Compensation Upon Termination. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate) # any Base Salary earned through the Date of Termination; # unpaid expense reimbursements (subject to, and in accordance with [Section 2(d)] of this Agreement); # subject to [Section 3(b)(ii)(D)], unused vacation that accrued through the Date of Termination; and # any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (together, the “Accrued Benefit”) on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination.

COMPENSATION UPON TERMINATION. Upon termination of the Executive's employment within twelve (12) months following a Change in Control of the Corporation, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay to the Executive the following:

Compensation Upon Termination Without Cause. Upon Employee’s termination pursuant to the provisions of [Sections 7.2.1.2] and 7.2.1.3 hereof, Employee shall be entitled to receive:

Upon Termination. In the event the Company terminates Employee’s employment for Cause in accordance with [Section 8], Employee shall receive any payments of Base Salary earned through and including the date of termination (“Termination Payment”).

Compensation Upon Certain Types of Termination. If Executive shall terminate her employment for Good Reason during the Term, or if Executive’s Employment is terminated by the Company other than for Cause during the Term, or if Executive’s Employment is terminated for any reason other than Cause upon expiration of the Term, then in lieu of any salary or damages payments to Executive for periods subsequent to the date of termination, Company shall pay as “Severance Compensation” to Executive, in lieu of all other damages, compensation and benefits other than any benefits the right to which shall have previously vested, an amount (the “Severance Compensation”) equal to the following, depending upon whether a “Change in Control” (as defined below) shall have occurred at the time of termination of employment:

Compensation Upon Termination or During Incapacity. Following a Change in Control, upon termination of your employment, or during a period of incapacity but before termination for Disability, you shall be entitled to the following benefits:

In the event that Employee’s employment with the Company terminates, the following provisions shall govern as applicable:

Termination by Employee. Employee may Terminate Employee’s employment with the Employer during the Employment Period for Good Reason. For purposes of this Agreement, “Good Reason” shall mean: # a material diminution in Employee’s authority, duties, or responsibilities; # a material change in the geographic location at which Employee must perform the services to be performed by Employee pursuant to this Agreement; and # any other action or inaction that constitutes a material breach by the Employer of this Agreement. Employee must provide notice to the Employer of the condition Employee contends is Good Reason within 30 days of the initial existence of the condition, and the Employer must have a period of 30 days to remedy the condition. If the condition is not remedied, Employee must provide a Notice of Termination as set forth in [Sections 6(e) and 15(i)])] of this Agreement within 30 days of the end of the Employer’s remedy period. Employee may also terminate Employee’s employment hereunder without Good Reason upon delivery of a Notice of Termination to Employee at least 60 days prior to Date of Termination (defined below).

Payments Upon Termination of Employment. If, prior to the expiration of the Term, Executive’s employment is terminated for any reason, including upon non-extension of the Term, Executive shall be entitled to the following amounts only: # payment of his Base Salary accrued up to and including the date of termination or resignation; and # upon submission of required documentation, payment of any unreimbursed expenses in accordance with the Company’s business reimbursement policy (collectively, the “Accrued Obligations”).

Termination without Cause by Employer. If the Company terminates this Agreement without Cause, Employee shall receive his Salary for an additional six (6) months and shall receive any equity compensation or bonus compensation prorated up until the Termination Date, provided, however, that any equity compensation or bonus compensation shall be at the discretion of the Board of Directors unless otherwise provided for on [Exhibit A].

added compensation or any reimbursement for expenses to Employee, and upon the conception of

Except as specifically provided in this Agreement, the Executive agrees that he will not be entitled to any compensation for severance pay, pro ration of incentive compensation, or termination pay upon termination of his employment.

compensation to the Employee by the Company or an Affiliated Company (in the course of the Employee’s trade or business) for which the Company or an Affiliated Company is required to furnish the Employee a written statement of wages and other compensation (such as a Form W-2 or a successor to that Form) under Code Sections 6041(d), 6051(a)(3) and 6052. Annual 415 Compensation shall not include any payments (such as unfunded non-qualified deferred compensation paid after Termination of Employment (regardless of the event that entitled the Employee to payment), severance pay, and “parachute payments” (within the meaning of Code Section 280G(b)(2)) that are made to an Employee after Termination of Employment unless the payments are described in paragraph [(a) or (b)])] below.

The Termination Date specified by either the Employee or the Employee may expire on any day of the month and upon the Termination Date the Employer will forthwith pay to the Employee any outstanding portion of the wage, calculated to the Termination Date.

The Bank shall pay to the Executive an annual base salary of ​ payable in equal semi-monthly installments or at such other intervals as shall be agreed upon by the parties. This compensation shall be subject to any required or authorized deductions. The Executive's annual base salary may be adjusted from time to time in accordance with the normal business practices of the Bank, as determined by the President / CEO and, if so adjusted, the obligation of the Bank hereunder to pay the Executive's annual base salary shall thereafter relate to such adjusted annual base salary. Compensation of the Executive by annual base salary payments shall not prevent the Executive from participating in any other compensation or benefit plan of the Bank in which the Executive is entitled to participate, and participation in any such other compensation or benefit plan shall not in any way limit or reduce the obligation of the Bank to pay the Executive's annual base salary hereunder.

Compensation. The Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of ​, which fee shall be paid upon execution of this Agreement by the Company. In addition, the Company shall be obligated to reimburse Escrow Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement or the Escrow Account, including reasonable attorneys’ fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any disbursements hereunder, the Escrow Agent shall advise the Transaction Parties that the Escrow Agent shall retain the funds from such disbursement and shall thereafter have the right to retain such funds.

Compensation. Magenta will pay BTMB for Services performed under and meeting the requirements of this Agreement and corresponding Rider(s).

Compensation. Employee shall receive the following as compensation: