (to the extent not previously vested) on the 60th day after the Date of Termination. In the case of any equity-based awards the scheduled vesting of which is, in whole or in part, contingent upon the achievement of one or more performance goals, such performance goals shall be deemed to be fully achieved at the maximum potential target. The accelerated vesting that occurs pursuant to the terms of this clause (vi) is herein referred to as the “Accelerated Vesting.” To the extent necessary, this provision shall be deemed an amendment of each outstanding equity-based award.

Resignation for Good Reason; Termination Other Than for Cause, Death, or Disability. During If, within one (1) year following a Change in Control, (X) the Term, if (x) Employer Company terminates Executivethe Employee’s employment other than for Cause, death, or Disability, Disability or (yY) Executive terminates employment the Employee resigns for Good Reason, then: (i) Bank the Company shall pay to Executive the Employee (or the Employee’s estate or beneficiary, in a lump sum in cash within 30 days the event of the Employee’s death after the Date of Termination), at the time specified herein (except as otherwise provided by Section 13(d)), the exact following amounts: (1) a lump sum payment date to be determined by Bank, Executive’s Base Salary through the Date of Termination equal to the extent not theretofore paid (the “Accrued Salary”)Severance Amount; and (2) if COBRA continuation coverage is properly elected under the Company’s group medical plan by the Employee (and his/her spouse and dependents, if any, covered by the Company’s group medical plan on his/her Date of Termination), the Company shall pay the cost of such COBRA continuation coverage for the Employee (and such spouse and dependents) for ___2 months following his/her Date of Termination (or such shorter period during which such person is eligible for COBRA continuation coverage). To the extent that coverage or benefits provided under this Section 6(a)(3) results in taxable income to the Employee, the Employee acknowledges and agrees that the Employee is fully responsible for the tax effect of the provision of such coverage or benefits. In addition to the foregoing payments, with respect to equity compensation awards of the Company held by the Employee as of the Date of termination: (i) any equity compensation award for which vesting is based on the passage of time shall be accelerated, vest in full, and become immediately exercisable, distributable, or payable; and (ii) subject any equity compensation award for which vesting is based on the achievement of performance conditions shall be paid or distributed to Section 12 hereofthe Employee at the same time as such equity compensation award is paid or distributed according at the original time specified for such award in the applicable award agreement and based on the achievement of the performance conditions applicable to such award, Bank provided that such payment or distribution shall pay to Executive an be prorated by multiplying the amount equal to two times the sum of such payment or distribution by (A) Executive’s then current Base Salary (or, in the case number of a termination for Good Reason as defined in Section 1(o)(ii), full and partial months the Base Salary in effect immediately prior Employee was employed by the Company during the performance period applicable to the diminution in Base Salary giving rise to termination), plus such award and (B) the greater total number of Executive’s Target Annual Bonus for months within performance period applicable to such award. The payments to be made and the fiscal year in which benefits to be provided under this Section 6(a) (other than with respect to equity compensation awards based on the Date achievement of Termination occurs or Executive’s actual Annual Bonus for the fiscal year prior to the fiscal year in which the Date of Termination occurs performance conditions) shall be payable and shall start being provided within sixty (such aggregate payment, the “Severance Amount”), payable in approximately equal monthly installments during the 24-month period 60) business days following the Date of Termination, commencing on provided all conditions to payment 2 This is 18 for the first payroll date to occur after the 60th CEO and 12 for others. have been satisfied. If such sixty (60) day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(a)(ii) between the Date of Termination and the first payroll date to occur after the 60th day following the Date of Termination; and (iii) if Executive elects to continue participation period begins in any group medical, dental, vision, and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then for a period of 18 months after the Date of Termination (the “Health Benefits Continuation Period”), Bank shall pay to Executive an amount in cash equal to the COBRA cost of such coverage; provided, however, that (1) that if Executive becomes eligible to receive medical benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse through the spouse’s employer), Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (2) the Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (3) the Bank-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (4) during the Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect and ends in the amount of benefits provided in any other following calendar year (other than year, the effect of any overall coverage benefits under the applicable plans); (5) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (6) Executive’s rights pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. The benefit described in this Section 6(a)(iii) is referred to as the “Health Coverage Benefit;” and (iv) to the extent not theretofore paid or provided, Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract, or agreement of Bank and its affiliated companies and in accordance with the terms thereof, including, but not limited to, any expense reimbursements and accrued but unused vacation (which shall be paid out, if at all, in accordance with Bank’s then current written policy regarding accrual and payment for unused vacation pay) (such amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (v) Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed a separation and full release of claims/covenant not to xxx in substantially the form attached hereto as Exhibit A (the “Release Agreement”) and such Release Agreement Employee shall not have been revoked within the revocation period specified in right to designate the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance calendar year of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount and the Health Coverage Benefit shall cease immediately upon Executive’s breach thereofany lump sum amount. (vi) Additionally, unless an award agreement for an equity award granted after the Effective Date of this Agreement expressly states that this provision shall not apply, all of Executive’s then outstanding equity-based awards shall not be forfeited on Executive’s Date of Termination and shall become fully vested (to the extent not previously vested) on the 60th day after the Date of Termination. In the case of any equity-based awards the scheduled vesting of which is, in whole or in part, contingent upon the achievement of one or more performance goals, such performance goals shall be deemed to be fully achieved at the maximum potential target. The accelerated vesting that occurs pursuant to the terms of this clause (vi) is herein referred to as the “Accelerated Vesting.” To the extent necessary, this provision shall be deemed an amendment of each outstanding equity-based award.

