Common use of Vesting of Option Clause in Contracts

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(cthe Plan and the provision of this Agreement (including the requirement in Section 6 that Optionee continue to be employed by the Company on the dates set forth below), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested will be exercisable in accordance with the following schedule: (i) on the first anniversary of the Grant Date the Option will vest with respect to, and may be exercised by said Employee as to for up to, one-fourth (1/4th) of the total number of Shares and on or after shares of the dates Stock covered by the Option as set out forth on the following schedule: First anniversary first page of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination DateShares”).; (bii) In on each succeeding anniversary of the event of a Change in Control Grant Date the Option will vest with respect to, and may be exercised for up to, an additional one-fourth (as defined in section 7(c)(i1/4th) of the Plan), Option Shares so that on the fourth anniversary of the Grant Date the Option shall be fully vested and exercisable immediately as in full; and (iii) to all Common Stock granted under the Option; providedextent not exercised, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach installments shall be immediately forfeitedcumulative and may be exercised in whole or in part. (cb) In If (i) a “change of control event,” as defined in the event that Treasury Regulations issued under Section 409A of the employment Code occurs with respect to the Company (a “Change of Employee with Control”), (ii) the Bank, Company acquirer or a subsidiary successor of the Company assumes this Agreement, and (iii) the acquirer or successor of the Company terminates Optionee’s employment without Cause (as that term is terminated by reason of such Employee’s death, any Options granted under this defined in that Employment Agreement which have not vested dated effective as of , between the date of such Employee’s Company and Optionee), other than for death shall immediately expire and shall become unexercisable or Disability, on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months within two years after the date of the Change of Control, Optionee’s rights to all of the shares of stock covered by the award issued in connection with the assumption of the Option will vest, and such Employeeaward shall be exercisable in full, on the date Optionee’s deathemployment is so terminated. Any such vested If this Agreement is not assumed by the acquirer or successor of the Company in connection with a Change of Control then the Option of a deceased Employee will vest with respect to, and may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bankfor up to, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier all of the Option Termination Date or Shares immediately prior to the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary occurrence of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this AgreementChange of Control. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(cthe Plan and the provision of this Agreement (including the requirement in Section 6 that Optionee continue to be employed by or in an applicable service relationship with the Company on the dates set forth below), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested will be exercisable in accordance with the following schedule: (a) on the first anniversary of the Grant Date, the Option will vest with respect to, and may be exercised by said Employee as to for up to, ___________ percent (____%) of the total number of Shares and on or after shares of the dates Stock covered by the Option as set out forth on the following schedule: First anniversary first page of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination DateShares”).; (b) In on each succeeding anniversary of the event of a Change in Control Grant Date, the Option will vest with respect to, and may be exercised for up to, an additional ___________ percent (as defined in section 7(c)(i____%) of the Plan)Option Shares, so that on the ____ anniversary of the Grant Date the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Optionin full; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited.and (c) In to the event that the employment extent not exercised, installments shall be cumulative and may be exercised in whole or in part. Notwithstanding any other provision of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as to the contrary, upon the occurrence of a Change of Control, the date of such Employee’s death shall immediately expire and Option shall become unexercisable on such date. All fully vested and exercisable Options granted under this Agreement immediately prior to such Employee shall be exercisable until the earlier occurrence of the Option Change of Control provided that the Optionee has not incurred a Termination Date of Employment or Termination of Service and continues to be employed by, a Non-Employee Director or affiliated as a service provider to, the date twelve months after Company or an Affiliate immediately prior to the date occurrence of such Employee’s death. Any such vested Option Change of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distributionControl. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the The Option to purchase Shares shall become vested and may be exercised by said Employee as to exercisable in accordance with the number of Shares and on or after the dates vesting schedule set out on the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”). (b) forth in Schedule 1. In the event of a Change in Control (as defined in section 7(c)(i) of that the Plan), Optionee’s employment with the Option shall be fully vested and exercisable immediately as Company or its subsidiaries ceases prior to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition Option or any portion thereof becomes vested, the non-vested portion of assets or stock contemplated the Option will be void and will not become exercisable by such agreement is consummatedthe Optionee. ProvidedPursuant to Section 5.2(h) of the Plan, howeverthe compensation committee of the Company has determined that, if such Employee should breach any covenant regarding proprietary information or other protective covenants subject to Section 13.3 of an the Plan, the duration for which the vested portion of the Option survives and may be exercised after the Optionee’s employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as its subsidiaries ceases shall be: (A) upon cessation of the date of such breach shall be immediately forfeited. (c) In the event that the Optionee’s employment of Employee with the Bank, Company or a subsidiary of the Company is terminated its subsidiaries by reason of such Employee’s death, any Options granted under this Agreement which have not vested the death or “disability” (as defined in the Plan) of the date Optionee, the vested portion of such Employee’s death shall immediately expire the Option will survive and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall may be exercisable exercised until the earlier of the Option Termination Date or the date twelve months (i) one year after the date of such Employeedeath or “disability,” or (ii) the expiration of the term of the Option; (B) upon cessation of the Optionee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment its subsidiaries for any reason other than for cause or retirement, death or permanent “disability,” the vested portion of the Option will automatically terminate and total disabilitywill not be exercisable by the Optionee, any Options which have not except that if (x) the Company or its subsidiaries terminates the Optionee without cause, (y) the Optionee’s employment with the Company or its subsidiaries ceases due to “normal retirement” (as defined in the Plan) of the Optionee, or (z) the Optionee’s employment with the Company or its subsidiaries ceases due to the voluntary resignation of the Optionee, then, in the case of each of clause (x), (y) or (z) above, the vested as portion of such Employee’s termination date, shall expire the Option will survive and become unexercisable on may be exercised until the earlier of (i) one year after such termination without cause or such cessation due to “normal retirement” or voluntary resignation, as the Option Termination Date case may be, or (ii) the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier expiration of the Option Termination Date or 90 days after termination. A leave term of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absenceOption.

