Without Cause. In the event that: # Bank terminates executive’s employment hereunder without cause; or # Bank engages in conduct that constitutes Good Reason, Executive shall be entitled # to resign from his employment with Bank, # to continue to receive his Base Salary, payable as before such termination, for a period of two (2) years after the effective date of such termination, # subject to Section 13 hereof, be provided, for a period of twenty-four (24) months after such termination, with life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to Executive’s severance, and # to receive all benefits and reimbursements accrued and payable to Executive at the time of termination of his employment hereunder, including any stock or payments to which Executive is entitled under and subject to the terms of all incentive plans in which Executive participates (including and subject to the terms of each and any individual grant or award agreement), including stock option plans, restricted stock plans, performance share plans, and any other stock-based or cash-based incentive plans and the individual grant or award agreements under such plans (collectively Executive’s “Severance Pay”); provided, however, that if Bank offers and Executive voluntarily accepts terms of employment that would otherwise constitute Good Reason, then Executive shall be deemed to have waived his right to resign and receive Severance Pay. Upon termination of Executive’s employment hereunder for any reason (other than by Bank for Cause), whether voluntarily by Executive or by termination by Bank without Cause, by non-renewal, or otherwise, Executive shall continue to be bound by the provisions set forth in Sections 8, 9, 10 and 11 hereof. In the event Executive’s employment hereunder is terminated by Bank for Cause, Executive shall not be bound by the covenant not to compete set forth in Section 9 hereof.

Termination by the Bank Without Cause or by Executive for Good Reason. This Agreement and Executive’s employment hereunder may be terminated by Executive for Good Reason or by the Bank without Cause. In the event of such termination, Executive will be entitled to receive the Accrued Amounts and, subject to Executive’s compliance with Section 3(e) and Section 4 of this Agreement, Executive will be entitled to receive continued Base Salary (“Salary Continuation Payments”) for 12 months following the Termination Date payable in equal installments in accordance with the Bank’s normal payroll practices, which will commence on the first regularly scheduled payroll date following the effective date of the Release (defined below). The first installment of the Salary Continuation Payments will include all amounts of Base Salary that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment date.

Termination by Company Without Cause or by Executive For Good Reason. Subject to Section 5(c) below, if the Executive’s employment is terminated by the Company without “Cause,” as defined below, or if the Executive resigns for “Good Reason,” as defined below, then, in exchange for and subject to the Executive’s execution and non-revocation of a separation agreement and release of claims in accordance with [Section 5(d)] below, # the Executive will receive as severance pay an amount equal to twelve months of the Executive’s then-current base salary (subject to all applicable federal, state and local taxes and withholdings, and payable in accordance with the Company’s regular payroll practices) and # during such twelve-month severance period, the Company will provide the Executive with medical and dental insurance benefits to the extent the Executive was receiving such benefits prior to such termination and to the extent that the Company is able to provide the Executive with such benefits at a cost to the Company that is not in excess of the cost that the Company was paying for such benefits for the Executive prior to such termination; provided, however, that if the Executive become employed prior to the end of the twelve-month severance period and is eligible to receive medical or dental insurance benefits from the Executive’s new employer, then the Company shall no longer be required to provide the Executive with such benefits;

Termination by Company without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated prior to the end of the Term by the Company without Cause (other than by reason of death or Disability) or by the Executive for Good Reason (as defined below), the Executive shall receive: # any Base Salary earned but not paid and # as severance pay, # 6 months of Base Salary plus one additional month of Base Salary for every year of service completed, commencing from the initial employment date (i.e., August 8, 2017), with a maximum of 12 months of Base Salary, which shall be payable in substantially equal installments for the 12-month period following the Executive’s termination of employment and in accordance with the Company’s normal payroll practices, # continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and the Executive as in effect on the date of termination (provided that the Company shall not be required to pay any portion of the premium if such payment would result in additional taxes imposed on the Company), # an Annual Bonus for the year in which termination occurred (which, for the avoidance of doubt, shall not be pro-rated and shall be based on the entire year) if the Executive would have been otherwise entitled to receive such bonus hereunder had the Executive been employed at the time such Annual Bonus is normally paid, which Annual Bonus will be paid at the time and in the manner such Annual Bonus would have been paid to the Executive had such Executive not been terminated, and # an Annual Bonus for the year prior to the year in which the Executive is so terminated if, at the time of termination, the Executive has otherwise earned an Annual Bonus payment for such prior year and has not yet been paid such bonus due to such termination, which prior year Annual Bonus will be paid at the time and in the manner such prior year Annual Bonus would have been paid to the Executive had such Executive not been terminated. The Executive shall have no further rights to any compensation (including any Base Salary or Annual Bonus) or any other benefits under this Agreement. For purposes of this Agreement, “Good Reason” means, without the advance written consent of the Executive: # a reduction in Base Salary, unless such reduction is made generally to other senior executives of the Company or # a material reduction in the Executive’s title and/or responsibilities, provided, that a change in reporting responsibilities or a reduction in responsibilities that occurs solely by virtue of the Company being acquired and made part of a larger entity shall not by itself constitute Good Reason and further provided, that a termination by the Executive for Good Reason shall be effective only if the Executive provides the Company with written notice specifying the event which constitutes Good Reason within 30 days following the occurrence of such event or date the Executive became aware or should have become aware of such event and the Company fails to cure the circumstances giving rise to Good Reason within 30 days after such notice.