Resignation for Good Reason; Termination Other Than for Cause, Death, or Disability. During the Term, if (x) Employer terminates Executive’s employment other than for Cause, death, or Disability, or (y) Executive terminates employment for Good Reason, then: (i) Bank shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Base Salary through the Date of Termination to the extent not theretofore paid (the “Accrued Salary”); and (ii) subject Subject to Section 12 hereof, Bank shall pay to Executive an amount equal to two times the sum of (A) Executive’s then current Base Salary (or, in the case of a termination for Good Reason as defined in Section 1(o)(ii), the Base Salary in effect immediately prior to the diminution in Base Salary giving rise to termination), plus (B) the greater of Executive’s Target Annual Bonus for the fiscal year in which the Date of Termination occurs or Executive’s actual Annual Bonus for the fiscal year prior to the fiscal year in which the Date of Termination occurs (such aggregate payment, the “Severance Amount”), payable in approximately equal monthly installments during the 24-month period following the Date of Termination, commencing on the first payroll date to occur after the 60th day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(a)(ii) between the Date of Termination and the first payroll date to occur after the 60th day following the Date of Termination; and (iii) if Executive elects to continue participation in any group medical, dental, vision, and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then for a period of 18 months after the Date of Termination (the “Health Benefits Continuation Period”), Bank shall pay to Executive an amount in cash equal to the COBRA cost of such coverage; provided, however, that (1) that if Executive becomes eligible to receive medical benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse through the spouse’s employer), Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (2) the Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (3) the Bank-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (4) during the Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (5) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (6) Executive’s rights pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. The benefit described in this Section 6(a)(iii) is referred to as the “Health Coverage Benefit;” and (iv) to To the extent not theretofore paid or provided, Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract, or agreement of Bank and its affiliated companies and in accordance with the terms thereof, including, but not limited to, any expense reimbursements and accrued but unused vacation (which shall be paid out, if at all, in accordance with Bank’s then current written policy regarding accrual and payment for unused vacation pay) (such amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (v) Notwithstanding the foregoing, Bank (or its successor) shall be obligated to provide the Severance Amount and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed a separation and full release of claims/covenant not to xxx in substantially the form attached hereto as Exhibit A (the “Release Agreement”) and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount and the Health Coverage Benefit shall cease immediately upon Executive’s breach thereof.; and (vi) Additionally, unless an award agreement for an equity award granted after the Effective Date of this Agreement expressly states that this provision shall not apply, all of Executive’s then then-outstanding equity-based awards shall not be forfeited on Executive’s Date of Termination and shall become fully vested (to the extent not previously vested) on the 60th day after the Date of Termination. In the case of any equity-based awards the scheduled vesting of which is, in whole or in part, contingent upon the achievement of one or more performance goals, such performance goals shall be deemed to be fully achieved at the maximum potential target. The accelerated vesting that occurs pursuant to the terms of this clause (vi) is herein referred to as the “Accelerated Vesting.” To the extent necessary, this provision shall be deemed an amendment of each outstanding equity-based award.

Resignation for Good Reason; Termination Other Than for Cause, Death, or Disability. During the Term, if (x) Employer terminates Executive’s employment other than for Cause, death, or Disability, or (y) Executive terminates employment for Good Reason, then, subject to Section 6(f) hereof: (i) Bank shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Base Salary through the Date of Termination to the extent not theretofore paid (the “Accrued Salary”); and (ii) subject Bank shall pay to Executive in a lump sum in cash a prorated Annual Bonus for the year in which the Date of Termination occurs based on the level of achievement of applicable performance metrics (with such pro rata portion determined by multiplying the earned Annual Bonus by a fraction, the numerator of which shall be the number of months elapsed in the applicable calendar year prior to the Date of Termination, and the denominator shall be twelve (12)) (the “Prorated Annual Bonus”), payable at the same time that annual bonuses are paid to Peer Executives; (iii) Subject to Section 12 hereof, Bank shall pay to Executive an amount equal to two the Non-CIC Severance Multiple times the sum of (A) Executive’s then current Base Salary (or, in the case of a termination for Good Reason as defined in Section 1(o)(ii), the Base Salary in effect immediately prior to the diminution in Base Salary giving rise to termination), plus (B) the greater of Executive’s Target Annual Bonus for the fiscal year in which the Date of Termination occurs or Executive’s actual Annual Bonus for the fiscal year prior to the fiscal year in which the Date of Termination occurs Severance Formula (such aggregate payment, the “Non-CIC Severance Amount”), payable in approximately equal monthly installments during the 24-month period following the Date of Termination, commencing on the first payroll date to occur after the 60th day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(a)(ii6(a)(iii) between the Date of Termination and the first payroll date to occur after the 60th day following the Date of Termination; and (iiiiv) if Executive elects to continue participation in any group medical, dental, vision, and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then for a period of 18 months after the Date of Termination (the “Health Benefits Continuation Confirmation Period”), Bank shall pay to Executive an amount in cash equal to the COBRA cost of such coverage; provided, however, that (1) that if Executive becomes eligible to receive medical benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse through the spouse’s employer), Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (2) the Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health LEGAL02/43757576v4 coverage under COBRA; (3) the Bank-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (4) during the Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (5) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurredincluded; and (6) Executive’s rights pursuant to this Section 6(a)(iii6(a)(iv) shall not be subject to liquidation or exchange for another benefit. The benefit described in this Section 6(a)(iii6(a)(iv) is referred to as the “Health Coverage Benefit;” and” (ivv) to the extent not theretofore paid or provided, Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract, or agreement of Bank and its affiliated companies and in accordance with the terms thereof, including, but not limited to, any expense reimbursements and accrued but unused vacation (which shall be paid out, if at all, in accordance with Bank’s then current written policy regarding accrual and payment for unused vacation pay) (such amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (v) Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed a separation and full release of claims/covenant not to xxx in substantially the form attached hereto as Exhibit A (the “Release Agreement”) and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount and the Health Coverage Benefit shall cease immediately upon Executive’s breach thereof.; and (vi) Additionally, unless an the applicable award agreement for an equity award granted after the Effective Date of this Agreement expressly states that this provision shall not applyprovides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall not be forfeited on Executive’s Date of Termination and shall become fully vested (to the extent not previously vested) on as soon as possible but not later than the 60th day after the Date of Termination. In the case of any equity; and (B) Executive’s then outstanding performance-based equity awards the scheduled vesting of which isshall remain outstanding and shall vest, in whole or whole, in part, contingent upon or not at all, on a pro rata basis based on the level of achievement of one or more applicable performance goalsmetrics (with such pro rata portion determined by multiplying the earned award by a fraction, such performance goals the numerator of which shall be deemed the number of months elapsed in the applicable performance period prior to the Date of Termination, and the denominator shall be fully achieved at the maximum potential targetnumber of months in the applicable performance period). The accelerated vesting that occurs pursuant to the terms treatment of equity awards described in this clause (viSection 6(A)(vi) is herein hereinafter referred to as the “Accelerated VestingNon-CIC Equity Award Treatment”).” To the extent necessary, this provision shall be deemed an amendment of each outstanding equity-based award.

Resignation for Good Reason; Termination Other Than for Cause, Death, or Disability. During If during the Term, if (x) Employer the Bank terminates Executive’s employment other than for Cause, death, or Disability, Disability or (y) Executive Executive’s employment terminates employment by reason of his Resignation for Good Reason, in each case at a time that Executive is otherwise willing and able to continue in employment, then, in addition to the Accrued Compensation, Executive shall, subject to Section 5(b)(v) and Section 12 below, be entitled to receive the payments and benefits set forth in this Section 5(b), which shall be paid to Executive as follows: (i) The Bank shall pay Executive an amount (the “Pro Rata Bonus”) equal to the product of (A) the Incentive Bonus, if any, that Executive would have earned for the calendar year in which the Executive’s Date of Termination occurs based on achievement, through the Executive’s Date of Termination, of the applicable performance goals for such year as determined by the Bank and (B) a fraction, the numerator of which is the number of days the Executive was employed by the Bank during the year of termination and the denominator of which is the number of days in such year, in a lump sum in cash payable within sixty (60) days following the Executive’s Date of Termination, provided, that if such sixty (60) day period begins in one taxable year and ends in the subsequent taxable year, then such payment shall not occur before the first day in the second of such two taxable years. (ii) The Bank shall pay Executive in a lump sum in cash in the amount of the product of (A) two, multiplied by (B) Executive’s then-current Base Salary (the “Severance Amount”) payable within 30 sixty (60) days after following the Executive’s Date of Termination, provided, that if such sixty (60) day period begins in one taxable year and ends in the exact subsequent taxable year, then such payment date to be determined by Bank, Executive’s Base Salary through shall not occur before the Date first day in the second of Termination to the extent not theretofore paid (the “Accrued Salary”); andsuch two taxable years. (iiiii) subject to Section 12 hereof, The Bank shall pay to Executive an a lump sum in cash in the amount equal to two times of the sum product of (A) eighteen (18), multiplied by (B) the full monthly cost of premiums Executive would pay in the first calendar month immediately following the calendar month that includes the Executive’s then current Base Salary (or, in Date of Termination if Executive timely elected to continue coverage at the case of a termination for Good Reason as defined in Section 1(o)(ii), the Base Salary level in effect immediately prior to the diminution in Base Salary giving rise to termination), plus (B) the greater of Executive’s Target Annual Bonus for the fiscal year in which the Date of Termination occurs or Executive’s actual Annual Bonus for the fiscal year prior to the fiscal year in which the Date of Termination occurs (such aggregate payment, the “Severance Amount”), payable in approximately equal monthly installments during the 24-month period following the Date of Termination, commencing on the first payroll date to occur after the 60th day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(a)(ii) between the Date of Termination and the first payroll date to occur after the 60th day following the Date of Termination; and (iii) if Executive elects to continue participation in any Bank group medical, dental, vision, and/or vision or prescription drug plan benefits to plans in which Executive and/or or Executive’s eligible dependents would be are entitled to continue participation under COBRA, then for a period of 18 months after the Date of Termination (the “Health Benefits Continuation Period”), Bank shall pay to Executive an amount in cash equal to the COBRA cost of such coverage; provided, however, that (1) that if Executive becomes eligible to receive medical benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse through the spouse’s employer), Bank’s obligation to pay any portion Section 4980B of the cost of health coverage as described herein shall cease, except as otherwise provided by law; Code or other similar applicable law (2) the Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (3) the Bank-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (4) during the Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (5) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (6) Executive’s rights pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. The benefit described in this Section 6(a)(iii) is referred to as the “Health Coverage Benefit;” and”), payable within sixty (60) days following the Executive’s Date of Termination, provided, that if such sixty (60) day period begins in one taxable year and ends in the subsequent taxable year, then such payment shall not occur before the first day in the second of such two taxable years. (iv) to the extent not theretofore paid or provided, Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract, or agreement of Bank and its affiliated companies and in accordance with the terms thereof, including, but not limited to, any expense reimbursements and accrued but unused vacation (which shall be paid out, if at all, in accordance with Bank’s then current written policy regarding accrual and payment for unused vacation pay) (such amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (v) Notwithstanding the foregoing, the Bank shall be obligated to provide the Severance Amount payments and the Health Coverage Benefit benefits described in Section 5(b)(i) through (iii) only if (A) within 45 fifty-two (52) days after the Executive’s Date of Termination Executive shall have timely executed and returned to the Bank a separation and full release of claims/covenant not to xxx agreement in substantially a customary form prescribed by the form attached hereto as Exhibit A Bank (the “Release Agreement”) and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 6 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 6 hereof, then payment Executive shall not be entitled to the Pro Rata Bonus, Severance Amount, or Health Coverage Benefit. The Release Agreement must be executed and all revocation periods shall have expired within 60 days after the Executive’s Date of Termination; failing which all payments and benefits conditioned thereupon shall be forfeited. (v) If Executive’s employment with the Bank is terminated during the Effective Period as defined in the CIC Plan (as modified by this Agreement), Executive shall be eligible to receive the severance benefits described in Section 4 of the CIC Plan, pursuant to the terms and conditions of the CIC Plan (the “CIC Severance Amount Benefits”). For the avoidance of doubt, as set forth in Section 4.5 of the CIC Plan, any CIC Severance Benefits payable to Executive under the CIC Plan shall be reduced by and not in addition to any severance benefits payable to Executive pursuant to Section 5(b) of this Agreement, which, for purposes of this sentence shall not include the Accrued Compensation (for the purpose of clarity, if Executive becomes entitled to both the CIC Severance Benefits under the CIC Plan and the Health Coverage Benefit severance benefits pursuant to Section 5(b) of this Agreement, Executive shall cease immediately upon Executive’s breach thereofbe entitled to the greater of, and only the greater of, the CIC Severance Benefits under the CIC Plan and the severance benefits pursuant to Section 5(b) of this Agreement). (vi) Additionally, unless an award agreement for an equity award granted after the Effective Date of this Agreement expressly states that this provision shall not apply, all Treatment of Executive’s then outstanding unvested Company options, restricted stock and other equity-based awards shall not be forfeited on Executive’s Date of Termination and shall become fully vested (to collectively, the extent not previously vested“Equity Awards”) on the 60th day after the Date of Termination. In the case of any equity-based awards the scheduled vesting of which is, in whole or in part, contingent upon the achievement of one or more performance goals, such performance goals shall be deemed to be fully achieved at the maximum potential target. The accelerated vesting that occurs pursuant to determined in accordance with the terms of this clause (vi) is herein referred to as the “Accelerated Vestingplans and/or agreements providing for such Equity Awards.” To the extent necessary, this provision shall be deemed an amendment of each outstanding equity-based award.

Resignation for Good Reason; Termination Other Than for Cause, Death, or Disability. During the Term, if (x) Employer terminates Executive’s employment other than for Cause, death, or Disability, or (y) Executive terminates employment for Good Reason, then, subject to Section 6(f) hereof: (i) Bank shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Base Salary through the Date of Termination to the extent not theretofore paid (the “Accrued Salary”); and; (ii) Bank shall pay to Executive in a lump sum in cash a prorated Annual Bonus for the year in which the Date of Termination occurs based on the level of achievement of applicable performance metrics (with such pro rata portion determined by multiplying the earned Annual Bonus by a fraction, the numerator of which shall be the number of months elapsed in the applicable calendar year prior to the Date of LEGAL02/43756821v3 Termination, and the denominator shall be twelve (12)) (the “Prorated Annual Bonus”), payable at the same time that annual bonuses are paid to Peer Executives; (iii) subject to Section 12 hereof, Bank shall pay to Executive an amount equal to two the Non-CIC Severance Multiple times the sum of (A) Executive’s then current Base Salary (or, in the case of a termination for Good Reason as defined in Section 1(o)(ii), the Base Salary in effect immediately prior to the diminution in Base Salary giving rise to termination), plus (B) the greater of Executive’s Target Annual Bonus for the fiscal year in which the Date of Termination occurs or Executive’s actual Annual Bonus for the fiscal year prior to the fiscal year in which the Date of Termination occurs Severance Formula (such aggregate payment, the “Non-CIC Severance Amount”), payable in approximately equal monthly installments during the 24-month period following the Date of Termination, commencing on the first payroll date to occur after the 60th day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(a)(ii6(a)(iii) between the Date of Termination and the first payroll date to occur after the 60th day following the Date of Termination; and; (iiiiv) if Executive elects to continue participation in any group medical, dental, vision, and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then for a period of 18 months after the Date of Termination (the “Health Benefits Continuation Period”), Bank shall pay to Executive an amount in cash equal to the COBRA cost of such coverage; provided, however, that (1) that if Executive becomes eligible to receive medical benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse through the spouse’s employer), Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (2) the Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (3) the Bank-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (4) during the Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (5) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (6) Executive’s rights pursuant to this Section 6(a)(iii6(a)(iv) shall not be subject to liquidation or exchange for another benefit. The benefit described in this Section 6(a)(iii6(a)(iv) is referred to as the “Health Coverage Benefit;” and” (ivv) to the extent not theretofore paid or provided, Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract, or agreement of Bank and its affiliated companies and in accordance with the terms thereof, including, but not limited to, any expense reimbursements and accrued but unused vacation (which shall be paid out, if at all, in accordance with Bank’s then current written policy regarding accrual and payment for unused vacation pay) (such amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (v) Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount ; and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed a separation and full release of claims/covenant not to xxx in substantially the form attached hereto as Exhibit A (the “Release Agreement”) and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount and the Health Coverage Benefit shall cease immediately upon Executive’s breach thereof.LEGAL02/43756821v3 (vi) Additionally, unless an the applicable award agreement for an equity award granted after the Effective Date of this Agreement expressly states that this provision shall not applyprovides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall not be forfeited on Executive’s Date of Termination and shall become fully vested (to the extent not previously vested) on as soon as possible but not later than the 60th day after the Date of Termination. In the case of any equity; and (B) Executive’s then outstanding performance-based equity awards the scheduled vesting of which isshall remain outstanding and shall vest, in whole or whole, in part, contingent upon or not at all, on a pro rata basis based on the level of achievement of one or more applicable performance goalsmetrics (with such pro rata portion determined by multiplying the earned award by a fraction, such performance goals the numerator of which shall be deemed the number of months elapsed in the applicable performance period prior to the Date of Termination, and the denominator shall be fully achieved at the maximum potential targetnumber of months in the applicable performance period). The accelerated vesting that occurs pursuant to the terms treatment of equity awards described in this clause (viSection 6(A)(vi) is herein hereinafter referred to as the “Accelerated VestingNon-CIC Equity Award Treatment”.” To the extent necessary, this provision shall be deemed an amendment of each outstanding equity-based award.”