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: Date Number of Shares ----- ---------------- First anniversary of this Agreement 400 2,000 Second anniversary of this Agreement 400 2,000 Third anniversary of this Agreement 400 2,000 Fourth anniversary of this Agreement 400 2,000 Fifth anniversary of this Agreement 400 2,000 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “"Option Termination Date”"). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s 's death, any Options granted under this Agreement which have not vested as of the date of such Employee’s 's death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s 's death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s 's Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s 's permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s 's termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s 's permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s 's retirement, any Options which have not vested as of such Employee’s 's retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s 's retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s 's retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s 's termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s 's termination date. All vested and exercisable options as of such Employee’s 's termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject Unless terminated as hereinafter provided, the Option shall become exercisable (or “vest”) with respect to thirty three and one third percent (33 1/3%) of the shares of Common Stock covered hereby on each of the first, second and third anniversaries of the Date of Grant, in each case for so long as the Optionee remains in the continuous employ of the Company or any Subsidiary. (b) Notwithstanding the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(gSection 1(a) hereof, the Option to purchase Shares shall become vested immediately and may be exercised by said Employee as to fully exercisable if the number Optionee (i) dies or becomes disabled (within the meaning of Shares and on Code Section 22(e)(3)) while in the employ of the Company or any Subsidiary or (ii) retires from employment with the Company or any Subsidiary at or after age 65 or at an earlier age with the dates set out on the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years consent of the date of grant (the “Option Termination Date”)Committee. (bc) In Notwithstanding the event provisions of a Change in Control (as defined in section 7(c)(iSection 1(a) of the Plan)hereof, the Option shall be fully vested and become exercisable immediately as (or “vest”) with respect to all a pro-rata portion of the shares of Common Stock granted under covered hereby if the Option; provided, Optionee’s employment with the Company or an Affiliate is terminated by the Company or such Change in Control transaction is executed during Affiliate without Cause and neither Section 1(b) nor Section 4 applies. Such pro-rata portion shall be equal to the period commencing product of (i) the number of shares of Common Stock covered hereby that remain unvested as of the date of an agreement providing for such transaction and ending as termination, multiplied by (ii) a fraction, the numerator of which is the earlier number of days that have elapsed from (A) the expiration date Date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, howeverGrant, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an the Optionee’s employment agreement with the Company or Bank following terminationan Affiliate is terminated by the Company or such Affiliate without Cause prior to the first anniversary of the Date of Grant, then any Option granted hereunder but not exercised as or (B) the anniversary of the Date of Grant immediately preceding the date of such breach shall be immediately forfeited. (c) In termination, if the event that the Optionee’s employment of Employee with the Bank, Company or a subsidiary of the Company an Affiliate is terminated by reason the Company or such Affiliate without Cause on or after the first anniversary of such Employee’s deaththe Date of Grant, any Options granted under this Agreement and the denominator of which have not vested as of is (x) 1,095, if the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement termination occurs prior to such Employee shall be exercisable until the earlier first anniversary of the Option Termination Date or the date twelve months after of Grant, (y) 730, if the date of such Employee’s death. Any such vested Option termination occurs on or after the first anniversary of a deceased Employee may be exercised the Date of Grant, but prior to their expiration only by a person the second anniversary of the Date of Grant, or persons (z) 365, if the date of termination occurs on or after the second anniversary of the Date of Grant, but prior to whom such Employee’s Option rights pass by will or by the laws third anniversary of descent and distributionthe Date of Grant. (d) In To the event extent that the employment of an Employee Option shall have become exercisable in accordance with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes terms of this sectionSection 1, but no Option it may be exercised during any such leave of absencein whole or in part from time to time thereafter.

Vesting of Option. (a) Subject to Unless the provisions exercisability of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereofthe Option is accelerated in accordance with the Plan or as otherwise set forth herein, the Option to purchase Shares shall become vested and may be exercised by said Employee as shall, subject to the number Optionee's continued employment with the Company, become exercisable (“vest”) as follows: Notwithstanding the foregoing, the Option shall vest immediately as of Shares and on or after (i) the dates set out on the following schedule: First anniversary Optionee's Termination of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years Employment by reason of the date Optionee's death, (ii) the Optionee's Termination of grant Employment by reason of the Optionee's Disability, (iii) the “Option Optionee's Termination Date”). (b) In the event of Employment by reason of a Change in Control Qualified Retirement (as defined in section 7(c)(iSection 3 below), (iv) the Optionee's Termination of Employment pursuant to which the Committee elects (pursuant to Section 3 below) to extend the period of exercise, or (v) a Change in Control; provided that if a Replacement Award is granted in respect of the PlanOption in connection with such Change in Control, (A) the Option shall not vest as of such Change in Control and shall instead vest immediately upon a Termination of Employment of the Optionee occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Qualified Retirement, by the Company without Cause, or by the Optionee for Good Reason, and (B) notwithstanding any provision of Section 3 below to the contrary, upon a Termination of Employment of the Optionee described in clause (A), the Option may be exercised after such Termination of Employment until the later of (1) the last date on which such Option would be forfeited in connection with the applicable Termination of Employment pursuant to the terms and conditions of Section 3 below (it being understood that in no event shall the period during which the Option may be fully vested exercised be extended beyond the Expiration Date (as defined below)) and exercisable immediately as to all Common Stock granted under (2) the Option; provided, earlier of (x) the third anniversary of such Change in Control transaction is executed during and (y) the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeitedExpiration Date. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that: (a) Subject to if the provisions Optionee’s Employment terminates as a result of Paragraphs 3(c)(i) termination of the Optionee by Employer without Cause or (ii) the Optionee’s Disability or death, 3(d), 3(e), 3(f) and 3(g) hereof, then the Option to purchase Shares shall Vest on a Pro Rata Basis, and any unvested portion of the Option that was earned for the 2009 or 2010 calendar year shall become fully vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date Date of grant (the “Option Termination Date”).Termination; (b) In if the Optionee’s Employment terminates as a result of resignation or retirement by the Optionee, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee; no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (c) if the Optionee’s Employment terminates as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; and (d) upon a Change of Control during the Performance Period, the Compensation Committee of the Board and the CEO will determine in mutual consultation the effect of such Change of Control on the Option, which shall be treated in a manner they jointly consider equitable under the circumstances; provided that in the event of a Change in of Control (as defined in section 7(c)(i) of after the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option 2009 or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death2010 calendar year, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier portion of the Option Termination Date that was earned with respect to the 2009 or 2010 calendar year and that has not yet vested shall vest in full upon the date twelve months after Change of Control.” 4. Schedule A to the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior Agreement is hereby amended by adding the following new paragraphs to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.end:

Vesting of Option. (a) Subject The Option may be exercised only to the provisions extent it has become vested. The Option shall fully vest and become exercisable with respect to all of Paragraphs 3(c), 3(d), 3(e), 3(fthe Units if and only if the Grantee [continuously serves as a director of the Company and/or one of its Subsidiaries] [remains continuously engaged as a consultant by the Company or one of its Subsidiaries] during the period beginning on [ ] (the “Vesting Commencement Date”) and 3(g) hereofending on the fourth anniversary of the Vesting Commencement Date. Notwithstanding the foregoing, the Option shall cumulatively vest and become exercisable with respect to purchase Shares shall become vested and may be exercised by said Employee as (i) 25% of the Units (rounded to the number nearest one-hundredth (0.01) of Shares a Class A Common Unit) upon the first anniversary of the Vesting Commencement Date, and on or after (ii) 2.08333333% of the dates set out Units (rounded to the nearest one-hundredth (0.01) of a Class A Common Unit) upon the end of each full calendar month during the period beginning on the following schedule: First first anniversary of this Agreement 400 Second the Vesting Commencement Date and ending on the fourth anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire the Vesting Commencement Date, in each case, if and are void unless exercised within ten (10) years only if the Grantee [continuously serves as a director of the Company and/or one of its Subsidiaries] [remains continuously engaged as a consultant by the Company or one of its Subsidiaries] during the period beginning on the Vesting Commencement Date and ending on the applicable vesting date of grant (the “Option Termination Date”)referred to above. (b) In Notwithstanding anything contained herein to the event of a Change in Control (as defined in section 7(c)(i) contrary, once the Option has vested and become exercisable with respect to 100% of the Plan)Units, then the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes provisions of this section, but no Option may be exercised during any such leave of absenceSection 4 shall cease to apply.

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 900.5 Second anniversary of this Agreement 400 900 Third anniversary of this Agreement 400 900 Fourth anniversary of this Agreement 400 900 Fifth anniversary of this Agreement 400 900 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to the provisions One-third (1/3rd) of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares (unless terminated as hereinafter provided) shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out exercisable on the following schedule: First one year anniversary of this Agreement 400 Second anniversary the Date of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant Grant (the “Option Termination First Vesting Date”), if the Optionee shall have been in the continuous employ of the Company or any Subsidiary until such date, and the remaining two-thirds (2/3rd) of the Option shall become exercisable in substantially equal installments on each month anniversary of the First Vesting Date for the 24 successive months following the First Vesting Date, if the Optionee shall have been in the continuous employ of the Company or any Subsidiary until each such date (the period from the Date of Grant until _____________ __, 20__, the “Vesting Period”). For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Optionee’s employment with the Company or a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of transfers between locations of the Company and its Subsidiaries. (b) In Notwithstanding Section 3(a) above, the unvested portion of the Option (to the extent the Option has not been forfeited) shall become immediately exercisable in full if the Optionee’s employment with the Company or a Subsidiary is terminated due to the Optionee’s death or Disability during the Vesting Period. (c) Notwithstanding Section 3(a) above, in the event of a Change in Control (as defined in section 7(c)(i) of the Plan)Control, the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire vest and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement datein accordance with Section 5 below. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 88 Second anniversary of this Agreement 400 88 Third anniversary of this Agreement 400 87 Fourth anniversary of this Agreement 400 87 Fifth anniversary of this Agreement 400 87 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that: (a) Subject to if the provisions Optionee’s Employment terminates as a result of Paragraphs 3(c)(i) termination of the Optionee by Employer without Cause or (ii) the Optionee’s Disability or death, 3(d), 3(e), 3(fthen (A) and 3(g) hereof, the Option to purchase Shares shall Vest on a Pro Rata Basis, (B) any unvested portion of the Option that was earned for the 2009 or 2010 calendar year based on Schedule A shall become fully vested as of the Date of Termination, and may be exercised by said Employee as (C) if a Change of Control has occurred, any amount that is scheduled to the number of Shares and on or after the dates set out vest on the following schedule: First one-year anniversary of this Agreement 400 Second anniversary the Change of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10Control pursuant to Section 2(m)(i) years above shall become fully vested as of the date Date of grant (the “Option Termination Date”).Termination; (b) In if the Optionee’s Employment terminates as a result of resignation or retirement by the Optionee, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee (or as of the beginning of the year containing the Date of Termination, in the event of such termination of employment after 2010); no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (c) if the Optionee’s Employment terminates as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; and (d) upon a Change of Control through December 31, 2013, the Option shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock through December 31, 2013; and (e) notwithstanding the foregoing, in the event of a Change in of Control (as defined in section 7(c)(i) after the 2009 or 2010 calendar year, any portion of the Plan)Option that was earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.” 5. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: “2009 and 2010 Performance Goals: 1. Notwithstanding the foregoing, the foregoing Base Case performance goals shall be amended with respect to the 2009 or 2010 calendar years. As amended, with respect to each of the 2009 and 2010 calendar years, the Option shall be fully vested earned to the extent that the Amended Base Case (defined below) for each such calendar year is achieved during such period as follows and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as portion of the date of an agreement providing Option that is earned for such transaction and ending as calendar year shall vest in accordance with the vesting schedule set forth in paragraph 2 below: (a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the earlier Amended Base Case for that year, the Option will not be earned for any Shares at the end of that year; (b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the expiration date Amended Base Case for that year, the number of such Shares underlying the Option or that will be earned for the date on which calendar year will be determined by interpolation at the disposition linear rate of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as 1/78.32 of the date Shares per one percentage point of such breach shall be immediately forfeited.Actual Internal EBITA (rounded to the nearest .0001 of a Share); (c) In the event that the employment of Employee with the Bank, Company or a subsidiary If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25% of the Company is terminated Amended Base Case for that year, the number of Shares underlying the Option that will be earned for the calendar year will be the sum of (i) the number of Options calculated in accordance with paragraph (b) above and (ii) the number of Options determined by reason interpolation at the linear rate of such Employee’s death, any Options granted under this Agreement which have not vested as 1/249.51 of the date Shares per one percentage point of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement Actual Internal EBITA in excess of 100% (rounded to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option nearest .0001 of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution.Share); (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary If Actual Internal EBITA for such calendar year is greater than 106.25% of the Company Amended Base Case for that year, the Option shall not be earned for any further Shares than provided above until Actual Internal EBITA for such calendar year is terminated by reason equal to or greater than 100% of such Employee’s permanent and total disability the Original Base Case (as defined under Section 22(e)(3below) for that year as such target appears in the Original Agreement (as defined below), at which point the Option shall be earned as follows: (i) if Actual Internal EBITA for such calendar year is between 100% and 106.25% of the Internal Revenue Code)Original Base Case for that year, any the number of Shares underlying the Option that will be earned for the calendar year will be the sum of (x) the number of Options which have not vested as calculated in accordance with paragraph (c) above and (y) an amount determined by interpolation at the linear rate of 1/56.25 of the date Shares per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Share) between 100% and 106.25% of the Original Base Case; and (ii) if Actual Internal EBITA for such Employee’s termination calendar year is equal to or greater than 106.25% of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee the Original Base Case for that year, the Option shall be exercisable until the earlier earned for 1/5 of the Option Termination Date or Shares (rounded to the date twelve months after nearest .0001 of a Share) at the date end of such Employee’s permanent and total disability. (e) In that year; provided that any Shares that are not earned at the event that end of a particular calendar year may be earned at the employment end of an Employee with a subsequent calendar year based on the Bank, Company or cumulative Actual Internal EBITA as a subsidiary percent of the Company is terminated for cause cumulative Original Base Case (i.e., fraud, dishonesty or willful misconductusing the methodology described in the Original Agreement), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for • For purposes of this section, but no Option may be exercised during any such leave of absence.Amendment:

Vesting of Option. (a) Subject Unless terminated as hereinafter provided, the Option shall become exercisable (or “vest”) with respect to thirty three and one third percent (33 1/3%) of the provisions shares of Paragraphs 3(c)Common Stock covered hereby on the first anniversary of the Date of Grant, 3(d)an additional thirty three and one third percent (33 1/3%) of the shares of Common Stock covered hereby on the second anniversary of the Date of Grant, 3(e)and the remaining thirty three and one third percent (33 1/3%) of the shares of Common Stock covered hereby on the third anniversary of the Date of the Grant, 3(fin each case for so long as the Optionee is employed by the Company as the interim Chief Executive Officer of the Company or the Chief Executive Officer of the Company; provided, for the avoidance of doubt, that if the Option becomes exercisable (or “vests”) and 3(gwith respect to any shares of Common Stock pursuant to Section 1(b) hereof, then this Section 1(a) shall have no effect and the Option to purchase Shares shall become vested and may be exercised by said Employee as exercisable (or “vest”) with respect to the number no shares of Shares and on or after the dates set out on the following schedule: First anniversary of Common Stock pursuant to this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”Section 1(a). (b) In If, before the event first anniversary of the Date of Grant and pursuant to the terms of the Offer Letter, either (i) the Optionee's service as the interim Chief Executive Officer of the Company shall have been automatically suspended as a result of a Change person, other than the Optionee, commencing employment with the Company as the permanent Chief Executive Officer or (ii) Optionee shall have resigned from his service as interim Chief Executive Officer of the Company in Control sole, direct connection with, and on or about the date of, a person, other than Optionee, commencing employment of the Company as the permanent Chief Executive Officer, then the Option shall become exercisable (as defined in section 7(c)(ior “vest”) with respect to thirty three and one third percent (33 1/3%) of the Plan), the Option shall be fully vested and exercisable immediately as to all shares of Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date covered hereby on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach other person's commencement of employment with the Company as permanent Chief Executive Officer, and all remaining Options shall not vest and shall automatically terminate and be immediately forfeited; provided, for the avoidance of doubt, that if the Option becomes exercisable (or “vests”) with respect to any shares of Common Stock pursuant to Section 1(a) hereof, then this Section 1(b) shall have no effect and the Option shall become exercisable (or “vest”) with respect to no shares of Common Stock pursuant to this Section 1(b). (c) In To the event extent that the employment of Employee Option shall have become exercisable in accordance with the Bankterms of this Section 1, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee it may be exercised prior in whole or in part from time to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distributiontime thereafter. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: Date Number of Shares ----- ---------------- First anniversary of this Agreement 400 500 Second anniversary of this Agreement 400 500 Third anniversary of this Agreement 400 500 Fourth anniversary of this Agreement 400 500 Fifth anniversary of this Agreement 400 500 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “"Option Termination Date”"). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s 's death, any Options granted under this Agreement which have not vested as of the date of such Employee’s 's death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s 's death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s 's Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s 's permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s 's termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s 's permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s 's retirement, any Options which have not vested as of such Employee’s 's retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s 's retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s 's retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s 's termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s 's termination date. All vested and exercisable options as of such Employee’s 's termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that: (a) Subject to if the provisions Optionee’s Employment terminates as a result of Paragraphs 3(c)(i) termination of the Optionee by Employer without Cause or (ii) the Optionee’s Disability or death, 3(d), 3(e), 3(fthen (A) and 3(g) hereof, the Option to purchase Shares shall Vest on a Pro Rata Basis, (B) any unvested portion of the Option that was earned for the 2009 or 2010 calendar year based on Schedule A shall become fully vested as of the Date of Termination, and may be exercised by said Employee as (C) if a Change of Control has occurred, any amount that is scheduled to the number of Shares and on or after the dates set out vest on the following schedule: First one-year anniversary of this Agreement 400 Second anniversary the Change of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10Control pursuant to Section 2(l)(i) years above shall become fully vested as of the date Date of grant (the “Option Termination Date”).Termination; (b) In if the Optionee’s Employment terminates as a result of resignation or retirement by the Optionee, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee (or as of the beginning of the year containing the Date of Termination, in the event of such termination of employment after 2010); no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (c) if the Optionee’s Employment terminates as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; and (d) upon a Change of Control through December 31, 2013, the Option shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock through December 31, 2013; and (e) notwithstanding the foregoing, in the event of a Change in of Control (as defined in section 7(c)(i) after the 2009 or 2010 calendar year, any portion of the Plan)Option that was earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.” 26. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: “2009 and 2010 Performance Goals: 1. Notwithstanding the foregoing, the foregoing Base Case performance goals shall be amended with respect to the 2009 or 2010 calendar years. As amended, with respect to each of the 2009 and 2010 calendar years, the Option shall be fully vested earned to the extent that the Amended Base Case (defined below) for each such calendar year is achieved during such period as follows and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as portion of the date of an agreement providing Option that is earned for such transaction and ending as calendar year shall vest in accordance with the vesting schedule set forth in paragraph 2 below: (a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the earlier Amended Base Case for that year, the Option will not be earned for any Units at the end of that year; (b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the expiration date Amended Base Case for that year, the number of such Units underlying the Option or that will be earned for the date on which calendar year will be determined by interpolation at the disposition linear rate of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as 1/78.32 of the date Units per one percentage point of such breach shall be immediately forfeited.Actual Internal EBITA (rounded to the nearest .0001 of a Unit); (c) In the event that the employment of Employee with the Bank, Company or a subsidiary If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25% of the Company is terminated Amended Base Case for that year, the number of Units underlying the Option that will be earned for the calendar year will be the sum of (i) the number of Options calculated in accordance with paragraph (b) above and (ii) the number of Options determined by reason interpolation at the linear rate of such Employee’s death, any Options granted under this Agreement which have not vested as 1/249.51 of the date Units per one percentage point of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement Actual Internal EBITA in excess of 100% (rounded to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option nearest .0001 of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution.Unit); (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary If Actual Internal EBITA for such calendar year is greater than 106.25% of the Company Amended Base Case for that year, the Option shall not be earned for any further Units than provided above until Actual Internal EBITA for such calendar year is terminated by reason equal to or greater than 100% of such Employee’s permanent and total disability the Original Base Case (as defined under Section 22(e)(3below) for that year as such target appears in the Original Agreement (as defined below), at which point the Option shall be earned as follows: (i) if Actual Internal EBITA for such calendar year is between 100% and 106.25% of the Internal Revenue Code)Original Base Case for that year, any the number of Units underlying the Option that will be earned for the calendar year will be the sum of (x) the number of Options which have not vested as calculated in accordance with paragraph (c) above and (y) an amount determined by interpolation at the linear rate of 1/56.25 of the date Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit) between 100% and 106.25% of the Original Base Case; and (ii) if Actual Internal EBITA for such Employee’s termination calendar year is equal to or greater than 106.25% of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee the Original Base Case for that year, the Option shall be exercisable until the earlier earned for 1/5 of the Option Termination Date or Units (rounded to the date twelve months after nearest .0001 of a Unit) at the date end of such Employee’s permanent and total disability. (e) In that year; provided that any Units that are not earned at the event that end of a particular calendar year may be earned at the employment end of an Employee with a subsequent calendar year based on the Bank, Company or cumulative Actual Internal EBITA as a subsidiary percent of the Company is terminated for cause cumulative Original Base Case (i.e., fraud, dishonesty or willful misconductusing the methodology described in the Original Agreement), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for • For purposes of this section, but no Option may be exercised during any such leave of absence.Amendment:

Vesting of Option. (a) Subject The Option (unless terminated as hereinafter provided) shall become exercisable on the earlier of (i) the first anniversary of the Date of Grant and (ii) the next annual meeting of the Company’s stockholders that occurs in 20__ closest to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: First first anniversary of this Agreement 400 Second anniversary the Date of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant Grant (the “Option Termination Vesting Date”), provided that the Optionee shall have been in the continuous service as a member of the Board (“Director”) through such date (the period from the Date of Grant until the Vesting Date, the “Vesting Period”). (b) In Notwithstanding Section 3(a) above, the unvested portion of the Option (to the extent the Option has not been forfeited) shall become immediately exercisable in full if the Optionee’s service as a Director is terminated due to the Optionee’s death or Disability during the Vesting Period. (c) Notwithstanding Section 3(a) above, if the Optionee’s service as a Director involuntarily ceases without Cause (as defined in Section 8(a)) prior to the end of the Vesting Period, unless otherwise provided in Section 5(c), a pro-rata portion of the Option (to the extent the Option has not been forfeited) shall become exercisable in an amount equal to the product of the total number of shares of Common Stock subject to the Option as evidenced by this Agreement, multiplied by a fraction, the numerator of which is the number of full months from the Date of Grant until the date on which the Optionee’s service as a Director is terminated without Cause and the denominator of which is 12. (d) Notwithstanding Section 3(a) above, in the event of a Change in Control (as defined in section 7(c)(i) of the Plan)Control, the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire vest and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement datein accordance with Section 5 below. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. The right to exercise this Option shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment (the “Vested Shares”). Subject to Optionee’s compliance to the Company’s satisfaction with all terms and conditions of his or her Retention Agreement, including without limitation Optionee’s Continuous Service through the Retention Period Expiration Date, the Shares acquired hereunder shall vest in full and become Vested Shares in accordance with the following schedule, subject to this Section 3: (a) Subject to percent (____%) of the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as vest in full in a single installment upon the later to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years occur of the date following: (i) the successful launch of grant the Generation 2 Product in the European Union and (ii) the successful completion of the implantation of at least fifty (50) Generation 2 Products in patients in the European Union registry, each as determined by the Company in its sole discretion (collectively the “Option Termination DateFirst Milestone”).; and (b) percent (____%) of the Shares shall vest in full in a single installment upon the later to occur of the following: (i) the receipt of CE Xxxx Approval and (ii) the receipt of IDE submission approval from the FDA (collectively, the “Second Milestone” and together with the First Milestone, the “Milestones”). In the event that Optionee’s Continuous Service is terminated prior to the achievement of a Change in Control (as defined in section 7(c)(i) of the Plan)either Milestone, the Option Shares shall be fully vested and exercisable immediately as continue to all Common Stock granted under vest after the Optiondate of termination of Optionee’s Continuous Service; provided, such Change however, that no additional Shares shall vest after the date of termination of Optionee’s Continuous Service if either (i) Optionee’s Continuous Service is terminated for any reason prior to the Retention Period Expiration Date or (ii) the Company terminates Optionee’s Continuous Service due to Optionee’s failure to comply with the terms and conditions of the Retention Agreement. Notwithstanding any of the foregoing, this Option shall continue to be exercisable in Control transaction is executed during the period commencing accordance with Section 4 hereof with respect to that number of Shares that have become Vested Shares as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such EmployeeOptionee’s permanent and total disabilityContinuous Service. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to the provisions hereof and the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereofthe Plan, the Option to purchase Shares shall will vest and become vested exercisable as follows: (a) Except as otherwise provided in this Section 4, the Option will vest and become exercisable in accordance with the following schedule: (i) on ___________, the Option will vest with respect to, and may be exercised by said Employee as for up to, one-quarter (25%) of the shares of Common Stock subject to the number of Shares Option; (ii) on ___________, the Option will vest with respect to, and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless may be exercised within ten for up to, one-quarter (1025%) years of the date shares of grant Common Stock subject to the Option; (iii) on ___________, the “Option Termination Date”)will vest with respect to, and may be exercised for up to, one-quarter (25%) of the shares of Common Stock subject to the Option; and (iv) on ___________, the Option will vest with respect to, and may be exercised for up to, one-quarter (25%) of the shares of Common Stock subject to the Option. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. (b) In Notwithstanding any provision of this Section 4 to the contrary, in the event of the Participant’s Termination of Service due to the Participant’s death or Total and Permanent Disability before a Change date provided in Control subsection (as defined in section 7(c)(i) a), then all of the Plan), shares of Common Stock subject to the Option shall be fully which have not yet vested will vest and become exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of on the date of an agreement providing for such transaction the Participant’s death or Total and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeitedPermanent Disability. (c) In Notwithstanding any provisions of this Section 4 to the contrary, in the event that a Change in Control occurs prior to the employment of Employee with the Bank, Company or a subsidiary date of the Company is terminated by reason Participant’s Termination of such Employee’s deathService, any Options granted under this Agreement then all of the shares of Common Stock subject to the Option which have not yet vested as of will vest and become exercisable on the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distributionChange in Control. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to Unless the provisions exercisability of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) the Option is accelerated in accordance with Article 13 of the Plan or as provided in Section 5 hereof, the Option to purchase Shares shall vest (become vested and may be exercised by said Employee exercisable) only in cumulative periodic installments as to follows: (a) During the number of Shares and on or after the dates set out on the first year following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan)this Agreement, the Option shall be fully vested and exercisable immediately as to all Common Stock granted under none of the shares subject to the Option; provided, such Change in Control transaction is executed during ; (b) During the period commencing as of beginning one year after the date of an agreement providing this Agreement and for such transaction and ending a period of one year thereafter, the Option shall be exercisable as to the shares described in paragraph 1(a) above, minus the number of the earlier of the expiration date of such Option or the date on shares, if any, as to which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited.has been previously exercised; (c) In During the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months period beginning two years after the date of such Employee’s death. Any such vested this Agreement and for a period of one year thereafter, the Option shall be exercisable with respect to the shares described in paragraphs 1(a) and (b) above, minus the number of a deceased Employee may be exercised prior shares, if any, as to their expiration only by a person or persons to whom such Employee’s which the Option rights pass by will or by the laws of descent and distribution.has been previously exercised; (d) In During the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months period beginning three years after the date of such Employee’s permanent this Agreement and total disability.for a period of one year thereafter, the Option shall be exercisable as to the shares described in paragraphs 1(a), (b) and (c) above, minus the number of shares, if any, as to which the Option has been previously exercised; (e) In During the event that period beginning four years after the employment date of an Employee with this Agreement and for a period of one year thereafter, the Bank, Company or a subsidiary of Option shall be exercisable as to the Company is terminated for cause (i.e., fraud, dishonesty or willful misconductshares described in paragraphs 1(a), all Options granted under this Agreement shall immediately expire (b), (c), and (d) above, minus the Employee shall immediately forfeit all Options granted under this Agreement.number of shares, if any, as to which the Option has been previously exercised; and (f) In During the event that period beginning five years after the employment date of an Employee this Agreement and for the remainder of its term, the Option shall be exercisable with the Bank, Company or a subsidiary respect to all of the Company is terminated by reason shares minus the number of such Employee’s retirementshares, any Options if any, as to which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement datehas been previously exercised. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: Date Number of Shares ----- ----------------- First anniversary of this Agreement 400 500 Second anniversary of this Agreement 400 500 Third anniversary of this Agreement 400 500 Fourth anniversary of this Agreement 400 500 Fifth anniversary of this Agreement 400 500 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “"Option Termination Date”"). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s 's death, any Options granted under this Agreement which have not vested as of the date of such Employee’s 's death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s 's death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s 's Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s 's permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s 's termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s 's permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s 's retirement, any Options which have not vested as of such Employee’s 's retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s 's retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s 's retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s 's termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s 's termination date. All vested and exercisable options as of such Employee’s 's termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject a. The right to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the exercise this Option to purchase shall vest as follows: i. The Option Shares shall become vested be divided into 28 equal installments. ii. The first six installments shall vest on February 28, 2007. iii. An additional installment shall vest on the final day of the month each month, and may the final installment shall vest on December 31, 2008. b. No additional shares shall vest after the date of termination of Employee's "Continuous Employment", but this Option shall continue to be exercised by said Employee as exercisable in accordance with this Agreement with respect to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years shares that have vested as of the date of grant (termination of the “Option Termination Date”)Employee's Continuous Employment. Continuous Employment shall mean employment by the Corporation or any subsidiary or parent of the Corporation that is uninterrupted except by leaves of absence approved by the Board of Directors of the Corporation. (b) c. In the event of a Continuous Employment that is terminated due to death or total disability of Employee as set forth in the Employment Agreement, this Option shall become immediately and fully vested and exercisable. d. In the event of a Change in Control of the Corporation, if the Option remains outstanding, then: i. The Option shall become immediately vested and fully exercisable; and ii. Employee shall be entitled to exercise this Option in whole or in part and exchange the shares received on exercise for the consideration received by the holders of the Corporation's common stock in the Change in Control transaction. e. A Change in Control shall mean the occurrence prior to exercise or termination of the Option of: i. The acquisition by any "Person" (as the term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Act")) of any securities of Corporation which generally entitles the holder thereof to vote for the election of directors of the Corporation (the "Voting Securities") which, when added to the Voting Securities then "Beneficially Owned" (as defined in section 7(c)(ithe Act) by such Person, would result in such Person "Beneficially Owning" (as defined in the Act) fifty percent or more of the Plan)combined voting power of Corporation's then outstanding Voting Securities; or ii. Corporation survives a merger, the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information consolidation or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised reorganization only as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company an entity (other than an entity which was controlled by Corporation immediately prior to such merger, consolidation or other reorganization); or iii. Corporation sells, leases or exchanges all or substantially all of its assets to another person or entity (other than an entity controlled by Corporation); or iv. Corporation is dissolved; or v. Employee's Continuous Employment is terminated by reason of such Employee’s death, any Options granted under this Agreement as a condition precedent to an event which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of would otherwise constitute a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distributionChange in Control. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(cthe Plan and the provisions of this Award Agreement [(including the requirement in Section 6 that the Option Holder continue to be employed by the Company or one of its Subsidiaries on the dates set forth below), 3(d), 3(e), 3(f) and 3(g) hereof], the Option to purchase Shares shall become vested will be exercisable in accordance with the following schedule: (a) on the [ ] anniversary of the Vesting Start Date (as set forth above) the Option will vest with respect to, and may be exercised by said Employee as to for up to, [ ] of the total number of Option Shares and on or after the dates as set out on the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”).forth above; (b) In the event of a Change in Control (as defined in section 7(c)(i) [on each succeeding anniversary of the Plan)Vesting Start Date, the Option will vest with respect to, and may be exercised for up to, an additional [ ] of the Option Shares so that on the [ ] anniversary of the Vesting Start Date, the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited.full;] (c) In [on the event that last day of each succeeding [ ]-month period beginning on the employment of Employee with the Bank, Company or a subsidiary [ ] anniversary of the Company is terminated by reason Vesting Start Date, the Option will vest with respect to, and may be exercised for up to, an additional [ ] of such Employee’s death, any Options granted under this Agreement which have not vested the Option Shares; (and as of the date last day of each such Employee’s death shall immediately expire and shall become unexercisable [ ]-month period, the resulting aggregate number of vested Option Shares will be rounded down to the nearest whole number of Option Shares); so that on such date. All vested and exercisable Options granted under this Agreement to such Employee the day before the [ ] anniversary of the Vesting Start Date, the Option shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution.in full;] (d) In to the event that the employment of an Employee with the Bankextent not exercised, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee installments shall be exercisable until the earlier of the Option Termination Date cumulative and may be exercised in whole or the date twelve months after the date of such Employee’s permanent and total disability.in part; and (e) In the event that the employment of an Employee with the Bank, Company or Option shall vest upon a subsidiary Change in Control of the Company while the Option Holder is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and employed by the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary one of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement dateits Subsidiaries. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(cthe Plan and the provision of this Agreement (including the requirement in Section 6 that Optionee continue to be employed by or in an applicable service relationship with the Company on the dates set forth below), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested will be exercisable in accordance with the following schedule: (a) on the first anniversary of the Grant Date, the Option will vest with respect to, and may be exercised by said Employee as to for up to, ___________ percent (____%) of the total number of Shares and on or after shares of the dates Stock covered by the Option as set out forth on the following schedule: First anniversary first page of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “"Option Termination Date”Shares").; (b) In on each succeeding anniversary of the event of a Change in Control Grant Date, the Option will vest with respect to, and may be exercised for up to, an additional ___________ percent (as defined in section 7(c)(i____%) of the Plan)Option Shares, so that on the ____ anniversary of the Grant Date the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Optionin full; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited.and (c) In to the event that the employment extent not exercised, installments shall be cumulative and may be exercised in whole or in part. Notwithstanding any other provision of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as to the contrary, upon the occurrence of a Change of Control, the date of such Employee’s death shall immediately expire and Option shall become unexercisable on such date. All fully vested and exercisable Options granted under this Agreement immediately prior to such Employee shall be exercisable until the earlier occurrence of the Option Change of Control provided that the Optionee has not incurred a Termination Date of Employment or Termination of Service and continues to be employed by, a Non-Employee Director or affiliated as a service provider to, the date twelve months after Company or an Affiliate immediately prior to the date occurrence of such Employee’s death. Any such vested Option Change of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distributionControl. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. The Option will vest and become exercisable as follows: (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on On or after the dates set out on the following schedule: First first anniversary of this Agreement 400 Second anniversary the Date of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten Grant, or , Employee may purchase up to one-third (101/3) years of the date total number of grant (the “Option Termination Date”)shares of Common Stock subject to this Option. (b) In On or after the event second anniversary of a Change in Control the Date of Grant, or , Employee may purchase up to an additional one-third (1/3) of the total number of shares of Common Stock subject to this Option; provided, however, that if the Company has achieved the “First Year Target” (as defined in section 7(c)(iSection 5(a) of the Planbelow), Employee may purchase the Option shall be fully vested and exercisable immediately as to all shares of Common Stock granted under the Option; provided, such Change described in Control transaction is executed during the period commencing as of this Section 4(b) on or after the date which is eighteen months after the Date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option Grant, or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In On or after the event that the employment of Employee with the Bank, Company or a subsidiary third anniversary of the Company is terminated by reason Date of such Employee’s deathGrant, any Options granted under this Agreement which have not vested as or , Employee may purchase up to an additional one-third (1/3) of the date total number of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under shares of Common Stock subject to this Agreement to such Employee shall be exercisable until Option; provided, however, that: (i) If the earlier of Company has achieved the Option Termination Date First Year Target or the “Second Year Target” (as defined in Section 5(b) below), Employee may purchase the shares of Common Stock described in this Section 4(c) on or after the date twelve which is thirty months after the date Date of such Employee’s death. Any such vested Option of a deceased Grant, or ; and (ii) If the Company has achieved the First Year Target and the Second Year Target, Employee may be exercised prior to their expiration only by a person purchase the shares of Common Stock described in this Section 4(c) on or persons to whom such Employee’s Option rights pass by will after the second anniversary of the Date of Grant, or by the laws of descent and distribution. (d) In Notwithstanding the event that the employment foregoing, upon a Change of an Control (as herein after defined) Employee with the Bank, Company or a subsidiary may purchase 100% of the Company is terminated by reason number of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant shares subject to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disabilityOption. (e) If any Option vesting date is not a business day on which the New York Stock Exchange (“NYSE”) is open, such vesting date will be deemed to be the next succeeding business day on which the NYSE is open. In the no event that the employment will this Option be re-priced, or deemed to be re-priced, as a result of an Employee with the Bankany acceleration of vesting periods, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under as described in this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this AgreementSection 4. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary Attachment A provides generic examples of the Company is terminated by reason operation of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement datea performance accelerated stock option. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: Date Number of Shares ----- ----------------- First anniversary of this Agreement 400 1,500 Second anniversary of this Agreement 400 1,500 Third anniversary of this Agreement 400 1,500 Fourth anniversary of this Agreement 400 1,500 Fifth anniversary of this Agreement 400 1,500 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “"Option Termination Date”"). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s 's death, any Options granted under this Agreement which have not vested as of the date of such Employee’s 's death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s 's death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s 's Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s 's permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s 's termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s 's permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s 's retirement, any Options which have not vested as of such Employee’s 's retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s 's retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s 's retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s 's termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s 's termination date. All vested and exercisable options as of such Employee’s 's termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. The Option shall vest in accordance with Schedule A; provided, however, that: (a) Subject to if the provisions Optionee’s Employment terminates as a result of Paragraphs 3(c)(i) termination of the Optionee by Employer without Cause or (ii) the Optionee’s Disability or death, 3(d), 3(e), 3(fthen (A) and 3(g) hereof, the Option to purchase Shares shall Vest on a Pro Rata Basis, (B) any unvested portion of the Option that was earned for the 2009 or 2010 calendar year based on Schedule A shall become fully vested as of the Date of Termination, and may be exercised by said Employee as (C) if a Change of Control has occurred, any amount that is scheduled to the number of Shares and on or after the dates set out vest on the following schedule: First one-year anniversary of this Agreement 400 Second anniversary the Change of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10Control pursuant to Section 2(l)(i) years above shall become fully vested as of the date Date of grant (the “Option Termination Date”).Termination; (b) In if the Optionee’s Employment terminates as a result of resignation or retirement by the Optionee, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee (or as of the beginning of the year containing the Date of Termination, in the event of such termination of employment after 2010); no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (c) if the Optionee’s Employment terminates as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; and (d) upon a Change of Control through December 31, 2013, the Option shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock through December 31, 2013; and (e) notwithstanding the foregoing, in the event of a Change in of Control (as defined in section 7(c)(i) after the 2009 or 2010 calendar year, any portion of the Plan)Option that was earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.” 33. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: “2009 and 2010 Performance Goals: 1. Notwithstanding the foregoing, the foregoing Base Case performance goals shall be amended with respect to the 2009 or 2010 calendar years. As amended, with respect to each of the 2009 and 2010 calendar years, the Option shall be fully vested earned to the extent that the Amended Base Case (defined below) for each such calendar year is achieved during such period as follows and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as portion of the date of an agreement providing Option that is earned for such transaction and ending as calendar year shall vest in accordance with the vesting schedule set forth in paragraph 2 below: (a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the earlier Amended Base Case for that year, the Option will not be earned for any Units at the end of that year; (b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the expiration date Amended Base Case for that year, the number of such Units underlying the Option or that will be earned for the date on which calendar year will be determined by interpolation at the disposition linear rate of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as 1/93.98 of the date Units per one percentage point of such breach shall be immediately forfeited.Actual Internal EBITA (rounded to the nearest .0001 of a Unit); (c) In the event that the employment of Employee with the Bank, Company or a subsidiary If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25% of the Company is terminated Amended Base Case for that year, the number of Units underlying the Option that will be earned for the calendar year will be the sum of (i) the number of Options calculated in accordance with paragraph (b) above and (ii) the number of Options determined by reason interpolation at the linear rate of such Employee’s death, any Options granted under this Agreement which have not vested as 1/299.41 of the date Units per one percentage point of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement Actual Internal EBITA in excess of 100% (rounded to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option nearest .0001 of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution.Unit); (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary If Actual Internal EBITA for such calendar year is greater than 106.25% of the Company Amended Base Case for that year, the Option shall not be earned for any further Units than provided above until Actual Internal EBITA for such calendar year is terminated by reason equal to or greater than 100% of such Employee’s permanent and total disability the Original Base Case (as defined under Section 22(e)(3below) for that year as such target appears in the Original Agreement (as defined below), at which point the Option shall be earned as follows: (i) if Actual Internal EBITA for such calendar year is between 100% and 106.25% of the Internal Revenue Code)Original Base Case for that year, any the number of Units underlying the Option that will be earned for the calendar year will be the sum of (x) the number of Options which have not vested as calculated in accordance with paragraph (c) above and (y) an amount determined by interpolation at the linear rate of 1/67.5 of the date Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit) between 100% and 106.25% of the Original Base Case; and (ii) if Actual Internal EBITA for such Employee’s termination calendar year is equal to or greater than 106.25% of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee the Original Base Case for that year, the Option shall be exercisable until the earlier earned for 1/6 of the Option Termination Date or Units (rounded to the date twelve months after nearest .0001 of a Unit) at the date end of such Employee’s permanent and total disability. (e) In that year; provided that any Units that are not earned at the event that end of a particular calendar year may be earned at the employment end of an Employee with a subsequent calendar year based on the Bank, Company or cumulative Actual Internal EBITA as a subsidiary percent of the Company is terminated for cause cumulative Original Base Case (i.e., fraud, dishonesty or willful misconductusing the methodology described in the Original Agreement), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for • For purposes of this section, but no Option may be exercised during any such leave of absence.Amendment:

Vesting of Option. (a) Subject a. The right to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the exercise this Option to purchase shall vest as follows: i. The Option Shares shall become vested be divided into 28 equal installments. ii. The first six installments shall vest on February 28, 2007. iii. An additional installment shall vest on the final day of the month each month, and may the final installment shall vest on December 31, 2008. b. No additional shares shall vest after the date of termination of Employee’s “Continuous Employment”, but this Option shall continue to be exercised by said Employee as exercisable in accordance with this Agreement with respect to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years shares that have vested as of the date of grant (termination of the “Option Termination Date”)Employee’s Continuous Employment. Continuous Employment shall mean employment by the Corporation or any subsidiary or parent of the Corporation that is uninterrupted except by leaves of absence approved by the Board of Directors of the Corporation. (b) c. In the event of a Continuous Employment that is terminated due to death or total disability of Employee as set forth in the Employment Agreement, this Option shall become immediately and fully vested and exercisable. d. In the event of a Change in Control of the Corporation, if the Option remains outstanding, then: i. The Option shall become immediately vested and fully exercisable; and ii. Employee shall be entitled to exercise this Option in whole or in part and exchange the shares received on exercise for the consideration received by the holders of the Corporation’s common stock in the Change in Control transaction. e. A Change in Control shall mean the occurrence prior to exercise or termination of the Option of: i. The acquisition by any “Person” (as the term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”)) of any securities of Corporation which generally entitles the holder thereof to vote for the election of directors of the Corporation (the “Voting Securities”) which, when added to the Voting Securities then “Beneficially Owned” (as defined in section 7(c)(ithe Act) by such Person, would result in such Person “Beneficially Owning” (as defined in the Act) fifty percent or more of the Plan)combined voting power of Corporation’s then outstanding Voting Securities; or ii. Corporation survives a merger, the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information consolidation or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised reorganization only as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company an entity (other than an entity which was controlled by Corporation immediately prior to such merger, consolidation or other reorganization); or iii. Corporation sells, leases or exchanges all or substantially all of its assets to another person or entity (other than an entity controlled by Corporation); or iv. Corporation is dissolved; or v. Employee’s Continuous Employment is terminated by reason of such Employee’s death, any Options granted under this Agreement as a condition precedent to an event which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of would otherwise constitute a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distributionChange in Control. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject The right to exercise this Option shall vest in ----------------- installments, in the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares amounts and on or after the dates set out on forth below, provided that Optionee remains in the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”). (b) In the event of a Change in Control "Continuous Service" (as defined in section 7(c)(iSection 3 below) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing Company as of the date of an agreement providing for such transaction and ending as vesting: (i) One-fifth, or 20%, of the earlier number of Shares subject to this Option (rounded to the nearest whole number) shall vest on the first anniversary of the expiration Vesting Start Date (as defined below); (ii) an additional one-fifth, or 20%, of the number of Shares subject to this Option (rounded to the nearest whole number) shall vest annually thereafter for three (3) successive years, commencing on the date that is one year after the first anniversary of the Vesting Start Date and continuing on the same date of such each annual period thereafter; and (iii) the remaining Shares subject to this Option or shall vest on the date on which fifth anniversary of the disposition of assets or stock contemplated by such agreement is consummatedVesting Start Date. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of The "Vesting Start Date" shall be ____________________. No additional shares shall vest after the date of such breach termination of Optionee's Continuous Service, but this Option shall continue to be immediately forfeited. (c) In the event exercisable in accordance with Section 3 hereof with respect to that the employment number of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which shares that have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disabilityOptionee's Continuous Service. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 3,000 Third anniversary of this Agreement 400 1,500 Fourth anniversary of this Agreement 400 1,500 Fifth anniversary of this Agreement 400 1,500 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 141 Second anniversary of this Agreement 400 141 Third anniversary of this Agreement 400 141 Fourth anniversary of this Agreement 400 140 Fifth anniversary of this Agreement 400 140 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject 4.1. So long as Optionee shall be employed by the Company and Optionee shall not have violated the provisions of Sections 13 through 20 hereof inclusive, and further subject to the provisions of Paragraphs 3(c)the Plan and this Agreement regarding the duration of the Option and the period during which the Option may be exercised, 3(d), 3(e), 3(f) and 3(g) except as provided in Section 4.2 hereof, the Option to purchase Shares Optionee shall become vested and may be exercised by said Employee in the Shares as to follows: (a) Thirty percent (30%) of the number of Shares and on or after the dates set out shall vest on the following schedule: First first (1st) anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Grant Date”).; (b) In the event of a Change in Control Thirty percent (as defined in section 7(c)(i30%) of the Plan), Shares shall vest on the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as second (2nd) anniversary of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited.Grant Date; and, (c) In the event that the employment of Employee with the Bank, Company or a subsidiary Forty percent (40%) of the Company is terminated by reason Shares shall vest on the third (3rd) anniversary of such Employee’s deaththe Grant Date. 4.2. Notwithstanding Section 4.1 hereof, any Options granted under but subject to the provisions of the Plan and this Agreement which have not vested as of regarding the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier duration of the Option Termination Date or and the date twelve months after Period during which the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised exercised, Optionee shall become one hundred percent (100%) vested in the Shares if any of the following shall occur prior to their the termination or expiration only by of the Option: (i) a person Qualified Public Offering, as defined in Section 4.3 hereof; (ii) an Offer to Buy the Company, which the Majority Shareholders desire to accept, as provided in Section 5.1 hereof; or persons (iii) the liquidation, dissolution, merger or consolidation of the Company, as provided in Section 5.2 hereof. 4.3. For purposes of Section 4.2 hereof, a "Qualified Public Offering" shall mean the first offer for sale of Common Stock of the Company, in any single transaction or series of related transactions, pursuant to whom such Employee’s Option rights pass by will or an effective registration filed by the laws Company under the Securities Act of descent 1933, as amended, in which the Company receives aggregate gross proceeds (before deduction of underwriting discounts and distributionexpenses of sale) of Twenty Million Dollars ($20,000,000). (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date4.4. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for For purposes of this sectionAgreement, but no the Shares which are vested are referred to as "Vested Shares". The Option may be exercised during any such leave with respect to the Vested Shares, as provided under the applicable provisions of absencethis Agreement.

Vesting of Option. (a) Subject to the provisions hereof and the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereofthe Plan, the Option to purchase Shares shall will vest and become vested exercisable as follows: (a) Except as otherwise provided in this Section 4, the Option will vest and become exercisable in accordance with the following schedule: (i) on the anniversary of the Date of Grant, the Option will vest with respect to, and may be exercised by said Employee as for up to, ( %) of the shares of Common Stock subject to the number Option, provided the Participant is an Employee of Shares and the Company or a Subsidiary on or after the dates set out such date; (ii) on the following schedule: First anniversary of this Agreement 400 Second the Date of Grant, the Option will vest with respect to, and may be exercised for up to, ( %) of the shares of Common Stock subject to the Option, provided the Participant is an Employee of the Company or a Subsidiary on such date; (iii) on the anniversary of this Agreement 400 Third the Date of Grant, the Option will vest with respect to, and may be exercised for up to, ( %) of the shares of Common Stock subject to the Option, provided the Participant is an Employee of the Company or a Subsidiary on such date; and (iv) on the anniversary of this Agreement 400 Fourth anniversary the Date of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire Grant, the Option will vest with respect to, and are void unless may be exercised within ten (10for up to, ( %) years of the date shares of grant (Common Stock subject to the “Option Termination Date”)Option, provided the Participant is an Employee of the Company or a Subsidiary on such date. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. (b) In Notwithstanding any provision of this Section 4 to the contrary, in the event of the Participant’s termination of employment due to the Participant’s death or Total and Permanent Disability before a Change date provided in Control subsection (as defined in section 7(c)(i) a), then a pro rata portion of the Plan), shares of Common Stock subject to the Option shall be fully that would have vested and exercisable immediately as to all Common Stock granted under on the Option; provided, such Change in Control transaction is executed during anniversary of the period commencing as Date of Grant next following the date of an agreement providing for such transaction the Participant’s termination of employment due to his death or Total and ending as Permanent Disability (the “Next Vesting Date”) (prorated based on the number of days of the earlier of Participant’s employment during the expiration date of such Option or one-year period immediately preceding the date Next Vesting Date) will vest and become exercisable on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeitedthe Participant’s termination of employment due to his death or Total and Permanent Disability. (c) In Notwithstanding any provision of this Section 4 to the contrary, in the event that the employment of Employee with the Bank, Company or a subsidiary of the Participant’s termination of employment upon or within 12 months following a Change in Control: (i) by the Company without Cause (as that term is terminated defined in the Employment Agreement), (ii) by reason the Company upon its nonrenewal of such Employee’s deaththe Employment Agreement, any Options granted under this Agreement or (iii) by the Participant for Good Reason (as that term is defined in the Employment Agreement), then all of the shares of Common Stock subject to the Option which have not yet vested as of will vest and become exercisable on the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier termination of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distributionemployment. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such EmployeeParticipant’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause as provided in subsection (b) or retirement(c) above, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or shall not continue to vest after such termination of employment and shall be subject to termination pursuant to Section 6. For purposes of clarity, if the EmployeeParticipant’s termination date. All vested and exercisable options role with the Company is modified so that he is solely serving as of such Employee’s termination date shall expire on the earlier of Executive Chairman, the Option Termination Date or 90 days after termination. A leave of absence approved in writing by shall continue to vest, until the Board date he ceases serving as Executive Chairman and he shall not be deemed a termination of to have terminated employment for purposes until such date. (e) Notwithstanding any provision of this sectionSection 4 to the contrary, but no if a Change in Control occurs and, in connection with such Change in Control, the successor entity to the Company does not assume the Option, then all of the shares of Common Stock subject to the Option may be exercised during any which have not yet vested will vest and become exercisable on the date of such leave of absenceChange in Control.

Vesting of Option. The right to exercise this Option shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment, as follows: (a) Subject Upon the completion to the provisions satisfaction of Paragraphs 3(cthe Company, as determined by the Board of Directors of the Company in its sole and absolute discretion, of the achievement of the goals and objectives set forth on Exhibit A attached hereto, within the periods and pursuant to the terms and conditions specified on Exhibit A, then, so long as Optionee has not breached this Agreement in any material respect prior to the date of any proposed exercise, this Option shall become exercisable for the number of Shares so specified on Exhibit A; (b) If the goals and objectives set forth on Exhibit A attached hereto are not achieved as set forth in paragraph (a) above, this Option shall become fully exercisable as to all Shares purchasable hereunder on the day before the end of the seventh (7th) year following the date of this Agreement; provided, however, that notwithstanding any other provision hereof, with respect to this paragraph (b), 3(d), 3(e), 3(f) and 3(g) hereof, the Optionee shall not become entitled to exercise the Option to purchase any Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the if Optionee’s “Option Termination Date”). (b) In the event of a Change in Control Continuous Service” (as defined in section 7(c)(iSection 3 below) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed terminates at any time during the period commencing as of on the date of an agreement providing for such transaction this Agreement and ending as on the last day of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank seventh (7th) year following termination, then any Option granted hereunder but not exercised as of the date of such breach this Agreement. No additional shares shall vest after the date of termination of Optionee’s “Continuous Service” (as defined in Section 3 below), but this Option shall continue to be immediately forfeited. (c) In the event exercisable in accordance with Section 3 hereof with respect to that the employment number of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which shares that have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such EmployeeOptionee’s permanent and total disabilityContinuous Service. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 63 Second anniversary of this Agreement 400 63 Third anniversary of this Agreement 400 63 Fourth anniversary of this Agreement 400 62.69 Fifth anniversary of this Agreement 400 62 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 227 Second anniversary of this Agreement 400 227 Third anniversary of this Agreement 400 226 Fourth anniversary of this Agreement 400 226 Fifth anniversary of this Agreement 400 226 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.