Common use of Retention Bonus Clause in Contracts

Retention Bonus. You will be eligible for a lump sum cash payment on the first anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). You will be eligible for a lump sum cash payment on the second anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the retention bonuses as set forth above if your employment terminates prior to such applicable anniversary. In the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the First Year Retention Bonus, counting full months of employment with the Company from the Acquisition Date through such termination, and (ii) during the second twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereof.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. You will be eligible for a lump sum cash payment on (a) Subject to Sections 2(b), 2(c) and 2(d) below and your continued employment through the first anniversary of the Acquisition Determination Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). You will be eligible for a lump sum cash payment on the second anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the retention bonuses as set forth above if your employment terminates prior to such applicable anniversary. In the event of your Voluntary Termination for Good Reason (as defined below), you will be eligible to receive a Retention Bonus equal to the termination annual bonus you would have been eligible to receive under the Company’s Annual Incentive Plan based on the Company’s actual performance for 2023, as determined by the Compensation Committee of the Board of Directors (the “Committee”) following the completion of 2023, had you been a participant in the Annual Incentive Plan with a target bonus opportunity of up to 40% of your employment base salary (such amount as determined by the Committee, the “Retention Bonus”), which determination shall occur between January 1, 2024 and March 15, 2024 (the date of such determination, the “Determination Date”). The Retention Bonus, if any, will be paid in cash in a lump sum between January 1, 2025 and March 15, 2025. You will continue to be considered an employee of the Company other than for Justifiable Cause, or in purposes of this letter agreement if you are on a Company- approved leave of absence. (b) In the event of a Change in Control during 2024, subject to your death continued employment through the earlier of: (1) the Determination Date; or “permanent disability” as defined (2) the date of the Change in the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition DateControl, you will be eligible for to receive your Retention Bonus in cash in a pro rata portion lump sum within 10 days following the date of the First Year Change in Control. (c) In the event of your Involuntary Termination (as defined in the Employment Agreement) on or after the Determination Date but on or prior to the date you have received the Retention Bonus, counting full months of employment with the Company from the Acquisition Date through such termination, and (ii) during the second twelve month period following the Acquisition Date, you will be eligible for to receive your Retention Bonus in cash in a pro rata portion lump sum within 10 days following the effective date of your Release (as defined below). As a condition to your receipt of the Second Year Retention Bonus pursuant to this Section 2(c), you shall execute and not revoke a general release of all claims in favor of the Company and its affiliates (the “Release”) in the form attached to the Employment Agreement as Exhibit A. In the event the Release does not become effective within the 55-day period following the date of your Involuntary Termination, you shall not be entitled to the Retention Bonus, counting full months of . (d) If your employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately terminates prior to the Acquisition DateDetermination Date for any reason, but with respect then this letter agreement will terminate, and you will forfeit any right you may have to receive the First Year Retention Bonus only, determined without regard to clause (ii) thereofBonus.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. You will be eligible for a lump sum cash payment on the first anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of In consideration of, and subject to, your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). You will be eligible for a lump sum cash payment on the second anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the retention bonuses as set forth above if your employment terminates prior to such applicable anniversary. In the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the First Year Retention Bonus, counting full months of continued employment with the Company from during the Acquisition Term, the Company will pay you a Retention Bonus in the amount set forth on Exhibit A attached hereto. The Retention Bonus payable on February 15, 2002, is for services rendered during the year 2001. Retention Bonuses payable on December 31, 2002, and subsequent years are for services rendered during the year the Retention Bonus becomes payable. Retention Bonus payments will be made by the Company in the amounts set forth on Exhibit A as soon as practicable after each Payment Date through while you remain in the continued employ of the Company, but in no event shall such terminationpayments be made more than thirty (30) days after the respective Payment Dates; provided, however, that the Company shall not be obligated to make a Retention Bonus payment if the making of such payment would violate a covenant or give rise to a default under any agreement to which the Company is a party or by which it may be bound and, in such event, the Company shall defer the payment of such vested amount until payment is permitted under any such agreement. The right to receive a Retention Bonus payment is earned as of the Payment Date. Notwithstanding the foregoing, if there occurs a Qualifying Event during the Term of this Agreement and you are in the employ of the Company immediately prior to such Qualifying Event, any remaining Retention Bonus payments will be paid to you as soon as practicable, but in no event later than thirty (30) days following the date of such Qualifying Event. If (a) you are in the employ of the Company at the commencement of any voluntary or involuntary proceeding by or against the Company under the federal bankruptcy laws, and (iib) during the second twelve month period following the Acquisition Datethis Agreement is rejected (including confirmation of a deemed rejection )in such proceeding, you such rejection will be eligible for constitute a pro rata portion of the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect Qualifying Event immediately prior to the Acquisition Datecommencement of such proceeding for purposes of this Agreement, but with respect and you will be entitled to the First Year setoff your claim for any remaining Retention Bonus only, determined without regard to clause (ii) thereofpayments against the balance outstanding on your Executive Loan.