Best Efforts. The Executive shall devote Executive’s full business time, attention and energies to the business and affairs of the Company and shall use Executive’s reasonable best efforts to advance the best interests of the Company and during the Term shall not be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, that will interfere with the performance by the Executive of Executive’s duties hereunder or the Executive’s availability to perform such duties or that will adversely affect, or negatively reflect upon, 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.

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:

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.

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.

Reasonable Best Efforts. During the Pre-Closing Period, each Party agrees to use its reasonable best efforts, and to cooperate with the other Parties, to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, appropriate or desirable to consummate and make effective, in as expeditiously as reasonably practicable, the funding of the Initial Cash Injections and the In-Kind Contributions and the other Transactions to occur prior to or at the Closing, including the satisfaction of the respective conditions set forth in Section 2.2, and including to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for effecting completely the consummation of the Closing.

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.

Transition Pay. The Company will continue to pay [[Person A:Person]] his regular salary through September 30, 2022 (at the same rate as in effect on the date of execution of this Agreement), irrespective of whether the Board accelerates the termination of [[Person A:Person]]’s employment to a date prior to September 30, 2022.