Buyout Provisions. Except with respect to an Option whose Exercise Price exceeds the Fair Market Value of the Shares subject to the Option, the Committee may at any time # offer to buy out for a payment in cash or cash equivalents an Option previously granted or # authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish.

Required Provisions. Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

If to the Executive: At the address maintained in the personnel records of the Bank.

1.1Retirement Date; Notice of Retirement. You hereby acknowledge that you retire and resign from your employment effective May 15, 2023 or such earlier date that the Company determines to end your employment (such date, the “Retirement Date”). Effective as of February 15, 2023, you hereby resign as Chairman, President and Chief Executive Officer of FPL, and from each other officer position that you hold with the Company, its subsidiaries and its affiliates (collectively, the “Company Group”), and from all boards and committees of the Company Group, effective, in all cases, as of February 15, 2023, provided that from February 15, 2023 until the Retirement Date you shall continue to serve in the non-officer employee role of VP-Transition of FPL, reporting as an at-will employee to the Chief Executive Officer of the Company (the “CEO”), and you agree to execute any documents reasonably requested to effectuate the foregoing.

Provisions Independent. The Restrictive Covenants will be construed as an agreement independent of any other agreement, including any employee benefit agreement, and independent of any other provision of this Plan, and the existence of any claim or cause of action Participant brings against the Company or an Affiliated Company, whether predicated upon this Plan or otherwise, will not constitute a defense to the enforcement by the Company of such covenants.

Invalid Provisions. Should any provision of this Agreement for any reason be declared invalid, void or unenforceable by a court of competent jurisdiction, the validity and binding effect of any remaining portion shall not be affected, and the remaining portions of this Agreement shall remain in full force and effect as if this Agreement had been executed with said provision eliminated.

Surviving Provisions. Except as expressly provided in this First Amendment, all of the terms and provisions of the Employment Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Company and Employee. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Employment Agreement or as a waiver of or consent to any further or future action on the part of the Company or Employee that would require the waiver or consent of the other. On and after the date of this First Amendment, each reference in the Employment Agreement or this First Amendment to “this Agreement,” “the Agreement,” the “Employment Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Employment Agreement in any other agreements, documents or instruments will mean and be a reference to the Employment Agreement as amended by this First Amendment.

#​ has paid or will pay the Participant in full for all reimbursable business expenses, earned annualized salary, earned unpaid bonus pay, and any other earnings through the last day of the Participant’s employment (if and to the extent such payments are required to be made).

Any covenant or agreement herein which contemplates performance after the time of Closing of the sale of the Property shall not be deemed to be merged into or waived by the closing documents but shall expressly survive the Closing and be binding upon the Parties obligated thereby.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.