Termination by Company without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated prior to the end of the Term by the Company without Cause (other than by reason of death or Disability) or by the Executive for Good Reason (as defined below), the Executive shall receive: # any Base Salary earned but not paid and # as severance pay, # one-times Base Salary, which shall be payable in substantially equal installments for the 12-month period following the Executive’s termination of employment and in accordance with the Company’s normal payroll practices, # continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and the Executive as in effect on the date of termination (provided that the Company shall not be required to pay any portion of the premium if such payment would result in additional taxes imposed on the Company), # an Annual Bonus for the year in which termination occurred (which, for the avoidance of doubt, shall not be pro-rated and shall be based on the entire year) if the Executive would have been otherwise entitled to receive such bonus hereunder had the Executive been employed at the time such Annual Bonus is normally paid, which Annual Bonus will be paid at the time and in the manner such Annual Bonus would have been paid to the Executive had such Executive not been terminated, and # an Annual Bonus for the year prior to the year in which the Executive is so terminated if, at the time of termination, the Executive has otherwise earned an Annual Bonus payment for such prior year and has not yet been paid such bonus due to such termination, which prior year Annual Bonus will be paid at the time and in the manner such prior year Annual Bonus would have been paid to the Executive had such Executive not been terminated. The Executive shall have no further rights to any compensation (including any Base Salary or Annual Bonus) or any other benefits under this Agreement. For purposes of this Agreement, “Good Reason” means, without the advance written consent of the Executive: # a reduction in Base Salary, unless such reduction is made generally to other senior executives of the Company or # a material reduction in the Executive’s title and/or responsibilities, provided, that a change in reporting responsibilities or a reduction in responsibilities that occurs solely by virtue of the Company being acquired and made part of a larger entity shall not by itself constitute Good Reason and further provided, that a termination by the Executive for Good Reason shall be effective only if the Executive provides the Company with written notice specifying the event which constitutes Good Reason within 30 days following the occurrence of such event or date the Executive became aware or should have become aware of such event and the Company fails to cure the circumstances giving rise to Good Reason within 30 days after such notice.

at any time for Good Reason, provided that # before terminating this Agreement for Good Reason, # Executive shall give notice to Bank of the existence of Good Reason for termination, which notice must be given by Executive to Bank within 60 days of the initial existence of the condition(s) giving rise to Good Reason for termination and shall state with reasonable detail the condition(s) giving rise to Good Reason for termination and # Bank shall have 30 days from the effective date of such notice to remedy the condition giving rise to Good Reason for termination and # such termination must occur with 12 months of the initial existence of the condition giving rise to Good Reason for termination. In the event of the termination of Executive’s employment, and this Agreement, for Good Reason, Bank shall be required to # pay to Executive a severance benefit equal to # if termination is for Good Reason as defined in [Section 1(m)(i)] or [Section 1(m)(iii)], one times Executive’s Annual Base Salary as of the date of termination, said benefit to be payable over the course of the 12-month period immediately following termination in accordance with Bank’s normal payroll practices, or # if termination is for Good Reason as defined in [Section 1(m)(ii)], one times Executive’s Annual Base Salary immediately prior to the diminution in Annual Base Salary giving rise to termination, said benefit to be payable over the course of the 12-month period immediately following termination in accordance with Bank’s normal payroll practices, and # pay to or on behalf of Executive an amount equal to the aggregate premiums necessary to continue Executive’s health insurance coverage for himself and his eligible dependents under Bank’s benefit plans pursuant to COBRA for a period of 12 months immediately following termination, said benefit to be payable over the course of the 12-month period immediately following termination in accordance with Bank’s normal payroll practices; or

Termination by Company without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated prior to the end of the Term by the Company without Cause (other than by reason of death or Disability) or by the Executive for Good Reason (as defined below), the Executive shall be eligible to receive: # any Base Salary earned but not paid, # as severance pay, for the 12-month period following the Executive’s termination of employment or the remainder of the Term, whichever is less, an amount equal to the lesser of one-times Base Salary or Base Salary pro-rated for the remainder of the Term (such length of time being referred to as the “Severance Period”), payable in installments in accordance with the Company’s normal payroll practices, # continuation for the Severance Period of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular premium for such benefits paid in full by the Company, # an Annual Bonus for the year in which termination occurred (which, for the