Resignation for Good Reason; Termination Other Than for Cause, Death, or Disability. During the Term, if (x) Employer terminates Executive’s employment other than for Cause, death, or Disability, or (y) Executive terminates employment for Good Reason, then, subject to Section 6(f) hereof: (i) Bank shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Base Salary through the Date of Termination to the extent not theretofore paid (the “Accrued Salary”); and; (ii) Bank shall pay to Executive in a lump sum in cash a prorated Annual Bonus for the year in which the Date of Termination occurs based on the level of achievement of applicable performance metrics (with such pro rata portion determined by multiplying the earned Annual Bonus by a fraction, the numerator of which shall be the number of months elapsed in the applicable calendar year prior to the Date of Termination, and the denominator shall be twelve (12)) (the “Prorated Annual Bonus”), payable at the same time that annual bonuses are paid to Peer Executives; (iii) subject to Section 12 hereof, Bank shall pay to Executive an amount equal to two the Non-CIC Severance Multiple times the sum of (A) Executive’s then current Base Salary (or, in the case of a termination for Good Reason as defined in Section 1(o)(ii), the Base Salary in effect immediately prior to the diminution in Base Salary giving rise to termination), plus (B) the greater of Executive’s Target Annual Bonus for the fiscal year in which the Date of Termination occurs or Executive’s actual Annual Bonus for the fiscal year prior to the fiscal year in which the Date of Termination occurs Severance Formula (such aggregate payment, the “Non-CIC Severance Amount”), payable in approximately equal monthly installments during the 24-month period following the Date of Termination, commencing on the first payroll date to occur after the 60th day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(a)(ii6(a)(iii) between the Date of Termination and the first payroll date to occur after the 60th day following the Date of Termination; and; (iiiiv) if Executive elects to continue participation in any group medical, dental, vision, and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then for a period of 18 months after the Date of Termination (the “Health Benefits Continuation Period”), Bank shall pay to Executive an amount in cash equal to the COBRA cost of such coverage; provided, however, that (1) that if Executive becomes eligible to receive medical benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse through the spouse’s employer), Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (2) the Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (3) the Bank-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance LEGAL02/43756997v5 with applicable rules and regulations; (4) during the Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (5) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (6) Executive’s rights pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. The benefit described in this Section 6(a)(iii) is referred to as the “Health Coverage Benefit;” and” (ivv) to the extent not theretofore paid or provided, Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract, or agreement of Bank and its affiliated companies and in accordance with the terms thereof, including, but not limited to, any expense reimbursements and accrued but unused vacation (which shall be paid out, if at all, in accordance with Bank’s then current written policy regarding accrual and payment for unused vacation pay) (such amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (v) Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed a separation and full release of claims/covenant not to xxx in substantially the form attached hereto as Exhibit A (the “Release Agreement”) and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount and the Health Coverage Benefit shall cease immediately upon Executive’s breach thereof.; and (vi) Additionally, unless an the applicable award agreement for an equity award granted after the Effective Date of this Agreement expressly states that this provision shall not applyprovides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall not be forfeited on Executive’s Date of Termination and shall become fully vested (to the extent not previously vested) on as soon as possible but not later than the 60th day after the Date of Termination. In the case of any equity; and (B) Executive’s then outstanding performance-based equity awards the scheduled vesting of which isshall remain outstanding and shall vest, in whole or whole, in part, contingent upon or not at all, on a pro rata basis based on the level of achievement of one or more applicable performance goalsmetrics (with such pro rata portion determined by multiplying the earned award by a fraction, such performance goals the numerator of which shall be deemed the number of months elapsed in the applicable performance period prior to the Date of Termination, and the denominator shall be fully achieved at the maximum potential targetnumber of months in the applicable performance period). The accelerated vesting that occurs pursuant to the terms treatment of equity awards described in this clause (viSection 6(A)(vi) is herein hereinafter referred to as the “Accelerated VestingNon-CIC Equity Award Treatment”).” To the extent necessary, this provision shall be deemed an amendment of each outstanding equity-based award.

