Cooperation. The parties agree that certain matters in which the Executive will be involved during the Term may necessitate the Executive’s cooperation in the future. According, to the extent reasonably requested by the Board, the Executive shall cooperate, in a reasonable manner and at the expense of the Company, with the Company and its attorneys, both during and after the termination of Executive’s employment, regardless of reason, in connection with any litigation or other proceeding arising out of or relating to matters in which the Executive was involved prior to the termination of Executive’s employment so long as such cooperation does not materially interfere with the Executive’s employment or consulting. In the event that such cooperation is required after the termination of the Executive’s employment with the Company and its Affiliates or Subsidiaries, the Company shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation, provided that such expenses are approved in advance by the Company after presentation by the Executive of reasonable documentation related thereto.

Cooperation. The parties agree that certain matters in which the Executive will be involved during the Term may necessitate the Executive’s cooperation in the future. According, to the extent reasonably requested by the Board, the Executive shall cooperate, in a reasonable manner and at the expense of the Company, with the Company and its attorneys, both during and after the termination of Executive’s employment, regardless of reason, in connection with any litigation or other proceeding arising out of or relating to matters in which the Executive was involved prior to the termination of Executive’s employment so long as such cooperation does not materially interfere with the Executive’s employment or consulting. In the event that such cooperation is required afterAccordingly, following the termination of the Executive’s employment with the Company and its Affiliatesthe Bank for any reason, to the extent reasonably requested by the Company or Subsidiaries,the Bank and subject to the Executive’s professional commitments, the Executive shall cooperate with the Company and the Bank in connection with matters arising out of the Executive’s service to the Company and the Bank, such cooperation to include without limitation the providing of truthful testimony in any hearing or trial as requested by the Company or the Bank or any other affiliate of the Company; provided, however, that the Company and the Bank shall make reasonable efforts to minimize disruption of the Executive’s other activities. The Bank shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation, provided that such expenses are approved in advance by the Company after presentationor compensation not received by the Executive of reasonable documentation related thereto.due to such cooperation.

Cooperation. The parties agree that certain matters in whichDuring the Executive will be involved during the Term may necessitate the Executive’s cooperation in the future. According, to the extent reasonably requested by the Board, the Executive shall cooperate, in a reasonable manner and at the expenseterm of the Company, with the Company and its attorneys, both during and after the termination of Executive’s employment, regardless of reason, in connection with any litigation or other proceeding arising out of or relating to matters in which the Executive was involved prior to the termination of Executive’s employment so long as such cooperation does not materially interfere with the Executive’s employment or consulting. Inby the event that such cooperation is required afterCompany and following the termination of the Executive’s employment with the Company, taking into account the Executive’s other reasonable personal and professional commitments, the Executive agrees to reasonably assist the Company and its Affiliates representatives and agents with any business, investigation and/or Subsidiaries,litigation (or potential litigation) matters affecting or involving the Company shallrelating to Executive’s period of employment. The Company will reimburse the Executive for all associated reasonable expenses incurred in connection with such cooperation, provided that such expenses are approved in advance by the Company after presentation by the Executivecosts of reasonable documentation related thereto.travel.

Cooperation. The parties agreeDuring the 18-month period following the Termination Date, Executive agrees to reasonably cooperate with the Companies in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Companies which relate to events or occurrences that certain matters inoccurred while Executive was employed by the Companies and of which the Executive will be involved during the Term may necessitate the Executive’has relevant knowledge. Executive's reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available for telephone conferences with outside counsel and/or personnel of the future. According,Companies, being available for interviews, depositions and/or to act as a witness on behalf of the extentCompany, if reasonably requested by the Board, the Executive shall cooperate, in a reasonable mannerrequested, and at the expense ofBoard's reasonable request responding to any inquiries about the Company,particular matter. Executive further agrees to reasonably and truthfully cooperate with the Company in connection with any investigation or review by any federal, state or local regulatory authority relating to events or occurrences that transpired while Executive was employed with the Company and its attorneys, both duringof which Executive has relevant knowledge. The Companies shall promptly pay (or promptly reimburse) Executive # for any and after the termination of Executive’s employment, regardless of reason, in connection with any litigation or other proceeding arising out of or relating to matters in which the Executive was involved prior to the termination of Executive’s employment so long as such cooperation does not materially interfere with the Executive’s employment or consulting. In the event that such cooperation is required after the termination of the Executive’s employment with the Company and its Affiliates or Subsidiaries, the Company shall reimburse the Executive forall reasonable out-of-pocket expenses incurred by Executive in connection with such cooperation, and # a reasonable hourly rate (which will be determined the Compensation Committee of the Board) to Executive for all time provided that such expenses are approvedpursuant to this Section 12 in advance by the Company after presentation by the Executiveexcess of reasonable documentation related thereto.25 hours.