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. If you (i) execute and return this letter agreement to the Company and (ii) continue to comply with your obligations under the Severance Agreement , you are eligible to receive an amount in stock and/or cash with an aggregate value equal to $766,500 (the “Retention Bonus”), subject to the terms and conditions described below. The Retention Bonus will be granted and/or payable to you in two installments as follows: · You will be eligible receive fully vested shares of common stock of the Company (“Common Stock”) in a number of shares calculated by dividing (a) one-third of the Retention Bonus, by (b) the volume-weighted average price per share of Common Stock based on the 20 trading days prior to the date of grant, rounded down to the nearest full share (the “Stock Payment”) on the first business day that is within the next available trading window following the Closing under the Company’s applicable trading policies. · If, and only if, your employment with the Company terminates for any reason (other than by the Company for Cause (as such term is defined in the Severance Agreement)) prior to the six month anniversary of the Approval (the “Retention Date”), you will receive a lump sum amount in cash equal to two-thirds of the Retention Bonus, less applicable taxes and withholding (the “Cash Payment”), on the first payroll date following the Retention Date. If your employment with the Company continues following Retention Date, or if the Company terminates your employment for Cause prior to the Retention Date, your right to receive the Cash Payment will terminate. · If, and only if, your employment with the Company continues through the Retention Date, instead of the Cash Payment, you will receive either (a) a number of restricted shares of Common Stock calculated by dividing (1) two-thirds of the Retention Bonus by (2) the volume-weighted average price per share of Common Stock based on the 20 trading days prior to the date of grant, rounded down to the nearest full share (the “Restricted Stock”) or (b) a restricted cash award in an amount equal to two-thirds of the Retention Bonus, less applicable taxes and withholding (the “Restricted Cash”), in each case, within 30 days of the Retention Date. The Company will have sole discretion regarding whether you will receive payment in the form of the Restricted Stock or the Restricted Cash. The Restricted Stock or the Restricted Cash, as the case may be, will vest over two years, with 50% vesting on the first anniversary of the Acquisition Date date of grant and the remainder vesting in equal quarterly installments thereafter (each, a “Vesting Date”), provided that you are remain employed by or providing services to the Company as of such date in an amount equal to through the sum of (i) 100% of your annual base salary in effect as of the Acquisition applicable Vesting Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). You will be eligible for a lump sum cash payment on the second anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the retention bonuses as set forth above if your employment terminates prior to such applicable anniversary. In the event of your Voluntary Termination for Good Reason (as defined below), the Upon termination of your employment by or service with the Company other than for Justifiable Cause, or in any reason prior to the event of your death or “permanent disability” as defined in the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition final Vesting Date, you will be eligible for a pro rata forfeit the unvested portion of the First Year Retention Bonusyour Restricted Stock or Restricted Cash, counting full months of employment with the Company from the Acquisition Date through such termination, and (ii) during the second twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereofapplicable.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. You will be eligible for a lump sum cash payment on the first anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal Subject to the sum terms of this Letter Agreement, you will receive a retention bonus of $13,000,000.00 (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). You will be eligible for , payable in a lump sum cash payment on following the second anniversary of the Acquisition Date Closing, except as provided that you are in the immediately following sentence. You must be employed by FCB until the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as second anniversary of the Acquisition Date, plus (ii) 100% of Closing to receive the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “Second Year Retention Bonus”). Except ; provided, however, that if FCB terminates your employment during the Term without Special Cause (as set forth defined below, you will not be eligible for the retention bonuses as set forth above if ) or your employment terminates prior to such applicable anniversary. In upon your Disability (as defined below) or death, or you terminate your employment during the event of your Voluntary Termination Term for Good Reason (as defined below), the Retention Bonus will become due and payable in accordance with this Letter Agreement. In all cases, payment of the Retention Bonus will be contingent upon your (or, in the case of your death, your estate’s) execution and non-revocation of a release substantially in the form of the release attached hereto as Exhibit B (the “Release”), which must be signed by you (or your estate) and returned to FCB within forty-five (45) days of your date of termination and become effective in accordance with its terms. The Retention Bonus will be paid to you (or your estate) within thirty (30) days after the Release becomes effective unless the 45-day period for your review and execution of the Release spans two calendar years, in which case you will be paid in the later calendar year. You acknowledge and agree that the Retention Bonus will be paid in lieu of any amounts that you would have been entitled to receive upon any qualifying termination of your employment under the CIT Employee Severance Plan (as amended at any time, including by that certain letter agreement between you and CIT dated as of October 15, 2020), that certain Offer Letter entered into by and between you and CIT effective as of November 1, 2015 (the Company “Offer Letter”), and any other than for Justifiable Causeseverance plans or programs of CIT or FCB, and you hereby expressly waive all rights to any payments and/or benefits under the CIT Employee Severance Plan (as amended), the Offer Letter, and any other such plans or in programs. For the event avoidance of your death or “permanent disability” as defined in the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition Datedoubt, you will not be eligible for a pro rata portion of the First Year Retention Bonus, counting full months of employment with the Company from the Acquisition Date through such terminationfor, and (ii) during the second twelve month period following the Acquisition Datewill not receive, you will be eligible for a pro rata portion any payments or benefits under any otherwise applicable severance plans or programs of the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereofFCB.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. You Subject to the terms and conditions set forth herein, you will be eligible for to earn a lump sum cash payment in the gross amount of $[•] (the “Retention Bonus”), subject to the Employer’s receipt of your countersignature on this Agreement and your compliance with this Agreement. The Employer shall advance the Retention Bonus to you, less applicable withholdings and deductions and subject to the clawback provisions described below, as soon as practicable after the Effective Date. You will earn and become fully vested in the Retention Bonus if, and only if: (a) you remain in the Employer’s employ from the Effective Date through the later of (i) the first anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Effective Date, plus and (ii) 100% if the Employer or any of its affiliates file voluntary petitions under title 11 of the annual bonus paid United States Code (the “Bankruptcy Code”) prior to you for the Company’s fiscal year ending December 31, 2008 (such sumfirst anniversary of the Effective Date, the date on which a plan of reorganization of the Employer or any of its affiliates under chapter 11 of the Bankruptcy Code is deemed effective pursuant to the terms of such plan of reorganization (the “First Year Retention BonusVesting Date”), or (b) your employment terminates due to your death or termination by the Employer due to Disability (as defined herein) or termination by the Employer without Cause (as defined herein), in each case prior to the Vesting Date, and you (or your estate) execute (and do not revoke) a customary general release in favor of the Employer and its affiliates and their officers, director, employees and agents, in a form reasonably acceptable to the Employer, within the timeframe designated by the Employer (which shall not be less than twenty-one days after the Employer presented such release). You agree that, in the event that your employment terminates prior to the Vesting Date for any reason other than a termination by the Employer without Cause or due to your death or Disability, or if you fail to provide the Employer with an effective release (as described above), you will be eligible for a lump sum cash payment on repay to the second anniversary Employer, within ten (10) days of demand by the Employer, the entire amount of the Acquisition Date provided that you are employed by the Company as of such date Retention Bonus; provided, however, that, in an amount equal to the sum of (i) 100% of your annual base salary in effect as view of the Acquisition Datemechanics of tax reporting and withholding with respect to compensation that is clawed back, plus if the repayment occurs in 2019, you must repay the net (iiafter-tax) 100% amount of the annual bonus Retention Bonus paid to you, and if the repayment occurs in 2020 (or thereafter) you for must repay the Company’s fiscal year ending December 31, 2008 (such sum, entire gross amount of the “Second Year Retention Bonus”). Except as set forth belowFor the avoidance of doubt, if the Employer terminates your employment without Cause, you will not be eligible for required to repay to the retention bonuses as set forth above if your employment terminates prior to such applicable anniversary. In the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition Date, you will be eligible for a pro rata Employer any portion of the First Year Retention Bonus, counting full months of employment with provided that you execute (and do not revoke) the Company from the Acquisition Date through such termination, and (ii) during the second twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereofgeneral release described above.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. Subject to the terms and conditions set forth herein, you will receive a cash lump sum payment in the amount of $___________ (the “Retention Bonus”), payable within 3 days following the Effective Date. You agree that in the event your employment with the Company terminates before January 1, 2022 for any reason other than a Qualifying Termination (the “Retention Date”), you will be eligible for required to repay all or a lump sum cash payment on the first anniversary portion of the Acquisition Retention Bonus to the Company within ten (10) business days of such termination (the “Clawback Amount”). For purposes of this Agreement, the Clawback Amount shall be: (a) in the event of a voluntary termination, the Clawback Amount will be a pro-rata portion of the Retention Bonus based upon the portion of the service period that has elapsed prior to the Retention Date provided (for example, if you remain employed for 90% of the period between the Effective Date and the Retention Date before your voluntary termination, the Clawback Amount will be 10% of the Retention Bonus); or (b) in the event of a termination for “Cause” (as defined below) or for any other termination that is not a Qualifying Termination, the Clawback Amount will be 100% of the Retention Bonus. For the sake of clarity, you will not be required to repay the Retention Bonus if (i) you are terminated in a Qualifying Termination or (ii) you are employed by the Company as on the Retention Date. At the option of such date in an the Company, all or part of the amount equal to be re-paid to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). You will Company may be eligible for a lump sum cash payment on the second anniversary of the Acquisition Date provided that you are employed deducted from any amounts owed by the Company or any of its subsidiaries to you, including without limitation, any amounts owed as of such date in an amount equal to the sum of (i) 100% wages, salary, bonuses, equity or other incentive compensation or awards, expense reimbursements, and any other remuneration due for or on account of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the retention bonuses as set forth above if your employment terminates prior to such applicable anniversary. In the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the First Year Retention Bonus, counting full months of employment with the Company from the Acquisition Date through or any subsidiary, provided, however, that no such termination, and (ii) during the second twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence deduction shall be made within 10 business days of such termination. If to the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid extent that it would result in a tax being owed pursuant to you or otherwise determined by the Company as Section 409A of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereofCode.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. You will be eligible for a lump sum cash payment on the first anniversary In recognition of the Acquisition Date provided that you are employed by your commitment to the Company as of such date and ongoing dedication to its success, the Company is offering you a one-time special cash retention bonus in an amount equal to $500,0001 (the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year "Retention Bonus”"). You will The Retention Bonus is subject to your continued employment with the Company through March 1, 2019 (the "Retention Date") and shall be eligible for paid in a lump sum cash payment on within 15 days after the second anniversary of the Acquisition Date provided Retention Date, provided, however, that you are employed if your employment is terminated by the Company without Cause (as of such date defined in an amount equal the Participation Letter) (and other than due to your death or Disability (as defined in the sum of (iParticipation Letter)) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to or you for the Company’s fiscal year ending December 31, 2008 (such sum, the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the retention bonuses as set forth above if resign your employment terminates prior to such applicable anniversary. In the event of your Voluntary Termination for Good Reason (as defined belowin the Participation Letter), in either case prior to the termination Retention Date and you satisfy the requirements for receiving any Severance Benefits in accordance with the terms of the Participation Letter, including your employment by the Company other than for Justifiable Cause, or execution and non-revocation of a release of claims in the event form attached as an exhibit to the Participation Letter, a pro-rated amount of your death or “permanent disability” the Retention Bonus (which will be based on the number of months (rounded up to the nearest whole month) you remained employed following the date of this Retention Bonus Letter) will be paid to you (the "Pro-Rated Retention Bonus"), in addition to such Severance Benefits, at the same time as the Cash Severance (as defined in the Company’s longParticipation Letter) is paid to you. For the avoidance of doubt, the Pro-term disability policy (i) during the first twelve month period following the Acquisition Date, you Rated Retention Bonus will be eligible for a pro rata portion of the First Year Retention Bonus, counting full months of employment with the Company from the Acquisition Date through such termination, and (ii) during the second twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you in the event you do not receive certain Severance Benefits as a result of the application of Section 7 of the Participation Letter, provided that you execute and do not revoke a release of claims in the form attached as an exhibit to the Participation Letter. The Retention Bonus is a special payment to you and will not be taken into account in computing the amount of salary or otherwise determined compensation for purposes of determining any bonus, incentive, severance, notice, redundancy, pension, retirement, death or other benefit under any benefit plan or compensation arrangement of the Company, except as expressly required by the Company as terms of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008such other plan or arrangement. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereof1 Excludes SERP participants.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. You will be are eligible for to earn a lump sum cash payment on retention bonus in the amount of $403,000 (the “Retention Bonus”), payable in two equal installments of $201,500 (each, a separate “Retention Bonus Payment”) in accordance with the terms set forth herein. In order to earn the first anniversary of Retention Bonus Payment (the Acquisition Date provided that “First Retention Bonus Payment”) you are must: (i) remain employed by the Company as of such date on a full-time basis in an amount equal to good standing through June 30, 2021 (the sum of (i) 100% of your annual base salary in effect as of the Acquisition “First Retention Date, plus ”); and (ii) 100% execute, return and allow to become effective the Release Agreement attached hereto as Exhibit A (the “Retention Release”) within seven (7) days of the annual bonus paid Effective Date (as set forth above). The First Retention Bonus Payment will be advanced to you for the Company’s fiscal year ending December 31, 2008 within seven (such sum, the “First Year Retention Bonus”). You will be eligible for a lump sum cash payment on the second anniversary 7) days of the Acquisition Date Effective Date, provided that the Company has received and you have not revoked the signed Retention Release by such date; provided further, however, that if you are employed terminated by the Company for Cause (as of such date in an amount equal to the sum of (idefined below) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you or resign for the Company’s fiscal year ending December 31, 2008 (such sum, the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the retention bonuses as set forth above if your employment terminates prior to such applicable anniversary. In the event of your Voluntary Termination for any reason other than Good Reason (as defined below), ) prior to the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition First Retention Date, you will not have earned the First Retention Bonus Payment previously advanced to you and will be eligible obligated to, and hereby agree to, repay the net, after-tax amount of the First Retention Bonus Payment advanced to you on or before the termination date. You agree that if you are obligated to repay the First Retention Bonus Payment, the Company may deduct, in accordance with applicable law, amounts you are required to repay to the Company from any payments the Company owes you, including but not limited to any regular payroll amount and any expense payments. You further agree to pay to the Company, within thirty (30) days of your effective termination date, any remaining unpaid balance of the unearned First Retention Bonus Payment not covered by such deductions. For avoidance of doubt, if you are terminated by the Company without Xxxxx or resign for a pro rata Good Reason at any time, you will not be obligated to repay any portion of the First Year Retention BonusBonus Payment. In order to earn the second Retention Bonus Payment (“Second Retention Bonus Payment”), counting full months of employment with you must (i) remain employed by the Company from on a full-time basis in good standing through the Acquisition Date through earlier of (x) December 31, 2021 or (y) the closing of a Change in Control (as defined in Section 10(b) below) (such termination, applicable date being the “Second Retention Date”); and (ii) during execute, return and allow to become effective the second twelve month period Updated Release attached hereto as Exhibit B (the “Updated Release”) within seven (7) days following the Acquisition Second Retention Date. The Second Retention Bonus Payment, you if earned, will be eligible for a pro rata portion of paid within seven (7) days following the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such terminationDate. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments Each earned Retention Bonus Payment under this Section 8 shall 3(c) will be net of any paid subject to applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereofpayroll withholdings and deductions.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. You will be eligible In addition, if you (1) do not resign (for a lump sum cash payment on the first anniversary of the Acquisition Date provided that you any reason) and are employed not terminated by the Company for Cause (as defined in your Executive Severance Agreement) prior to the Retention Date, (2) cooperate fully in transitioning your job, (3) agree to the terms of such date in this Agreement and timely sign, return, and do not revoke it, and (4) timely sign, return, and do not revoke the Supplemental Release attached hereto as Exhibit A, the Company will provide you with a retention bonus (the “Retention Bonus”). The Retention Bonus will be calculated as follows: (1) if your successor commences employment on or before April 2, 2022, the Retention Bonus will be an aggregate amount equal to the sum of (i) 10025% of your annual base salary at the annualized rate in effect as of the Acquisition Datedate hereof, plus (ii) 100% of the annual bonus paid to you for in approximately equal installments over the Company’s fiscal year ending December 31course of the three (3) months following the Retention Date; or (2) if your successor commences employment after April 2, 2008 (such sum2022, the “First Year Retention Bonus”). You Bonus will be eligible for a lump sum cash payment on the second anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an aggregate amount equal to the sum of (i) 10050% of your annual base salary at the annualized rate in effect as of the Acquisition Datedate hereof, plus (ii) 100% of the annual bonus paid to you for in approximately equal installments over the course of the six (6) months following the Retention Date. The Retention Bonus will be paid to you in accordance with the Company’s fiscal year ending December 31regular payroll practices, 2008 (such sum, beginning on the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the retention bonuses as set forth above if your employment terminates prior to such applicable anniversary. In the event first regularly scheduled payroll date of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company following the date on which the Supplemental Release becomes effective in accordance with its terms. The Company will pay the Retention Bonus only after you have timely executed the Supplement Release, attached hereto as Exhibit A, that is not revoked as provided herein. The Retention Bonus payment is not considered compensation for purposes of the Company’s 401(k) or other than for Justifiable Causeretirement plans. For avoidance of doubt, or in the event of your death or “permanent disability” as defined in that you are terminated without Cause before the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition Retention Date, you will be eligible for a pro rata portion of are not entitled to the First Year Retention Bonus, counting full months and your Executive Severance Agreement will govern the terms of employment with the Company you departure from the Acquisition Date through Company. The Company may withhold from any and all amounts payable under this Agreement such terminationfederal, state and (ii) during the second twelve month period following the Acquisition Date, you will local taxes as may be eligible for a pro rata portion of the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment required to be withheld pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereoflaw or regulation.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. You (a) Subject to the terms of, and except as otherwise provided in, this Section 3, you will be eligible for to receive a lump sum cash payment on the first anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of bonus (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). You will be , consisting of: (1) the annual bonus you would have been eligible for a lump sum cash payment to receive under the Company’s Annual Incentive Plan based on the second anniversary of the Acquisition Date provided that you are employed Company’s actual performance for 2023, as determined by the Company as Committee following the completion of such date 2023, had you been a participant in an amount equal the Annual Incentive Plan with a target bonus opportunity of up to the sum of (i) 10050% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 Previous Salary (such sumamount as determined by the Committee, the “Second Year Performance Retention BonusComponent”). Except as set forth below, you will not be eligible for which determination shall occur between January 1, 2024 and March 15, 2024 (the retention bonuses as set forth above if your employment terminates prior to date of such applicable anniversary. In the event of your Voluntary Termination for Good Reason (as defined below)determination, the termination “Determination Date”); and (2) a potential additional cash amount (such amount, the “Cash Retention Component”) equal to: (x) $334 multiplied by; (y) the number of your employment by calendar days elapsed from April 1, 2023 through the Company other than for Justifiable Cause, or earlier of: (a) a Change in the event of your death or “permanent disability” Control (as defined in the Company’s long-term disability policy Employment Agreement); and (ib) during the first twelve month period following date your employment terminates. (b) Except as provided in Sections 3(c) and 3(d), if your employment terminates: (1) prior to January 1, 2024, then this letter agreement will terminate and you will forfeit any right you may have to receive the Acquisition Retention Bonus; (2) between January 1, 2024 and the Determination Date, you will be eligible for a pro rata portion to receive only the Cash Retention Component of the First Year Retention Bonus, counting full months of . If you continue employment with through the Company from the Acquisition Date through such termination, and (ii) during the second twelve month period following the Acquisition Determination Date, you will be eligible for a pro rata portion to receive both the Performance Retention Component and Cash Retention Component of the Second Year your Retention Bonus. The Retention Bonus, counting full months if any, payable pursuant to this Section 3(b) will be paid in cash in a lump sum between January 1, 2025 and March 15, 2025. You will continue to be considered an employee of employment with the Company from for purposes of this letter agreement if you are on a Company-approved leave of absence. (c) In the first anniversary event of your Involuntary Termination or, subject to your continued employment through the date of a Change in Control, a Change in Control, in each case on or prior to the Determination Date, you will be eligible to receive only the Cash Retention Component of the Acquisition Date through such terminationRetention Bonus, which will be paid in accordance with Section 3(e). Any prorated payment pursuant If a Change in Control occurs on or prior to December 31, 2023, you shall again be eligible to receive an annual bonus for 2023 in accordance with Section 3(b) of your Employment Agreement and subject to the preceding sentence shall be made within 10 business days terms of such termination. If the annual bonus payment for the Company’s fiscal year ending Annual Incentive Plan. (d) In the event of a Change in Control between the Determination Date and December 31, 2008 has 2024, subject to your continued employment through the date of such Change in Control, you will be eligible to receive both the Performance Retention Component and Cash Retention Component of the Retention Bonus, which will be paid in accordance with Section 3(e). (e) In the event you are eligible to receive a Retention Bonus as a result of a Change in Control, such Retention Bonus shall be paid 10 days following the date of such Change in Control. In the event you are eligible to receive a Retention Bonus as a result of your Involuntary Termination, you will be eligible to receive your Retention Bonus in cash in a lump sum within 10 days following the effective date of your Release (as defined below). As a condition to your receipt of any Retention Bonus resulting from your Involuntary Termination, you shall execute and not been paid to you or otherwise determined by revoke a general release of all claims in favor of the Company and its affiliates (the “Release”) in the form attached to the Employment Agreement as of Exhibit A. In the event the Release does not become effective within the 55-day period following the date the prorated payment is dueof your Involuntary Termination, the prorated payment you shall not be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior entitled to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereofBonus.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. You In addition to the Base Salary, you will be eligible for to earn a lump sum cash payment on bonus in the first anniversary aggregate amount of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal Two Million and One Hundred Thousand Dollars ($2,100,000), subject to the sum of applicable withholdings and deductions (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). You will be eligible for a lump sum to receive the Retention Bonus in three equal cash payment installments of Seven Hundred Thousand Dollars ($700,000). The Company advanced you the first installment of the Retention Bonus on August 18, 2021, and you earned such first installment of the Retention Bonus when you remained continuously employed with the Company through the one-year anniversary of your Employment Start Date. The Company advanced you the second installment of the Retention Bonus on September 2, 2022 and you will earn such second installment of the Retention Bonus if you remain continuously employed with the Company through the second anniversary of your Employment Start Date. If prior to the second anniversary of the Acquisition Date provided that Employment Start Date, you are cease to be employed by with the Company as of such date in an amount equal to the sum of for any reason other than by (i) 100% of your annual base salary in effect Involuntary Termination (as of the Acquisition Date, plus defined below) or (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the retention bonuses as set forth above if your employment terminates prior to such applicable anniversary. In the event reason of your Voluntary Termination for Good Reason death or Disability (as defined below), you have an obligation to and agree to repay to the termination Company, within thirty (30) days of your employment by termination date, such second installment of the Retention Bonus, pro-rated based on the portion of the one (1) year period following the first anniversary of your Employment Start Date remaining between your employment termination date and the second anniversary of your Employment Start Date. The Company will advance you the third installment of the Retention Bonus within sixty (60) calendar days following the second anniversary of your Employment Start Date and you will earn such third installment of the Retention Bonus if you remain continuously employed with the Company through the third anniversary of your Employment Start Date. If prior to the third anniversary of the Employment Start Date, you cease to be employed with the Company for any reason other than for Justifiable Cause, by (i) Involuntary Termination (as defined below) or in the event (ii) reason of your death or “permanent disability” Disability (as defined in below), you have an obligation to and agree to repay to the Company’s long, within thirty (30) days of your employment termination date, such third installment of the Retention Bonus, pro-term disability policy rated based on the portion of the one (1) year period following the second anniversary of your Employment Start Date remaining between your employment termination date and the third anniversary of your Employment Start Date. If you cease to be employed with the Company prior to the date on which any portion of the Retention Bonus is paid to you for any reason other than (i) during by Involuntary Termination or (ii) by reason of your death or Disability, you will forfeit and have no right to any portion of the first twelve month period following Retention Bonus that has not yet been paid to you as of such termination of employment. Upon your Involuntary Termination or your termination of employment by reason of your death or Disability prior to the Acquisition second anniversary of your Employment Start Date, you will be eligible for a pro rata paid any remaining portion of the First Year Retention BonusBonus that you have not previously received, counting full months of employment with the Company from the Acquisition Date through such terminationin a lump sum within sixty (60) calendar days following your Involuntary Termination, and (ii) during the second twelve month period following the Acquisition Datedeath or Disability, you will be eligible for a pro rata portion as applicable, conditioned upon your satisfaction of the Second Year Release Condition (described below). Except as otherwise provided in this Section 2, no Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual Bonus or other cash bonus payment for the Company’s fiscal year ending December 31, 2008 has not been amounts paid to you to date shall be forfeited or otherwise determined clawed back by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereofCompany.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. You (a) Subject to the terms and conditions set forth herein, the Company (or other applicable member of the Company Group) will be eligible for pay you a lump sum cash payment in the amount of $[Amount], less any applicable withholdings and deductions (the “Retention Bonus”), with such payment to be made within [1] day following the Execution Date. Once paid to you, the Retention Bonus will vest and become non-forfeitable on March 31, 2025 (the first anniversary “Vesting Date”). (b) Notwithstanding anything to the contrary contained herein, in the event of your Qualifying Termination before the Vesting Date, provided that you have not breached your confidentiality obligation in Section 3 below (any such breach, a “Confidentiality Breach”) and subject to satisfying the Release Requirement, you will not be required to repay to the Company any portion of the Acquisition Retention Bonus. You agree that in the event of (i) termination of your employment prior to the Vesting Date provided due to any reason other than a Qualifying Termination, including without limitation your resignation of employment for any reason, or (ii) a Confidentiality Breach, in each case of (i) and (ii), you will be required to repay to the Company, within 10 days following the Company’s written notice to you of your repayment obligation, 100% of the After-Tax Value of the Retention Bonus. The Company will specify the precise amount to be repaid when providing you with notice of your repayment obligation. You hereby authorize the applicable member of the Company Group, to the maximum extent permitted by law and without further notice to or authorization by you, to withhold from any wages, final pay, severance pay, or annual bonus with respect to 2024, as applicable, that may become payable by the applicable member of the Company Group to you, all such amounts as are sufficient to satisfy your repayment obligations in whole or in part. You understand that if you do not repay the entire After-Tax Value of the Retention Bonus within the above-described 10-day period (or if any portion of the After Tax-Value of the Retention Bonus is not otherwise withheld pursuant to the immediately foregoing sentence), the Company will be additionally entitled to recover from you any costs incurred in enforcing this Agreement, including attorney’s fees and court costs. (c) For the sake of clarity, you will not be required to repay any portion of the Retention Bonus if you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as applicable member of the Acquisition Company Group through the Vesting Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). You will be eligible for a lump sum cash payment on the second anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the retention bonuses as set forth above if your employment terminates prior to such applicable anniversary. In the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the First Year Retention Bonus, counting full months of employment with the Company from the Acquisition Date through such termination, and (ii) during the second twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 Confidentiality Breach has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereofoccurred.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. You will be are eligible for to earn a lump sum cash payment on retention bonus in the amount of $630,000 (the “Retention Bonus”), payable in two equal installments of $315,000 (each, a separate “Retention Bonus Payment”) in accordance with the terms set forth herein. In order to earn the first anniversary of Retention Bonus Payment (the Acquisition Date provided that “First Retention Bonus Payment”) you are must: (i) remain employed by the Company as of such date on a full-time basis in an amount equal to good standing through June 30, 2021 (the sum of (i) 100% of your annual base salary in effect as of the Acquisition “First Retention Date, plus ”); and (ii) 100% execute, return and allow to become effective the Release Agreement attached hereto as Exhibit A (the “Retention Release”) within seven (7) days of the annual bonus paid Effective Date (as set forth above). The First Retention Bonus Payment will be advanced to you for the Company’s fiscal year ending December 31, 2008 within seven (such sum, the “First Year Retention Bonus”). You will be eligible for a lump sum cash payment on the second anniversary 7) days of the Acquisition Date Effective Date, provided that the Company has received and you have not revoked the signed Retention Release by such date; provided further, however, that if you are employed terminated by the Company for Cause (as of such date in an amount equal to the sum of (idefined below) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you or resign for the Company’s fiscal year ending December 31, 2008 (such sum, the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the retention bonuses as set forth above if your employment terminates prior to such applicable anniversary. In the event of your Voluntary Termination for any reason other than Good Reason (as defined below), ) prior to the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition First Retention Date, you will not have earned the First Retention Bonus Payment previously advanced to you and will be eligible obligated to, and hereby agree to, repay the net, after-tax amount of the First Retention Bonus Payment advanced to you on or before the termination date. You agree that if you are obligated to repay the First Retention Bonus Payment, the Company may deduct, in accordance with applicable law, amounts you are required to repay to the Company from any payments the Company owes you, including but not limited to any regular payroll amount and any expense payments. You further agree to pay to the Company, within thirty (30) days of your effective termination date, any remaining unpaid balance of the unearned First Retention Bonus Payment not covered by such deductions. For avoidance of doubt, if you are terminated by the Company without Xxxxx or resign for a pro rata Good Reason at any time, you will not be obligated to repay any portion of the First Year Retention BonusBonus Payment. In order to earn the second Retention Bonus Payment (“Second Retention Bonus Payment”), counting full months of employment with you must (i) remain employed by the Company from on a full-time basis in good standing through the Acquisition Date through earlier of (x) December 31, 2021 or (y) the closing of a Change in Control (as defined in Section 10(b) below) (such termination, applicable date being the “Second Retention Date”); and (ii) during execute, return and allow to become effective the second twelve month period Updated Release attached hereto as Exhibit B (the “Updated Release”) within seven (7) days following the Acquisition Second Retention Date. The Second Retention Bonus Payment, you if earned, will be eligible for a pro rata portion of paid within seven (7) days following the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such terminationDate. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments Each earned Retention Bonus Payment under this Section 8 shall 3(c) will be net of any paid subject to applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereofpayroll withholdings and deductions.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. You will be eligible for a lump sum cash payment on the first anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal Subject to the sum terms of this Letter Agreement, you will receive a retention bonus in the amount set forth on Schedule A (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). You will be eligible for a lump sum cash payment on , which shall, subject to your continued employment with FCB, vest in full and become non-forfeitable upon the second anniversary of the Acquisition Date provided Closing; provided, however, that if you are employed by the Company incur an Eligible Termination of Employment (as of such date defined in an amount equal Appendix A) or a Retirement (as defined in Appendix A) prior to the sum second anniversary of Closing, the Retention Bonus will vest in full and become non-forfeitable. In all cases, the Retention Bonus will be paid following your “separation from service” within the meaning of Section 409A, contingent upon your (i) 100% or, in the case of your annual base salary death, your estate’s) execution and non-revocation of a release substantially in effect as the form of the Acquisition Daterelease attached hereto as Exhibit A (the “Release”), plus which must be signed by you (iior your estate) 100% and returned to FCB within forty-five (45) days of the annual bonus your date of termination and become effective in accordance with its terms. The Retention Bonus will be paid to you (or your estate) within thirty (30) days after the Release becomes effective, unless the forty-five (45) day period for your review and execution of the Company’s fiscal year ending December 31Release spans two calendar years, 2008 in which case you will be paid in the later calendar year. The Retention Bonus shall be deemed to accrue interest at the applicable federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code, compounded annually. You acknowledge and agree that the Retention Bonus will be paid in lieu of any amounts that you would have been entitled to receive upon any qualifying termination of employment under the CIT Employee Severance Plan (as amended at any time, including by that certain letter agreement between you and CIT dated as of October 15, 2020), and any other severance plans or programs of CIT or FCB, and you hereby expressly waive all rights to any payments and/or benefits under the CIT Employee Severance Plan (as amended), and any other such sum, the “Second Year Retention Bonus”)plans or programs. Except as set forth belowotherwise provided in this Letter Agreement, for the avoidance of doubt, you will not be eligible for the retention bonuses as set forth above if your employment terminates prior to such applicable anniversary. In the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the First Year Retention Bonus, counting full months of employment with the Company from the Acquisition Date through such terminationfor, and (ii) during the second twelve month period following the Acquisition Datewill not receive, you will be eligible for a pro rata portion any payments or benefits under any otherwise applicable severance plans or programs of the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereofFCB.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. You (a) If you remain in continuous employment with the Company or its subsidiaries or affiliates through the expiration of the two-year period immediately following the consummation of the Merger (the "Second Anniversary"), subject to Paragraph 6 below, you will receive a bonus in an amount equal to fifty percent (50%) of the cash severance payment that would otherwise be eligible payable to you under Section 7 of the CIC Severance Pay Plan (assuming for such purpose that your employment had been terminated immediately following the Closing under conditions constituting a lump Covered Termination (after taking into account the modifications to the CIC Severance Pay Plan as set forth above in Paragraphs 1 through 4 of this letter agreement)), payable in the form of a single lump-sum cash payment on (the first anniversary "First Retention Bonus"). (b) If you remain in continuous employment with the Company or its subsidiaries or affiliates from the Second Anniversary through the expiration of the Acquisition Date provided that three-year period immediately following the consummation of the Merger (the "Third Anniversary"), subject to Paragraph 6 below, you are employed by the Company as of such date will receive an additional bonus in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). You will be eligible for , payable in the form of a lump single lump-sum cash payment (the "Second Retention Bonus"). (c) If during the period commencing immediately following the Second Anniversary and ending on the second anniversary of Third Anniversary, your employment with the Acquisition Date provided that you are employed Company and its subsidiaries and affiliates is involuntarily terminated by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition DateCompany, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the retention bonuses as set forth above if your employment terminates prior to such applicable anniversary. In the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company its subsidiaries and affiliates other than for Justifiable Cause, or in the event of your death or “permanent disability” Cause (as defined in the Company’s long-term disability policy CIC Severance Pay Plan after taking into account the modifications set forth above in Paragraph 4 of this letter agreement) (i) during the first twelve month period following the Acquisition Dateother than due to your death or disability), you will be entitled to receive the Second Retention Bonus, payable in a lump-sum cash payment following such termination of employment, plus the non-cash benefits that would otherwise have been payable to you under the CIC Severance Pay Plan pursuant to the terms thereof had such termination of employment occurred during the two-year period immediately following the consummation of the Merger. For the avoidance of doubt, in no event shall you be eligible to receive the Second Retention Bonus if you voluntarily terminate your employment for a pro rata portion any reason. (d) In the event that your receipt of the payment of the First Year Retention BonusBonus and/or the Second Retention Bonus results in the imposition on you of the excise tax under Section 4999 of the Internal Revenue Code of 1986, counting full months of employment with as amended (the Company from the Acquisition Date through such termination, and (ii) during the second twelve month period following the Acquisition Date"Code"), you will shall be eligible for a pro rata portion entitled to the benefit of the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary provisions of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control CIC Severance Pay Plan as in effect immediately prior to the Acquisition Date, but with respect to Section 4999 of the Code as if such provisions by their terms applied to the First Year Retention Bonus only, determined without regard to clause (ii) thereofand/or the Second Retention Bonus payable hereunder.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows: