Common use of Rights and Obligations Upon Termination of the Service Period Clause in Contracts

Rights and Obligations Upon Termination of the Service Period. (a) Termination by the Company without Cause or by the Executive for Good Reason. In the event of the termination of the Service Period by the Company without Cause or by the Executive for Good Reason, and to the extent not otherwise limited or prohibited under the FDIC Golden Parachute Rules, EESA, the Interim Final Rule or any other applicable similar law or regulation, the Bank shall pay the Executive: (i) any unpaid portion of the Base Salary through the Date of Termination; (ii) any Annual Bonus for the prior fiscal year which remains unpaid; (iii) any reimbursement for Out-of-Pocket Expenses incurred in connection with the Services (to the extent that appropriate vouchers or other satisfactory evidence of the expense in accordance with Company and Bank policies is presented to the Bank within thirty (30) days following the Date of Termination); and (iv) the Executive’s accrued but unused vacation through the Date of Termination (collectively the “Accrued Obligations”). In addition, the Bank shall pay the Executive, a lump sum cash payment equal to the product of (x) two (2) and (y) the sum of (i) the Base Salary and (ii) the Executive’s Target Bonus (such product, the “Severance Payment”). In addition, as of such Date of Termination, any (I) outstanding but unexercised stock options held by the Executive under any of the Company’s equity-based incentive plans at such time will become immediately exercisable and will continue to be exercisable for the remaining original term thereof, and (II) any unvested restricted stock held by Executive under such Company plans will become immediately vested and free of all restrictions. The Accrued Obligations and the Severance Payment shall be paid within thirty (30) days following the Date of Termination. This Section 6(a) does not limit the entitlement of the Executive’s estate or beneficiaries to any death or other vested benefits to which the Executive may be entitled under any other compensation (excluding any severance compensation), equity-based grant or employee benefit plan, program or policy that is maintained by the Company, the Bank, or any of their affiliates for the Executive’s benefit (the “Company Plans”).

Rights and Obligations Upon Termination of the Service Period. (a) Termination by the Company without Cause or by the Executive for Good ReasonReason in Connection with a Change in Control. In the event of the termination of the Service Period by the Company without Cause or by the Executive for Good ReasonReason upon or within two years following a Change in Control, and to the extent not otherwise limited or prohibited under the FDIC Golden Parachute Rules, EESA, the Interim Final Rule Rules or any other applicable similar law or regulation, the Bank shall pay the Executive: (i) any unpaid portion of the Base Salary through the Date of Termination; (ii) any Annual annual bonus for the prior fiscal year which remains unpaid; (iii) any reimbursement for Out-of-Pocket Expenses incurred in connection with the Services (to the extent that appropriate vouchers or other satisfactory evidence of the expense in accordance with Company and Bank policies is presented to the Bank within thirty (30) days following the Date of Termination); and (iv) the Executive’s accrued but unused vacation through the Date of Termination (collectively the “Accrued Obligations”). In addition, the Bank shall pay the Executive, a lump sum cash payment equal to the product of (x) two (2) and (y) the sum of (i) the Base Salary and (ii) (1/Target Bonus percentage) x (dollar amount of the Executive’s Target Bonus) (such product, the “CIC Severance Payment”). In addition, as of such Date of Termination, any (I) outstanding but unexercised stock options held by the Executive under any of the Company’s equity-based incentive plans at such time will become immediately exercisable and will continue to be exercisable for the remaining original term thereof, and (II) any unvested restricted stock held by Executive under such Company plans will become immediately vested and free of all restrictions. The Accrued Obligations and the CIC Severance Payment shall be paid within thirty (30) days following the Date of Termination. For purposes of this Section 6, if the Company terminates the Service Period without Cause or the Executive terminates the Service Period for Good Reason, in either case prior to a Change in Control but while the Company and/or the Bank is a party to an agreement the consummation of which would constitute a Change in Control, such termination of the Service Period shall be deemed to have occurred upon the occurrence of a Change in Control (whether or not a Change in Control ever occurs) such that this Section 6(a) shall apply with respect to such termination of the Service Period. This Section 6(a) does not limit the entitlement of the Executive’s estate or beneficiaries to any death or other vested benefits to which the Executive may be entitled under any other compensation (excluding any severance compensation), equity-based grant or employee benefit plan, program or policy that is maintained by the Company, the Bank, or any of their affiliates for the Executive’s benefit (the “Company Plans”). (b) Termination by the Company without Cause or by the Executive for Good Reason (other than in connection with a Change in Control). In the event of the termination of the Service Period by the Company without Cause or by the Executive for Good Reason other than upon or within two years following a Change in Control, and to the extent not otherwise limited or prohibited under the FDIC Golden Parachute Rules or any other applicable law or regulation, the Bank shall pay the Executive: (i) any unpaid portion of the Base Salary through the Date of Termination; (ii) any annual bonus for the prior fiscal year which remains unpaid; (iii) any reimbursement for Out-of-Pocket Expenses incurred in connection with the Services (to the extent that appropriate vouchers or other satisfactory evidence of the expense in accordance with Company and Bank policies is presented to the Bank within thirty (30) days following the Date of Termination); and (iv) the Executive’s accrued but unused vacation through the Date of Termination (collectively the “Accrued Obligations”). In addition, the Bank shall pay the Executive, a lump sum cash payment equal to the product of (x) two (2) and (y) the sum of (i) the Base Salary and (ii) the Executive’s Target Average Annual Bonus (such product, the “Non-CIC Severance Payment”). In addition, as of such Date of Termination, any (I) outstanding but unexercised stock options held by the Executive under any of the Company’s equity-based incentive plans at such time will become immediately exercisable and will continue to be exercisable for the remaining original term thereof, and (II) any unvested restricted stock held by Executive under such Company plans will become immediately vested and free of all restrictions. The Accrued Obligations and the Non-CIC Severance Payment shall be paid within thirty (30) days following the Date of Termination. For purposes of this Section 6(b), “Average Annual Bonus” means the average of the annual bonuses paid (including any bonus paid as a part of the Accrued Obligations and for sake of clarity not taking into account any reductions for withholding taxes and similar amounts) for the three most recently completed fiscal years preceding the Date of Termination; provided, however, that if the no annual bonus opportunity was established for the Executive for any such fiscal year (as the result of restrictions imposed due to the Company’s participation in the Troubled Asset Relief Program (“TARP”) or for any other reason) the Target Bonus shall be deemed to be the amount of the annual bonus paid for such fiscal year. This Section 6(a6(b) does not limit the entitlement of the Executive’s estate or beneficiaries to any death or other vested benefits to which the Executive may be entitled under any other compensation (excluding any severance compensation), equity-based grant or employee benefit plan, program or policy that is maintained by the Company, the Bank, or any of their affiliates for the Executive’s benefit (the “Company Plans”).

Rights and Obligations Upon Termination of the Service Period. (a) Termination by the Company for Disability or without Cause Cause, or by the Executive for Good Reason. In the event of the termination of the Service Period by the Company for Disability or without Cause Cause, or termination of the Service Period by the Executive for Good Reason, and to the extent not otherwise limited or prohibited under the FDIC Golden Parachute Rulespermitted by applicable law and regulations, EESAincluding, without limitation, those referred to in Section 11 hereof, the Interim Final Rule or any other applicable similar law or regulation, the Bank Company shall pay the Executive, and the Executive shall be entitled to: (i) any unpaid portion of the Base Salary through the Date of Termination; (ii) any Annual Bonus for the prior fiscal year which remains unpaidunreimbursed business expenses in accordance with Section 3(a) hereof; (iii) the rights set forth in the Stock Option Agreement, the 2016 Award Agreement and any reimbursement for Out-of-Pocket Expenses incurred in connection with the Services (subsequent restricted stock award granted pursuant to the extent that appropriate vouchers BFC 2008 Long Term Incentive Plan, as the sane may be amended, or any other satisfactory evidence of the expense in accordance with Company and Bank policies is presented to the Bank within thirty (30) days following the Date of Termination)similar plan adopted by BFC; and (iv) any vested benefits to which the ExecutiveExecutive is entitled under the terms of the Company’s accrued but unused vacation through employee benefit plans and programs, including, without limitation, the Date ESOP, subject to the terms of Termination such plans and programs (collectively the “Accrued Obligations”). In addition, the Bank Company shall continue to pay the Executive’s monthly Base Salary (i.e., a lump sum cash payment equal one-twelfth (1/12th) of Executive’s annual Base Salary in effect as of the date immediately preceding the date of termination of employment, or the date immediately prior to the product initial existence of (xcircumstances giving rise to Good Reason, as applicable) two (2) and (y) the sum of for (i) thirty-six (36) months (the Base Salary “Severance Period”) regardless of the then remaining portion of the Service Period (each monthly salary continuation payment shall be deemed to be a separate installment for purposes of Section 409A of the Code) commencing with the first calendar month following the Date of Termination and (ii) the ExecutiveCompany shall continue during the Severance Period to pay the automobile allowance and social club dues provided for in Sections 2(f) and 3(b) hereof, and shall continue to pay the Executive for life, long-term disability, medical and dental insurance premiums in manner consistent with the Company’s Target Bonus obligations to make such payments pursuant to Section 2(d) (such product, the payments described in (i) and (ii) being collectively referred to herein as the “Severance PaymentPayments”). In addition, as of such Date of Termination, any (I) outstanding but unexercised stock options held by the Executive under any of All Severance Payments shall be payable in accordance with normal and customary payroll procedures applicable to the Company’s equity-based incentive plans at such time will become immediately exercisable and will continue senior executives, subject to be exercisable for Section 6(d) hereof. Notwithstanding the remaining original term thereof, and foregoing provisions of this Section 6(a): (IIi) any unvested restricted stock held by Executive under such Company plans will become immediately vested and free of all restrictions. The Accrued Obligations and the Executive’s entitlement to the Severance Payment Payments shall be paid within thirty subject to and conditioned upon the Executive delivering to the Company an Irrevocable Release not later than sixty (3060) days following after the Date of Termination. This Section 6(a) does not limit the entitlement date of the Executive’s estate or beneficiaries to any death or other vested benefits to which the Executive may be entitled under any other compensation termination of employment; (excluding any severance compensation), equityii) if such 60-based grant or employee benefit plan, program or policy that is maintained by the Company, the Bank, or any of their affiliates for day period following the Executive’s benefit termination of employment begins in one calendar year and ends in another, the Severance Payments shall, to the extent required in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Company PlansCode”)., commence on the first payroll date following the later of (A) the end of the calendar year in which the Executive’s termination of employment occurs or (B) the date the Executive satisfies the Irrevocable Release requirement; and (iii) the Executive’s entitlement to the Severance Payments shall be subject to and conditioned upon the Executive complying in all material respects with Sections 8 and 9 of this Agreement. “Irrevocable Release” means a mutual general release of claims in the form affixed hereto marked Exhibit A (except with the date of termination of employment, the date of such Irrevocable Release and other indicated information filled in) that has been executed by the Executive and for which the revocation period under Age Discrimination in Employment Act of 1967, as amended, and the terms of the release have

Rights and Obligations Upon Termination of the Service Period. (a) Termination by the Company for Disability or without Cause Cause, or by the Executive for Good Reason. In the event of the termination of the Service Period by the Company for Disability or without Cause Cause, or termination of the Service Period by the Executive for Good Reason, and to the extent not otherwise limited or prohibited under the FDIC Golden Parachute Rulespermitted by applicable law and regulations, EESAincluding, without limitation, those referred to in Section 11 hereof, the Interim Final Rule or any other applicable similar law or regulation, the Bank Company shall pay the Executive, and the Executive shall be entitled to: (i) any unpaid portion of the Base Salary through the Date of Termination; (ii) any Annual Bonus for the prior fiscal year which remains unpaidunreimbursed business expenses in accordance with Section 3(a) hereof; (iii) the rights set forth in the Stock Option Agreement, the 2016 Award Agreement and any reimbursement for Out-of-Pocket Expenses incurred in connection with the Services (subsequent restricted stock award granted pursuant to the extent that appropriate vouchers BFC 2008 Long Term Incentive Plan, as the sane may be amended, or any other satisfactory evidence of the expense in accordance with Company and Bank policies is presented to the Bank within thirty (30) days following the Date of Termination)similar plan adopted by BFC; and (iv) any vested benefits to which the ExecutiveExecutive is entitled under the terms of the Company’s accrued but unused vacation through employee benefit plans and programs, including, without limitation, the Date ESOP, subject to the terms of Termination such plans and programs (collectively the “Accrued Obligations”). In addition, the Bank Company shall continue to pay the Executive’s monthly Base Salary (i.e., a lump sum cash payment equal one-twelfth (1/12th) of Executive’s annual Base Salary in effect as of the date immediately preceding the date of termination of employment, or the date immediately prior to the product initial existence of (xcircumstances giving rise to Good Reason, as applicable) two (2) and (y) the sum of for (i) thirty-six (36) months (the Base Salary “Severance Period”) regardless of the then remaining portion of the Service Period (each monthly salary continuation payment shall be deemed to be a separate installment for purposes of Section 409A of the Code) commencing with the first calendar month following the Date of Termination and (ii) the ExecutiveCompany shall continue during the Severance Period to pay the automobile allowance and social club dues provided for in Sections 2(f) and 3(b) hereof; and shall continue to pay the Executive for life, long-term disability, medical and dental insurance premiums in manner consistent with the Company’s Target Bonus obligations to make such payments pursuant to Section 2(d) (such product, the payments described in (i) and (ii) being collectively referred to herein as the “Severance PaymentPayments”). In addition, as of such Date of Termination, any (I) outstanding but unexercised stock options held by the Executive under any of All Severance Payments shall be payable in accordance with normal and customary payroll procedures applicable to the Company’s equity-based incentive plans at such time will become immediately exercisable and will continue senior executives, subject to be exercisable for Section 6(d) hereof. Notwithstanding the remaining original term thereof, and foregoing provisions of this Section 6(a): (IIi) any unvested restricted stock held by Executive under such Company plans will become immediately vested and free of all restrictions. The Accrued Obligations and the Executive’s entitlement to the Severance Payment Payments shall be paid within thirty subject to and conditioned upon the Executive delivering to the Company an Irrevocable Release not later than sixty (3060) days following after the Date of Termination. This Section 6(a) does not limit the entitlement date of the Executive’s estate or beneficiaries to any death or other vested benefits to which the Executive may be entitled under any other compensation termination of employment; (excluding any severance compensation), equityii) if such 60-based grant or employee benefit plan, program or policy that is maintained by the Company, the Bank, or any of their affiliates for day period following the Executive’s benefit termination of employment begins in one calendar year and ends in another, the Severance Payments shall, to the extent required in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Company PlansCode”)., commence on the first payroll date following the later of (A) the end of the calendar year in which the Executive’s termination of employment occurs or (B) the date the Executive satisfies the Irrevocable Release requirement; and (iii) the Executive’s entitlement to the Severance Payments shall be subject to and conditioned upon the Executive complying in all material respects with Sections 8 and 9 of this Agreement. “Irrevocable Release” means a mutual general release of claims in the form affixed hereto marked Exhibit A (except with the date of termination of employment, the date of such Irrevocable Release and other indicated information filled in) that has been executed by the Executive and for which the revocation period under Age Discrimination in Employment Act of 1967, as amended, and the terms of the release have

Rights and Obligations Upon Termination of the Service Period. (a) Termination by the Company for Disability or without Cause Cause, or by the Executive for Good Reason. In the event of the termination of the Service Period by the Company for Disability or without Cause Cause, or termination of the Service Period by the Executive for Good Reason, and to the extent not otherwise limited or prohibited under the FDIC Golden Parachute Rulespermitted by applicable law and regulations, EESAincluding, without limitation, those referred to in Section 12 hereof, the Interim Final Rule or any other applicable similar law or regulation, the Bank Company shall pay the Executive, and the Executive shall be entitled to: (i) any unpaid portion of the Base Salary through the Date of Termination; (ii) any Annual Bonus for the prior fiscal year which remains unpaidunreimbursed business expenses in accordance with Section 3(a) hereof; (iii) the rights set forth in any reimbursement for Out-of-Pocket Expenses incurred in connection with the Services (restricted stock award granted pursuant to the extent that appropriate vouchers BFC 2018 Long Term Incentive Plan, as the same may be amended, or any other satisfactory evidence of similar plan adopted by the expense in accordance with Company and Bank policies is presented to the Bank within thirty (30) days following the Date of Termination)Company; and (iv) any earned but unpaid bonus pursuant to Section 2(b) for services rendered by Executive during the Executive’s previous calendar year; (v) any accrued but unused vacation through days; (vi) any vested benefits to which the Executive is entitled under the terms of the Company’s employee benefit plans and programs, subject to the terms of such plans and programs; and (vii) in the event of a termination of the Service Period by the Company for Disability (but, for the avoidance of doubt, not in the event of a termination of the Service Period by the Company without Cause or a termination of the Service Period by the Executive for Good Reason), any earned but unpaid bonus pursuant to Section 2(b) for services rendered by Executive during the calendar year in which the Date of Termination occurs, provided that Executive shall have been employed at the Company for at least six (6) months during such calendar year and if employed for less than such full calendar year, the bonus shall be prorated based upon the ratio of the number of days Executive shall have been employed during such calendar year to 365 days (the “Prorated Cash Bonus”, and, collectively with (i) through (vi) the “Accrued Obligations”). In addition, the Bank Company (i) shall continue to pay the Executive’s monthly Base Salary (i.e., a lump sum cash payment equal one-twelfth (1/12th) of Executive’s annual Base Salary in effect as of the date immediately preceding the Date of Termination of employment, or the date immediately prior to the product initial existence of circumstances giving rise to Good Reason, as applicable) for thirty-six (x36) two months (2) and (y) the sum of (i) the Base Salary and (ii) the Executive’s Target Bonus (such product, the “Severance PaymentPeriod”). In addition, as of such Date of Termination, any (I) outstanding but unexercised stock options held by the Executive under any regardless of the Company’s equity-based incentive plans at such time will become immediately exercisable and will continue then remaining portion of the Service Period (each monthly salary continuation payment shall be deemed to be exercisable a separate installment for purposes of Section 409A of the remaining original term thereof, and (IICode) any unvested restricted stock held by Executive under such Company plans will become immediately vested and free of all restrictions. The Accrued Obligations and commencing with the Severance Payment shall be paid within thirty (30) days first calendar month following the Date of Termination, (ii) shall continue during the Severance Period to pay the automobile allowance and social club dues provided for in Sections 2(g) and 3(b) hereof; and (iii) shall continue to pay the Executive for life, long-term disability, medical and dental insurance premiums in manner consistent with the Company’s obligations to make such payments pursuant to Section 2(e), to the extent permitted under the terms of the applicable plans (the payments described in (i), (ii) and (iii) being collectively referred to herein as the “Severance Payments”). This All Severance Payments shall be payable in accordance with normal and customary payroll procedures applicable to the Company’s senior executives, subject to Section 6(d) hereof. Notwithstanding the foregoing provisions of this Section 6(a): (i) does the Executive’s entitlement to the Severance Payments shall be subject to and conditioned upon the Executive delivering to the Company an Irrevocable Release not limit later than sixty (60) days after the entitlement date of the Executive’s estate or beneficiaries to any death or other vested benefits to which the Executive may be entitled under any other compensation termination of employment; (excluding any severance compensation), equityii) if such 60-based grant or employee benefit plan, program or policy that is maintained by the Company, the Bank, or any of their affiliates for day period following the Executive’s benefit termination of employment begins in one calendar year and ends in another, the Severance Payments shall, to the extent required in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Company PlansCode”), commence on the first payroll date following the later of (A) the end of the calendar year in which the Executive’s termination of employment occurs or (B) the date the Executive satisfies the Irrevocable Release requirement; and (iii) the Executive’s entitlement to the Severance Payments shall be subject to and conditioned upon the Executive complying in all material respects with Sections 8 and 9 of this Agreement. “Irrevocable Release” means a mutual general release of claims in the form affixed hereto marked Exhibit A (except with the date of termination of employment, the date of such Irrevocable Release and other indicated information filled in) that has been executed by the Executive and for which the revocation period under Age Discrimination in Employment Act of 1967, as amended, and the terms of the release have expired. For the avoidance of doubt, this Section 6(a) shall be subject to the limitations of Section 12 of this Agreement.