Cooperation. The parties agreeExecutive agrees that certain matters in which the Executive will bemay have been involved during the Termbefore and during the Employment Period may necessitate the Executive’s cooperation in the future. According,Accordingly, as a further condition to the Executive’s retention of benefits under this Agreement, to the extent reasonably requested by the Board,Company, the Executive shall cooperate, in a reasonable manner and at the expense of the Company,will cooperate with the Company and its attorneys, both during and after the termination of Executive’s employment, regardless of reason,any Affiliate in connection with any litigation or other proceedingmatters arising out of or relating to matters in which the Executive was involved prior to the termination of Executive’s employment so long as such cooperation does not materially interfere with the Executive’s employment or consulting. In the event that such cooperation is required after the termination of the Executive’s employment withservice to the Company and its Affiliates or Subsidiaries,Affiliates; provided, however, that the Company shallor its Affiliates will make reasonable efforts to minimize disruption of the Executive’s other activities. The Company will reimburse the Executive for reasonable expenses incurred in connection with such cooperation, provided thatcooperation and, to the extent the Executive is required to spend substantial time on such expenses are approved in advance bymatters, the Company after presentation bywill compensate the Executive at an hourly rate based on the sum of reasonable documentation related thereto.the Executive’s annual base salary and annual target cash incentive opportunity in effect immediately prior to the Executive’s termination of employment.

Cooperation. The parties agree that certain matters in which the Executive will be involved during the Term may necessitate theshall, without further remuneration, provide Executive’s cooperation in the future. According, to the extent reasonably requested by the Board, the Executive shall cooperate, in a reasonable manner and at the expense of the Company, with the Company and its attorneys, both during and after the termination of Executive’s employment, regardless of reason,cooperation in connection with any litigationaction or other proceeding arising out ofby a third party (or any appeal from any action or proceeding) that relates to events occurring during or relating to matters in which the Executive was involved prior to the termination of Executive’s employment so long as such cooperation does not materially interfere with thehereunder. If Executive’s employment or consulting. In the event that such cooperation is required after the termination of the Executive’s employment with the Company and its Affiliates or Subsidiaries,needed under this paragraph, the Company shall use reasonable best efforts to schedule Executive’s participation at a mutually convenient time, and shall reimburse the Executive for reasonable travel and out-of–pocket expenses incurred in connection with such cooperation, provided that such expenses are approved in advance by the Company after presentation by the Executive(following presentment of reasonable documentation related thereto.substantiation). This provision shall survive any termination of this Agreement or Executive’s employment.

Cooperation. The parties agreeExecutive agrees that certain matters in which the Executive will be involved during the Term may necessitate the Executive’s cooperation in the future. According, to the extent reasonably requested by the Board, the Executive shall cooperate, in a reasonable manner and at the expense of the Company, with the Company and its attorneys, both during and after the termination of Executive’s employment, regardless of reason,Executive shall, at ​’s request, render all assistance and perform all lawful acts that ​ considers necessary or advisable in connection with any litigation involving ​ or other proceeding arising outany of its directors, officers, employees, shareholders, agents, representatives, consultants, clients, customers, suppliers or relating to matters in which thevendors. Executive was involved prior to the termination of Executive’s employment so long as such cooperation does not materially interfere with the Executive’s employment or consulting. In the eventunderstands and agrees that such cooperation is required after the termination of the Executive’s employment with the Company and its Affiliates or Subsidiaries, the Company shall​ will reimburse the Executive for any reasonable expenses incurred in connection with such cooperation, provided that such expenses are approved in advance by the Company after presentation by thedocumented expense Executive of reasonable documentationincurs related thereto.to this cooperation and assistance, but will not be obligated to pay Executive any additional amounts.

Cooperation. The parties agree that certain matters in which the Executive will be involved during the Term may necessitate the Executive’s cooperation in the future. According, to the extent reasonably requested by the Board, the Executive shall cooperate, in a reasonable manner and at the expense of the Company, with the Company and its attorneys, both during and after the termination of Executive’s employment, regardless of reason, in connection with any litigation or other proceeding arising out of or relating to matters in which the Executive was involved prior to the termination of Executive’s employment so long as such cooperation does not materially interfere with the Executive’s employment or consulting. In the event that such cooperation is required afterFollowing the termination of the Executive’s employment for any reason, the Executive will reasonably cooperate with the Company and its Affiliatesin connection with # any internal or Subsidiaries,governmental investigation or administrative, regulatory, arbitral or judicial proceeding involving the Company shallwith respect to matters as to which the Executive had responsibility or knowledge arising out of the Executive’s employment with, or service as a member of the Board of, the Company (collectively, “Litigation”); # any audit of the financial statements of the Company with respect to the period of time when the Executive was employed by the Company (“Audit”); # any regulatory filings that relate to a period of time when the Executive was employed by the Company; and # the transition of the Executive’s position and duties (or former position and duties, as the case may be). To the extent (if any) the Company requests such services from the Executive, or the Executive is compelled by a governmental authority to provide services in a matter that does not involve the Executive, the Company will: # reimburse the Executive for reasonable travel and other expenses incurred in connection with such cooperation, provided that such expenses are approved in advance by the Company after presentation byproviding his services under this [Section 4.7], and # compensate the Executive of reasonable documentation related thereto.for each hour that the Executive provides services pursuant to this [Section 4.7]

Cooperation. The parties agreeFollowing the Agreement End Date, the Company may request that certainExecutive consult or cooperate with the Company (including, without limitation, providing truthful information to the Company or serving as a witness or testifying at the Company’s request without subpoena). Executive agrees to be available at mutually agreeable times to perform such duties and provide such cooperation in connection with the various business and legal matters in which the Executive will be involved during the Term may necessitate the Executive’s cooperation in the future. According, to the extent reasonably requested by the Board, the Executive shall cooperate, in a reasonable manner and at the expense of the Company, with the Company and its attorneys, both during and after the termination of Executive’s employment, regardless of reason, in connection with any litigation or other proceeding arising out of or relating to matters in which the Executive was involved prior to the terminationor of Executive’s employment so longwhich Executive has knowledge as such cooperation does not materially interfere with the Executive’s employment or consulting. In the event that such cooperation is required after the terminationa result of the Executive’s employment with the Company and its AffiliatesCompany. In so consulting or Subsidiaries, the Companycooperating, Executive shall reimburse the Executive forbe reimbursed his reasonable expenses incurred in connection with such cooperation, provided that such expenses are approved in advance by the Company after presentation by the Executive of reasonable documentation related thereto.out-of-pocket expenses.

Cooperation. The parties agreeExecutive agrees that certain matters in which the Executive will be involved during the Term may necessitate the Executive’s cooperation in the future. According, to the extent reasonably requested by the Board, the Executive shall cooperate, in a reasonable manner and at the expense of the Company, with the Company and its attorneys, both during and after the termination of Executive’his employment, he shall, at ​’s employment, regardless of reason,request, render all assistance and perform all lawful acts that ​ considers necessary or advisable in connection with any litigation involving ​ or other proceeding arising outany of its directors, officers, employees, shareholders, agents, representatives, consultants, clients, customers or relatingvendors. Executive understands and agrees that ​ will reimburse him for any reasonable documented expense he incurs related to matters in which the Executive was involved priorthis cooperation and assistance, but will not be obligated to the termination of Executive’s employment so long as such cooperation does not materially interfere with the Executive’s employment or consulting. In the event that such cooperation is required after the termination of the Executive’s employment with the Company and its Affiliates or Subsidiaries, the Company shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation, provided that such expenses are approved in advance by the Company after presentation by the Executive of reasonable documentation related thereto.pay him any additional amounts.