Relative Total Shareholder Return Award Opportunity. Forty percent (40%) of the Participant’s Target RSU Award (the “TSR Target RSUs”) shall be eligible to vest and be earned if and only if the Company’s Relative Total Shareholder Return during the Performance Period relative to the Relative Total Shareholder Returns of the companies in the Peer Group (the “Relative Company TSR”) at least equals or exceeds the 30th percentile (the “TSR Threshold Target”). Subject to the Company’s achievement of the TSR Threshold Target, the number of Performance RSUs that will become vested and earned hereunder shall be equal to the product of # the number of TSR Target RSUs and # the TSR Performance Factor (as set forth in the table below) (such number of vested RSUs, the “Earned TSR Performance RSUs”). In no event shall the number of Earned TSR Performance RSUs exceed the number of TSR Target RSUs if the Company’s absolute total shareholder return growth is negative. Fractional RSUs shall be rounded up to the next whole RSU.

Good Reason means, without the Executive’s consent, # any material adverse change in the Executive’s position, authority, duties, or responsibilities after the Executive has given the Company and the Board reasonable notice in writing of such change and a reasonable opportunity to correct it; or # a material breach of this Agreement by the Company after the Executive has given the Company and the Board reasonable notice in writing of such breach and a reasonable opportunity to correct it.

Notification of Change in Personal Data. If your address or contact information changes prior to the delivery of any Shares pursuant to an Award Opportunity, the Company must be notified in order to administer the Plan and such Award Opportunity. Notification of such changes should be provided to the Company as follows:

Annual Bonus. In addition to Base Salary, the Executive will be eligible to earn a Bonus for each fiscal year ending during the Protected Period. For each such Bonus, the Target Opportunity will be at least equal to the target opportunity for which the Executive is eligible for the fiscal year in which the Change in Control occurs, as such target opportunity has been established by the Company for such year under the Company’s annual bonus plan, or any comparable successor plan. If the Company has not yet established a Target Opportunity for the Executive for the fiscal year in which the Change in Control occurs, then the Target Opportunity shall be at least equal to the last such target opportunity established by the Company for the Executive. Each such Bonus will be paid no later than 2-1/2 months following the end of the fiscal year for which the Bonus is awarded, unless the Executive has elected to defer receipt of all or part of the Bonus pursuant to a deferral plan sponsored by the Company.

The Participant’s opportunity to earn long-term incentive payments, on the basis of the grant- date fair value of awards and taking into account vesting requirements and termination provisions of awards, is materially less favorable to the Participant than the most favorable such opportunity in effect at any time during or after the 24 months prior to the Change in Control;

Participants that are promoted or change roles where the participant becomes eligible or ineligible for an award or experience a change in incentive opportunity will be paid out on a pro-rated basis using their status and the effective date of the promotion or role change. Award amounts will be calculated using the participant’s base earnings and the incentive target for the applicable period.

a material reduction in Executive’s annual or long-term incentive compensation opportunity under the AIP, the LTIP or other annual or long-term incentive plan for which Executive is eligible from the Executive’s annual or long-term incentive compensation opportunity under the AIP, the LTIP or other annual or long-term incentive plan for which Executive is eligible immediately prior to the Change in Control;

No Change. There shall not have occurred any change or event, and a Bank shall not have become aware of any previously undisclosed information regarding ​ and its Subsidiaries, which in each case, in the reasonable judgment of the Required ​, could reasonably be expected to have a Material Adverse Effect.

Change Management. Describe the change management process for automated systems used to provide services. Describe the process for information handling policies and practices.

Corporate Change. In the event that a Corporate Change occurs prior to any portion of the Restricted Stock Units becoming vested, 100% of the unvested Restricted Stock Units shall immediately become vested and shall be settled as set forth in Section 5.