Termination for Good Reason or Without Cause. Except as provided in Section 5(c) below, if Executive terminates his employment with the Company for Good Reason (as defined below), or if the Company terminates Executive’s employment with the Company without Cause (as defined below), then the Company will pay to Executive severance payments of his then Base Salary and minimum (20%) annual bonus for eighteen (18) months following such termination. Such severance pay and bonus shall be paid at the same time such Base Salary and annual bonus would have been paid to Executive in accordance with its customary pay schedule had his employment not been terminated. In addition, the Company shall be required to pay Executive any salary, bonus, benefits, and vacation time that Executive has earned on and through the date of such termination.

Termination by Company without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or by the Executive for Good Reason (as defined below), the Term shall terminate and the Executive shall receive: # as severance pay, an amount equal to one times the Base Salary payable in installments in accordance with the Company’s normal payroll practices, # continuation for a 12-month period following the date of termination of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and the Executive as in effect on the date of termination (provided that the Company shall not be required to pay any portion of the premium if such payment would result in penalty taxes imposed on the Company), # a Pro Rata Cash Bonus (provided, that, if the Executive’s employment is terminated pursuant to this Section 4.4 on or within twelve (12) months following a Change-in-Control (as such term is defined in the vTv Plan), the Executive shall receive, instead of a Pro Rata Cash Bonus, payment of his Cash Bonus) paid at the time and in the manner such Cash Bonus is paid to other executives receiving such bonus payment, and # a Cash Bonus for the year prior to the year in which the Executive is so terminated if at the time of termination the Executive has earned a Cash Bonus payment for such prior year and such Cash Bonus has not yet been paid, which prior year Cash Bonus will be paid at the time and in the manner such prior year Cash Bonus is paid to other executives receiving such prior year Cash Bonus. The Executive shall have no further rights to any compensation or any other benefits under this Agreement. For purposes of this Agreement, “Good Reason” means, without the advance written consent of the Executive: # a reduction in Base Salary, # a material and continuing reduction in the Executive’s responsibilities or # if on or during the 12 month period following a Change-in-Control, the Executive is required to relocate to a principal place of employment which increases his one way commute by more than 50 miles; provided, that, a termination by the Executive for Good Reason under clauses (i), (ii) or (iii) shall be effective only if the Executive provides the Company with written notice specifying the event which constitutes Good Reason within thirty (30) days following the occurrence of such event or date the Executive became aware or should have become aware of such event and the Company fails to cure the circumstances giving rise to Good Reason within 30 days after such notice.

Termination by Company without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or by the Executive for Good Reason (as defined below), the Term shall terminate and the Executive shall receive: # as severance pay, an amount equal to one times the Base Salary payable in installments in accordance with the Company’s normal payroll practices, # continuation for a 12-month period following the date of termination of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and the Executive as in effect on the date of termination (provided that the Company shall not be required to pay any portion of the premium if such payment would result in penalty taxes imposed on the Company), # a Pro Rata Cash Bonus (provided, that, if the Executive’s employment is terminated pursuant to this Section 4.4 on or within twelve (12) months following a Change-in-Control (as such term is defined in the vTv Plan), the Executive shall receive, instead of a Pro Rata Cash Bonus, payment of his Target Cash Bonus) paid at the time and in the manner such Cash Bonus is paid to other executives receiving such bonus payment, and # a Cash Bonus for the year prior to the year in which the Executive is so terminated if at the time of termination the Executive has earned a Cash Bonus payment for such prior year and such Cash Bonus has not yet been paid, which prior year Cash Bonus will be paid at the time and in the manner such prior year Cash Bonus is paid to other executives receiving such prior year Cash Bonus. The Executive shall have no further rights to any compensation or any other benefits under this Agreement. For purposes of this Agreement, “Good Reason” means, without the advance written consent of the Executive: # a reduction in Base Salary, # a material and continuing reduction in the Executive’s responsibilities or # if on or during the 12 month period following a Change-in-Control, the Executive is required to relocate to a principal place of employment which increases his one way commute by more than 50 miles; provided, that, a termination by the Executive for Good Reason under clauses (i), (ii) or (iii) shall be effective only if the Executive provides the Company with written notice specifying the event which constitutes Good Reason within thirty (30) days following the occurrence of such event or date the Executive became aware or should have become aware of such event and the Company fails to cure the circumstances giving rise to Good Reason within 30 days after such notice.