Best Efforts. Executive shall devote his best efforts to the business and affairs of the Company. Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply, in all material respects, with all rules and regulations of the Company (and special instructions of the Board, if any) and all other rules, regulations, guides, handbooks, procedures and policies applicable to the Company and its business in connection with his duties hereunder, including all United States federal and state securities laws applicable to the Company.

Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in [Section 6 and 7]7] of this Agreement.

Best Efforts. During the Term, the Executive shall devote his best efforts and full time and attention to promote the business and affairs of the Company, and may not, without the prior written consent of the Company, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, agent or representative of, any type of business or service (other than as an employee of the Company). It shall not be deemed a violation of the foregoing for the Executive to # act or serve as a director, trustee or committee member of any civic or charitable organization; # manage his personal, financial and legal affairs; or # serve as a director of an organization that is not a civic or charitable organization with the prior consent of the Board of Directors of the Company (the “Board”), which consent shall not be unreasonably withheld, in all cases so long as such activities (described in clauses (i), (ii) and (iii)) are permitted under the Company’s code of conduct and employment policies and do not materially interfere with or conflict with his obligations to the Company hereunder, including, without limitation, obligations pursuant to Section 6 below. Effective as of the Effective Date, Executive currently participates in the outside activities specified on [Schedule 1] and agrees that his participation in such activities do not and will not violate the terms of this Agreement, including, without limitation, the terms set forth in this Section 1(c) and Section 6 below.

PAY. The Company will pay the Executive the sum of $450,000.00, which shall be payable at the rate of $37,500.00 monthly.

Pay. During the Term, Company will pay Employee each of the following amounts:

Best Efforts Offering. If an Offering is on a best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Wainwright. Wainwright shall be a third party beneficiary with respect to the representations, warranties and covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.

Net-Best Benefit. Notwithstanding anything else in the Agreement to the contrary, if the payments and benefits to be afforded to the Executive under Section 4.9 (the “Severance Benefits”) either alone or together with other payments and benefits which the Executive has the right to receive from the Company or the Bank (or any affiliate) would constitute a “parachute payment” under Section 280G of the Code, and but for this Section 4.10, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Severance Benefits shall be reduced (the “Benefit Reduction”) by the minimum amount necessary to result in no portion of the Severance Benefits being subject to the Excise Tax, provided, however, that the Benefit Reduction shall only occur if the reduction would result in Executive’s “Net After-Tax Amount” attributable to the Severance Benefits being greater than it would be if no Benefit Reduction was effected. For this purpose, “Net After-Tax Amount” shall mean the net amount of Severance Benefits the Executive is entitled to under this Agreement after giving effect to all federal, state and local taxes which would be applicable to such payments and benefits, including but not limited to, the Excise Tax. Nothing contained herein shall result in the reduction of any payments or benefits to which the Executive may be entitled upon termination of employment and/or a Change in Control other than as specified in this Section 4.10, or a reduction in the Severance Benefits below zero. The calculations called for under this Section 4.10 shall be made by the Company’s independent accounting firm and shall be subject to review by an independent accounting firm engaged by the Executive at his expense if he desires such a review.

Final Pay. Your resignation will be effective and your employment with the Company will end on April 15, 2022. You will receive your final paycheck and pay for your accrued but unused vacation on that day or shortly thereafter in accordance with applicable law.

Differential Pay. Effective January 1, 2009, in accordance with the provisions of Code [Section 414(u)], during the period a Participant on military leave is receiving differential wage payments (as defined in Code [Section 3401(h)(2)]), such Participant shall be treated as remaining in the employment of the Company and such differential wage payments shall be considered compensation for all purposes under the Plan.

Termination Pay. [[Person A:Person]] acknowledges that he has been paid his base salary and accrued but unused vacation through the Separation Date (“Termination Pay”). [[Person A:Person]] shall submit expense reimbursement requests with suitable documentation within thirty (30) days following the Separation Date, and the Company shall promptly process such requests in accordance with its expense reimbursement policies.