Covered Executives. The Compensation Committee may select certain key executives and employees of the Company (the “Covered Executives”) to be eligible to receive bonuses under this Plan and will designate such Covered Executives by a written plan or resolution.

Section 1542 of the Civil Code of the State of California states as follows:

Section #-1-1602 of the Montana Code Annotated states as follows:

Covered Entity No Borrower is a Covered Entity

No Loan Party is a Covered Entity.

Covered Officers. All officers (as defined by Rule 10D-1(d) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are “Covered Officers.” In addition, the Committee may designate other employees as “Covered Officers” (or remove such designations) from time to time. For purposes of this Policy, the term “Covered Officer” means any current or former Covered Officer.

Covered Event. For purposes of this Policy, a “Covered Event” shall mean that a Covered Officer engages in any of the following conduct: # Covered Officer is convicted of or pleads guilty (or nolo contendere) to a felony, or a crime involving moral turpitude and, in either case, the result of which exposes Republic to serious actual or potential injury (financial, reputational or otherwise); # Republic determines that Covered Officer knowingly committed a material violation of any of Republic’s policies, rules or guidelines; # Covered Officer breaches a fiduciary duty or the terms of any confidentiality or other restrictive covenants, in each case, owed to or in favor of Republic; or # Republic determines that Covered Officer willfully engaged in conduct, or willfully failed to perform assigned duties, the result of which exposes Republic to serious actual or potential injury (financial, reputational or otherwise).

Covered Employee. Covered Employee means any Eligible Employee who is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) in the tax year in which the Company is expected to claim a compensation deduction with respect to any amount payable under the Plan, as determined by the Committee.

The term “Covered Executives” means each of Employer’s employees listed on [Schedule 2] attached hereto.

Except as otherwise set forth in this [Section 4(b)]: # any bonuses paid to Covered Executives under the Plan shall be based upon objectively determinable bonus formulas that tie such bonuses to one or more performance targets relating to the Performance Goals, # bonus formulas for Covered Executives shall be adopted in each performance period by the Committee and communicated to each Covered Executive at the beginning of each bonus period and # no bonuses shall be paid to Covered Executives unless and until the Committee makes a determination with respect to the attainment of the performance objectives. Notwithstanding the foregoing, the Company may adjust bonuses payable under the Plan based on achievement of individual performance goals