The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $450,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.

Voluntarily by Executive. During the Strategic Advisory Period, Executive may terminate his employment voluntarily at any time. Upon such a voluntary termination by Executive, each of the Company and Executive will be released from any and all further obligations under this Agreement except: # that the Company will pay to Executive the base salary and the 2022 Short-Term Incentive Plan benefit earned by Executive as of the Accelerated Retirement Date; and # as described in Section 6(d). In addition, provided that Executive signs this Agreement and signs and does not revoke the release described in 8(c), Executive’s PSUs and PBRSUs will fully vest notwithstanding the fact Executive will not be actively employed on these awards’ scheduled vesting dates.

Executive Life Insurance. The Company agrees to maintain the Employee's Executive and Senior Executive Life Insurance Policies and continue to make premium payments in accordance with the terms of the Plans.

Termination By Executive. Executive may, at any time upon written notice to Employer, immediately terminate his employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean # breach of this Agreement by Employer in any material respect, # any material adverse change in Executive’s status or position as the Chief Credit Officer or other comparable executive position of Employer as the case may be, including, without limitation, any material adverse change as a result of a material diminution of his duties or responsibilities, # any removal of Executive from, or any failure to reappoint or re-elect him to, any such position (except in connection with the termination of his employment pursuant to Section 4 or [Section 5(a)], or [Section 5(c)], or by him for other than Good Reason); or # any material change in the geographic location at which Executive must perform his duties under this Agreement.

Termination by Executive. Executive may terminate his employment hereunder with or without Good Reason (as defined below) by written notice to the Board of Directors of Employer effective 60 days after receipt of such notice by the Board of Directors. In the event that Executive terminates his employment hereunder for Good Reason, Executive shall be entitled to the salary specified in Section 6(e). Executive shall not be required to render any further services to Employer. Upon termination of employment by Executive without Good Reason, Executive shall be entitled to no further compensation under this Agreement. “Good Reason” shall be the failure by Employer to comply with the provisions of Section 4(a) or material breach by Employer of any other provision of this Agreement, which failure or breach shall continue for more than 30 days after the date on which the Board of Directors of Employer receive such notice.

Resignation by Executive. Executive may resign for “Good Reason” or no reason. For all purposes under this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances without the written consent of Executive:

Executive declares and represents that he has not filed or otherwise pursued any charges, complaints, lawsuits or claims of any nature against the Companies or any of its subsidiaries, affiliates or divisions, arising out of or relating to events occurring prior to and through the date of this Agreement, with any Governmental Agency or court with respect to any matter covered by this Agreement, and Executive has no knowledge of any fact or circumstance that he would reasonably expect to result in any such Claim against the Companies in respect of any of the foregoing. Except as provided in [Section 5(b) or 6] of this Agreement, and subject to the provisions thereof, Executive agrees herein not to bring suit against the Companies for events occurring prior to the date of this Agreement and not to seek damages from the Companies by filing a claim or charge with any Governmental Agency or court.

Executive may terminate his employment under this Agreement and resign his position(s) with Company at any time, for any reason whatsoever, or for no reason, in Executive’s sole discretion, by delivering a Notice of Termination (defined in Section 5(e) below) providing thirty (30) days’ advance notice of termination (the “Notice Period”). In the event of such termination, except as otherwise provided below, Executive shall not be entitled to further compensation pursuant to this Agreement except: # as may be provided by the terms of any benefit plans of Company or any member of the Company Group in which Executive may be a participant, and the terms of any outstanding equity-based awards, # for Base Compensation accrued but unpaid through the Date of Termination (defined in Section 5(f) below), and # reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to the Date of Termination. Company retains the discretion to use or decline use of Executive’s services through the Notice Period but retains the obligation to pay Executive’s Base Compensation through the Notice Period.

Death of Executive. If Executive dies during the term of this Agreement, in addition to accrued but unpaid Base Compensation for services provided through the Date of Termination and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and a pro rata share of the Target Bonus for the fiscal year in which Executive dies, Company will be obligated to continue for twelve (12) months after the Date of Termination (defined in Section 5(f) below) to pay the Base Compensation payments under Section 3(a) of this Agreement (such continuation payments are referred to herein as the “Death Benefit Package”). Company may thereafter terminate this Agreement without additional compensation to Executive’s estate except to the extent this Agreement or any plan or arrangement of Company provides for vested benefits or continuation of benefits beyond termination of Executive’s employment.

Executive to Return Property. Executive agrees that upon # the termination of Executive’s employment with [[Seller:Organization]] and within 3 business days thereof, whether by Executive or [[Seller:Organization]] for any reason (with or without cause), or # the written request of [[Seller:Organization]], Executive (or in the event of the death or disability of Executive, Executive’s heirs, successors, assigns and legal representatives) shall return to [[Seller:Organization]] any and all property of [[Seller:Organization]] regardless of the medium in which such property is stored or kept, including but not limited to all Secret Information, Confidential Information, notes, data, tapes, computers, lists, customer lists, supplier lists, vendor lists, names of customers, suppliers or vendors, reference items, phones, documents, sketches, drawings, software, product samples, rolodex cards, forms, manuals, keys, pass or access cards and equipment, without retaining any copies or summaries of such property. Executive further agrees that to the extent Secret Information or Confidential Information are in electronic format and in Executive’s possession, custody or control, Executive will provide all such copies to [[Seller:Organization]] and will not keep copies in such format but, upon [[Seller:Organization]]’s request, will confirm the permanent deletion or other destruction thereof.