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.

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.

Reasonable Best Efforts. The Buyer shall use its reasonable best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Section 6 of this Agreement. The Company shall use its reasonable best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Section 7 of this Agreement.

Severance Pay. In consideration of Employee’s promises and releases in this Agreement, Employer agrees to provide Employee with severance pay in the lump sum amount of $240,000 (Two Hundred Forty Thousand Dollars and No Cents) less all applicable withholdings required by law (“Severance Pay”), which is the equivalent of one year of Employee’s annual base salary. The Severance Pay will be payable within 30 business days after the Effective Date of this Agreement (defined in Section 19.2 below), and provided that Employee continues to comply in all material respects with this Agreement.

Separation Pay. In consideration of this Agreement, the Company agrees to pay Employee a minimum of One Hundred Sixty-seven Thousand Five Hundred dollars ($167,500.00) representing six (6) months’ gross wages (the “Separation Pay”). The Company will pay the Separation Pay to Employee in thirteen (13) bi-weekly installment payments of Twelve Thousand Eight Hundred Eighty-Four & 62/100 ($12,884.62) each (the “Bi-Weekly Payments”), consistent with the Company’s regular payroll intervals; provided the Bi-Weekly Payment shall not become due and payable until the Company’s regular payroll date that occurs at least seven (7) days after the General Release becomes effective and period for revocation has expired (such bi-weekly installment period being collectively referred to as the “Separation Pay Period”). Payment of the Separation Pay (and any Additional Separation Pay) shall be subject to applicable withholdings and other ordinary and customary payroll taxes.

Premium Pay. Include the amount of salaries and wages over and above the basic rate of pay.