Awards. The Company, subject to the limitations of the Plan, shall provide the Executive the following Awards subject to the conditions set forth in the Plan, the Award Agreement Acceptance Certificate (the “Acceptance Certificate”), and the Terms & Conditions set forth herein.

Please confirm your acceptance to the terms and conditions of this Agreement by signing it below.

All equity awards require your acceptance of the terms and conditions contained in the Plan Documents.

The Borrowers may confirm their acceptance of the terms and conditions of this letter by signing the acceptance on the enclosed duplicate of this letter and returning it to the Bank.

By acceptance of this co-investment plan award, Participant agrees to all the terms and conditions hereof:

Acceptance of Escrow Agency. The Escrow Agent accepts the agency hereby created, subject to the following terms and conditions.

Terms and Conditions of Employment. For a period of ​ following the Closing Date, the Purchaser shall, or shall cause a Purchaser Affiliates or third-party professional employer organization, as applicable, to provide each Transferred Employee with compensation and employee benefits that are ​ to such Transferred Employee to the compensation and employee benefits provided to such Transferred Employee immediately prior to the Closing Date.

Terms and Conditions of Grants. Stock Options granted under this Plan are subject to the following terms and conditions and may contain such additional terms, conditions, restrictions and contingencies with respect to exercisability and/or with respect to the Shares acquired upon exercise as may be provided in the relevant agreement evidencing the Stock Options, so long as such terms and conditions are not inconsistent with the terms of this Plan, as the Committee deems desirable:

Options granted under the Plan shall be, as determined by the Committee, nonqualified or incentive stock options for federal income tax purposes, as evidenced by the related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine, and as evidenced by the related Award agreement:

Each Award Agreement with an Eligible Person shall state the Exercise Price. The Exercise Price for any Option shall not be less than the Fair Market Value on the date of Grant.