Adjustments Upon Certain Events. Subject to the terms of the Plan and the LTIP, in the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an "Adjustment Event"), the Committee shall, in its sole discretion, make an appropriate and equitable adjustment in the number of Shares subject to this Agreement to reflect such Adjustment Event. Any such adjustment made by the Committee shall be final and binding upon the Participant, the Company and all other interested persons.

Adjustments Upon Certain Events. The Committee may, in its sole discretion, take any actions with respect to any unvested Performance RSUs subject to this Agreement pursuant to Section 10 of the Plan.

Certain Extraordinary or Nonrecurring Events. The Committee may make adjustments in the terms and conditions of, the criteria under, the applicable targets or goals included in, or the methodology for determining performance against the applicable targets or goals under, Awards to mitigate the impact of or to include the impact of significant, material, unusual or nonrecurring items, extraordinary events not foreseen at the time the targets were set, changes in applicable law, regulation or accounting principles or other circumstances determined by the Committee. In exercising its discretion, the Committee shall take into account such factors as it considers appropriate. The Committee’s decision shall be final and binding upon any person claiming a right to a payment under the Plan.

In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards (including, without limitation, cancellation of Awards in exchange for the in-the-money value, if any, of the vested portion thereof, or substitution of Awards using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Bank or any Affiliate or the financial statements of the Bank or any Affiliate, or in response to changes in applicable laws, regulations, or accounting principles.

Adjustments Upon Specified Events. In the event of a Share Change (as defined in the Plan), the number and class of Shares or other securities that Grantee shall be entitled to, and shall hold, pursuant to this Agreement shall be appropriately adjusted or changed to reflect the Share Change, provided that any such additional Shares or additional or different Shares or securities shall remain subject to the restrictions in this Agreement.

In the event and during the continuation of any default on any Senior Indebtedness of the Borrower, or upon the maturity of any of its Senior Indebtedness, resulting from the passage of time, acceleration or otherwise (each such event referred to as a “Subordination Event”), then unless and until such event shall have been cured or waived, shall have ceased to exist or provision shall have been made for payment in a manner satisfactory to the holders of such Senior Indebtedness, no payment shall be made by the Borrower with respect to the Loans (or any other payments due in connection with this Agreement). The Borrower shall give prompt written notice to the Lender of any Subordination Event; provided, however, that the failure to give such notice shall not affect the provisions of this Section 22.

Adjustment of Award Formula. In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the Performance Award to reflect such Participant’s individual performance in his or her position with the Company or such other factors as the Committee may determine, including adjustments to account for unanticipated events or occurrences at the time a Performance Goal was established or other unusual or nonrecurring events.

Certain Termination Events. In the event that Your termination of employment occurs as result of your death, Disability (as defined in that certain Amended and Restated Employment Agreement by and between You and the Company, effective as of ​, the “Employment Agreement”)), by the Company without Cause (as defined in the Employment Agreement) or by You for Good Reason (as defined in the Employment Agreement) (each, a “Termination Event”), Your RSUs will vest on the date of such a Termination Event based on # the Company’s actual performance with respect to the applicable Performance Criteria during such completed portion of the Performance Period that has provisionally vested on or prior to such a Termination Event and # assuming target achievement of the applicable Performance Criteria for such incomplete portion of the Performance Period that has not provisionally vested on or prior to such a Termination Event.

All unvested RSUs will vest on the date of Your termination of employment in the event Your employment is terminated for any of the following reasons:

The Committee shall make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual and non-recurring events (including without limitation, the events described in [Section 4.2] of the Plan) affecting the Company, or the financial statements of the Company, or of any changes in applicable laws, regulations, or accounting principles in accordance with the Plan.