Resignation for Good Reason; Termination Other Than for Cause, Death, or Disability. During the Term, if (x) Employer terminates Executive’s employment other than for Cause, death, or Disability, or (y) Executive terminates employment for Good Reason, then, subject to Section 6(f) hereof: (i) Bank shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Base Salary through the Date of Termination to the extent not theretofore paid (the “Accrued Salary”); and. LEGAL02/43780275v2 (ii) Bank shall pay to Executive in a lump sum in cash a prorated Annual Bonus for the year in which the Date of Termination occurs based on the level of achievement of applicable performance metrics (with such pro rata portion determined by multiplying the earned Annual Bonus by a fraction, the numerator of which shall be the number of months elapsed in the applicable calendar year prior to the Date of Termination, and the denominator shall be twelve (12)) (the “Prorated Annual Bonus”), payable at the same time that annual bonuses are paid to Peer Executives; (iii) subject to Section 12 hereof, Bank shall pay to Executive an amount equal to two the Non-CIC Severance Multiple times the sum of (A) Executive’s then current Base Salary (or, in the case of a termination for Good Reason as defined in Section 1(o)(ii), the Base Salary in effect immediately prior to the diminution in Base Salary giving rise to termination), plus (B) the greater of Executive’s Target Annual Bonus for the fiscal year in which the Date of Termination occurs or Executive’s actual Annual Bonus for the fiscal year prior to the fiscal year in which the Date of Termination occurs Severance Formula (such aggregate payment, the “Non-CIC Severance Amount”), payable in approximately equal monthly installments during the 24-month period following the Date of Termination, commencing on the first payroll date to occur after the 60th day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(a)(ii6(a)(iii) between the Date of Termination and the first payroll date to occur after the 60th day following the Date of Termination; and; (iiiiv) if Executive elects to continue participation in any group medical, dental, vision, and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then for a period of 18 months after the Date of Termination (the “Health Benefits Continuation Period”), Bank shall pay to Executive an amount in cash equal to the COBRA cost of such coverage; provided, however, that (1) that if Executive becomes eligible to receive medical benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse through the spouse’s employer), Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (2) the Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (3) the Bank-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (4) during the Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (5) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (6) Executive’s rights pursuant to this Section 6(a)(iii6(a)(iv) shall not be subject to liquidation or exchange for another benefit. The benefit described in this Section 6(a)(iii6(a)(iv) is referred to as the “Health Coverage Benefit;” and” (ivv) to the extent not theretofore paid or provided, Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract, or agreement of Bank and its affiliated companies and in accordance with the terms thereof, including, but not limited to, any expense reimbursements and accrued but LEGAL02/43780275v2 unused vacation (which shall be paid out, if at all, in accordance with Bank’s then current written policy regarding accrual and payment for unused vacation pay) (such amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (v) Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed a separation and full release of claims/covenant not to xxx in substantially the form attached hereto as Exhibit A (the “Release Agreement”) and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount and the Health Coverage Benefit shall cease immediately upon Executive’s breach thereof.; and (vi) Additionally, unless an the applicable award agreement for an equity award granted after the Effective Date of this Agreement expressly states that this provision shall not applyprovides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall not be forfeited on Executive’s Date of Termination and shall become fully vested (to the extent not previously vested) on as soon as possible but not later than the 60th day after the Date of Termination. In the case of any equity; and (B) Executive’s then outstanding performance-based equity awards the scheduled vesting of which isshall remain outstanding and shall vest, in whole or whole, in part, contingent upon or not at all, on a pro rata basis based on the level of achievement of one or more applicable performance goalsmetrics (with such pro rata portion determined by multiplying the earned award by a fraction, such performance goals the numerator of which shall be deemed the number of months elapsed in the applicable performance period prior to the Date of Termination, and the denominator shall be fully achieved at the maximum potential targetnumber of months in the applicable performance period). The accelerated vesting that occurs pursuant to the terms treatment of equity awards described in this clause (viSection 6(a)(vi) is herein hereinafter referred to as the “Accelerated VestingNon-CIC Equity Award Treatment”.” To the extent necessary, this provision shall be deemed an amendment of each outstanding equity-based award.

Resignation for Good Reason; Termination Other Than for Cause, Death, or Disability. During the Term, if (x) Employer terminates Executive’s employment other than for Cause, death, or Disability, or (y) Executive terminates employment for Good Reason, then. subject to Section 6(f) hereof: (i) Bank shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Base Salary through the Date of Termination to the extent not theretofore paid (the “Accrued Salary”); and (ii) Bank shall pay to Executive in a lump sum in cash a prorated Annual Bonus for the year in which the Date of Termination occurs based on the level of achievement of applicable performance metrics (with such pro rata portion determined by multiplying the earned Annual Bonus by a fraction, the numerator of which shall be the number of months elapsed in the applicable calendar year prior to the Date of Termination, and the denominator shall be twelve (12)) (the “Prorated Annual Bonus”), payable at the same time that annual bonuses are paid to Peer Executives; (iii) subject to Section 12 hereof, Bank shall pay to Executive an amount equal to two the Non-CIC Severance Multiple times the sum of (A) Executive’s then current Base Salary (or, in the case of a termination for Good Reason as defined in Section 1(o)(ii), the Base Salary in effect immediately prior to the diminution in Base Salary giving rise to termination), plus (B) the greater of Executive’s Target Annual Bonus for the fiscal year in which the Date of Termination occurs or Executive’s actual Annual Bonus for the fiscal year prior to the fiscal year in which the Date of Termination occurs Severance Formula (such aggregate payment, the “Non-CIC Severance Amount”), payable in approximately equal monthly installments during the 24-month period following the Date of Termination, commencing on the first payroll date to occur after the 60th day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(a)(ii6(a)(iii) between the Date of Termination and the first payroll date to occur after the 60th day following the Date of Termination; and (iiiiv) if Executive elects to continue participation in any group medical, dental, visionv1s10n, and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then for a period of 18 months after the Date of Termination (the “Health Benefits Continuation Period”’’), Bank shall pay to Executive an amount in cash equal to the COBRA cost of such coverage; provided, however, that (1) that if Executive becomes eligible to receive medical benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse through the spouse’s employer), Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (2) the Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (3) the Bank-paid portion of the monthly premium for such LEGAL02/43757235v4 group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (4) during the Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (5) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (6) Executive’s rights pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. The benefit described in this Section 6(a)(iii) is referred to as the “Health Coverage Benefit;” and” (ivv) to the extent not theretofore paid or provided, Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract, or agreement of Bank and its affiliated companies and in accordance with the terms thereof, including, but not limited to, any expense reimbursements and accrued but unused vacation (which shall be paid out, if at all, in accordance with Bank’s then current written policy regarding accrual and payment for unused vacation pay) (such amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (v) Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed a separation and full release of claims/covenant not to xxx in substantially the form attached hereto as Exhibit A (the “Release Agreement”) and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount and the Health Coverage Benefit shall cease immediately upon Executive’s breach thereof.; and (vi) Additionally, unless an the applicable award agreement for an equity award granted after the Effective Date of this Agreement expressly states that this provision shall not applyprovides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall not be forfeited on Executive’s Date of Termination and shall become fully vested (to the extent not previously vested) on as soon as possible but not later than the 60th day after the Date of Termination. In the case of any equity; and (B) Executive’s then outstanding performance-based equity awards the scheduled vesting of which isshall remain outstanding and shall vest, in whole or whole, in part, contingent upon or not at all, on a pro rata basis based on the level of achievement of one or more applicable performance goalsmetrics (with such pro rata portion determined by multiplying the earned award by a fraction, such performance goals the numerator of which shall be deemed the number of months elapsed in the applicable performance period prior to the Date of Termination, and the denominator shall be fully achieved at the maximum potential targetnumber of months in the applicable performance period). The accelerated vesting that occurs pursuant to the terms treatment of equity awards described in this clause (viSection 6(A)(vi) is herein hereinafter referred to as the “Accelerated VestingNon-CIC Equity Award Treatment”.” To the extent necessary, this provision shall be deemed an amendment of each outstanding equity-based award.

Resignation for Good Reason; Termination Other Than for Cause, Death, or Disability. During the Term, if (x) Employer terminates Executive’s employment other than for Cause, death, or Disability, or (y) Executive terminates employment for Good Reason, then: (i) Bank shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Base Salary through the Date of Termination to the extent not theretofore paid (the “Accrued Salary”); and (ii) subject to Section 12 hereof, Bank shall pay to Executive an amount equal to two one times the sum of (A) Executive’s then current Base Salary (or, in the case of a termination for Good Reason as defined in Section 1(o)(ii), the Base Salary in effect immediately prior to the diminution in Base Salary giving rise to termination), plus (B) the greater of Executive’s Target Annual Bonus for the fiscal year in which the Date of Termination occurs or Executive’s actual Annual Bonus for the fiscal year prior to the fiscal year in which the Date of Termination occurs (such aggregate payment, the “Severance Amount”), payable in approximately equal monthly installments during the 2412-month period following the Date of Termination, commencing on the first payroll date to occur after the 60th day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(a)(ii) between the Date of Termination and the first payroll date to occur after the 60th day following the Date of Termination; and (iii) if Executive elects to continue participation in any group medical, dental, vision, and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then for a period of 18 12 months after the Date of Termination (the “Health Benefits Continuation Period”), Bank shall pay to Executive an amount in cash equal to the COBRA cost of such coverage; provided, however, that (1) that if Executive becomes eligible to receive medical benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse through the spouse’s employer), Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (2) the Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (3) the Bank-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (4) during the Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (5) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (6) Executive’s rights pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. The benefit described in this Section 6(a)(iii) is referred to as the “Health Coverage Benefit;” and (iv) to the extent not theretofore paid or provided, Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract, or agreement of Bank and its affiliated companies and in accordance with the terms thereof, including, but not limited to, any expense reimbursements and accrued but unused vacation (which shall be paid out, if at all, in accordance with Bank’s then current written policy regarding accrual and payment for unused vacation pay) (such amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (v) Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed a separation and full release of claims/covenant not to xxx in substantially the form attached hereto as Exhibit A (the “Release Agreement”) and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount and the Health Coverage Benefit shall cease immediately upon Executive’s breach thereof. (vi) Additionally, unless an award agreement for an equity award granted after the Effective Date of this Agreement expressly states that this provision shall not apply, all of Executive’s then outstanding equity-based awards shall not be forfeited on Executive’s Date of Termination and shall become fully vested (to the extent not previously vested) on the 60th day after the Date of Termination. In the case of any equity-based awards the scheduled vesting of which is, in whole or in part, contingent upon the achievement of one or more performance goals, such performance goals shall be deemed to be fully achieved at the maximum potential target. The accelerated vesting that occurs pursuant to the terms of this clause (vi) is herein referred to as the “Accelerated Vesting.” To the extent necessary, this provision shall be deemed an amendment of each outstanding equity-based award.

Resignation for Good Reason; Termination Other Than for Cause, Death, or Disability. During the Term, if (x) Employer terminates Executive’s employment other than for Cause, death, or Disability, or (y) Executive terminates employment for Good Reason, then. subject to Section 6(f) hereof: (i) Bank shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Base Salary through the Date of Termination to the extent not theretofore paid (the “Accrued Salary”); and (ii) Bank shall pay to Executive in a lump sum in cash a prorated Annual Bonus for the year in which the Date of Termination occurs based on the level of achievement of applicable performance metrics (with such pro rata portion determined by multiplying the earned Annual Bonus by a fraction, the numerator of which shall be the number of months elapsed in the applicable calendar year prior to the Date of Termination, and the denominator shall be twelve (12)) (the “Prorated Annual Bonus”), payable at the same time that annual bonuses are paid to Peer Executives; (iii) subject to Section 12 hereof, Bank shall pay to Executive an amount equal to two the Non-CIC Severance Multiple times the sum of (A) Executive’s then current Base Salary (or, in the case of a termination for Good Reason as defined in Section 1(o)(ii), the Base Salary in effect immediately prior to the diminution in Base Salary giving rise to termination), plus (B) the greater of Executive’s Target Annual Bonus for the fiscal year in which the Date of Termination occurs or Executive’s actual Annual Bonus for the fiscal year prior to the fiscal year in which the Date of Termination occurs Severance Formula (such aggregate payment, the “Non-CIC Severance Amount”), payable in approximately equal monthly installments during the 24-month period following the Date of Termination, commencing on the first payroll date to occur after the 60th day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(a)(ii6(a)(iii) between the Date of Termination and the first payroll date to occur after the 60th day following the Date of Termination; and (iiiiv) if Executive elects to continue participation in any group medical, dental, vision, and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then for a period of 18 months after the Date of Termination (the “Health Benefits Continuation Period”’’), Bank shall pay to Executive an amount in cash equal to the COBRA cost of such coverage; provided, however, that (1) that if Executive becomes eligible to receive medical benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse through the spouse’s employer), Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (2) the Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (3) the Bank-paid portion of the monthly premium for such LEGAL02/43757235v4 group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (4) during the Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (5) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (6) Executive’s rights pursuant to this Section 6(a)(iii6(a)(iv) shall not be subject to liquidation or exchange for another benefit. The benefit described in this Section 6(a)(iii6(a)(iv) is referred to as the “Health Coverage Benefit;” and” (ivv) to the extent not theretofore paid or provided, Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract, or agreement of Bank and its affiliated companies and in accordance with the terms thereof, including, but not limited to, any expense reimbursements and accrued but unused vacation (which shall be paid out, if at all, in accordance with Bank’s then current written policy regarding accrual and payment for unused vacation pay) (such amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (v) Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed a separation and full release of claims/covenant not to xxx in substantially the form attached hereto as Exhibit A (the “Release Agreement”) and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount and the Health Coverage Benefit shall cease immediately upon Executive’s breach thereof.; and (vi) Additionally, unless an the applicable award agreement for an equity award granted after the Effective Date of this Agreement expressly states that this provision shall not applyprovides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall not be forfeited on Executive’s Date of Termination and shall become fully vested (to the extent not previously vested) on as soon as possible but not later than the 60th day after the Date of Termination. In the case of any equity; and (B) Executive’s then outstanding performance-based equity awards the scheduled vesting of which isshall remain outstanding and shall vest, in whole or whole, in part, contingent upon or not at all, on a pro rata basis based on the level of achievement of one or more applicable performance goalsmetrics (with such pro rata portion determined by multiplying the earned award by a fraction, such performance goals the numerator of which shall be deemed the number of months elapsed in the applicable performance period prior to the Date of Termination, and the denominator shall be fully achieved at the maximum potential targetnumber of months in the applicable performance period). The accelerated vesting that occurs pursuant to the terms treatment of equity awards described in this clause (viSection 6(A)(vi) is herein hereinafter referred to as the “Accelerated VestingNon-CIC Equity Award Treatment”.” To the extent necessary, this provision shall be deemed an amendment of each outstanding equity-based award.

Resignation for Good Reason; Termination Other Than for Cause, Death, or Disability. During the Term, Term if (x) Employer terminates Executive’s employment other than for Cause, death, or Disability, or (y) Executive terminates employment for Good Reason, then, subject to Section 6(f) hereof: (i) Bank shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Bank Executive’s Base Salary through the Date of Termination to the extent not theretofore paid (the “Accrued Salary”); and (ii) Bank shall pay to Executive in a lump sum in cash a prorated Annual Bonus for the year in which the Date of Termination occurs based on the level of achievement of applicable performance metrics (with such pro rata portion determined by multiplying the earned Annual Bonus by a fraction, the numerator of which shall be the number of months elapsed in the applicable calendar year prior to the Date of Termination, and the denominator shall be twelve (12)) (the “Prorated Annual Bonus”), payable at the same time that annual bonuses are paid to Peer Executives; (iii) subject to Section 12 hereof, Bank shall pay to Executive an amount equal to two the Non-CIC Severance Multiple times the sum of (A) Executive’s then current Base Salary (or, in the case of a termination for Good Reason as defined in Section 1(o)(ii), the Base Salary in effect immediately prior to the diminution in Base Salary giving rise to termination), plus (B) the greater of Executive’s Target Annual Bonus for the fiscal year in which the Date of Termination occurs or Executive’s actual Annual Bonus for the fiscal year prior to the fiscal year in which the Date of Termination occurs Severance Formula (such aggregate payment, the “Non-CIC Severance Amount”), payable in approximately equal monthly installments during the 24-month period following the Date of Termination, commencing on the first payroll date to occur after the 60th day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(a)(ii6(a)(iii) between the Date of Termination and the first payroll date to occur after the 60th day following the Date of Termination; and (iiiiv) if Executive elects to continue participation in any group medical, dental, vision, and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then for a period of 18 months after the Date of Termination (the “Health Benefits Continuation Period”), Bank shall pay to Executive an amount in cash equal to the COBRA cost of such coverage; provided, however, that (1l) that if Executive becomes eligible to receive medical benefits LEGAL02/43756981v3 under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse through the spouse’s employer), Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (2) the Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (3) the Bank-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (4) during the Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (5) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (6) Executive’s rights pursuant to this Section 6(a)(iii6(a)(iv) shall not be subject to liquidation or exchange for another benefit. The benefit described in this Section 6(a)(iii6(a)(iv) is referred to as the “Health Coverage Benefit;” and (ivv) to the extent not theretofore paid or provided, Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract, or agreement of Bank and its affiliated companies and in accordance with the terms thereof, including, but not limited to, any expense reimbursements and accrued but unused vacation (which shall be paid out, if at all, in accordance with Bank’s then current written policy regarding accrual and payment for unused vacation pay) (such amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (v) Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed a separation and full release of claims/covenant not to xxx in substantially the form attached hereto as Exhibit A (the “Release Agreement”) and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount and the Health Coverage Benefit shall cease immediately upon Executive’s breach thereof.; and (vi) Additionally, unless an the applicable award agreement for an equity award granted after the Effective Date of this Agreement expressly states that this provision shall not applyprovides otherwise, (A) all of Executive’s then outstanding time-based equity-based awards shall not be forfeited on Executive’s Date of Termination and shall become fully vested (to the extent not previously vested) on as soon as possible but not later than the 60th day after the Date of Termination. In the case of any equity; and (B) Executive’s then outstanding performance-based equity awards the scheduled vesting of which isshall remain outstanding and shall vest, in whole or whole, in part, contingent upon or not at all, on a pro rata basis based on the level of achievement of one or more applicable performance goalsmetrics (with such pro rata portion determined by multiplying the earned award by a fraction, such performance goals the numerator of which shall be deemed the number of months elapsed in the applicable performance period prior to the Date of Termination, and the denominator shall be fully achieved at the maximum potential targetnumber of months in the applicable performance period). The accelerated vesting that occurs pursuant to the terms treatment of equity awards described in this clause (viSection 6(a)(vi) is herein hereinafter referred to as the “Accelerated VestingNon-CIC Equity Award Treatment”.” To the extent necessary, this provision shall be deemed an amendment of each outstanding equity-based award.