Consecutive Quarterly Net Losses. Guarantor shall not incur pre-tax net losses for two consecutive quarters, excluding any markup or markdown of mortgage servicing rights.

Losses Net of Insurance. The amount of any Claims for indemnification pursuant to this ARTICLE VII and elsewhere under this Agreement shall be determined net of any amounts that are recovered by an indemnified party under insurance policies with respect to such Losses (net of all reasonable expenses incurred by the indemnified party in recovering such insurance proceeds).

In the event a claim for indemnification under this Article X, and the amount of Losses therefor, has been finally determined, the amount of such Losses shall be paid by the Indemnified Party within five (5) days of such final determination as follows:

Determination of Bonuses. On a quarterly basis the Committee or the President of the Company (the “President”) shall determine the extent to which the measurable performance factors have been achieved and the bonus percentage for the Participant for 2022. The Committee or the President, as applicable, shall certify such determination in writing. The bonus for the Participant shall be determined by applying the total certified bonus percentage to the Participant’s Base Salary in accordance with the calculation methodology described below. The President may make bonus payment adjustment recommendations up to 50% lower or higher than the calculated award based on non-attainment or attainment of individual objectives or any other criteria he deems appropriate, however, the sum of all awards of the President’s recommendations shall not exceed the sum of the calculated awards prior to such adjustment recommendation. Notwithstanding any contrary provision of the Program, the Committee or the President, in his or her sole discretion, may increase, reduce, or eliminate the bonus payable to the Participant below that which otherwise would be payable under the Program formula.

Normal Retirement – An employee's right to his account balance(s) shall be 100% vested and nonforfeitable upon the attainment of age 65, the normal retirement age. The vesting of an inactive participant who terminates employment prior to normal retirement age shall remain subject to the provisions of the vesting schedule following attainment of such specified age. Distributions shall be administered in accordance with termination from employment provisions of [Section 4.3(a)(3)].

Determination of Benefits The Supplemental Retirement Benefit payable to the Participant is a monthly benefit that is equal to the amount computed under Section 3.1(a) below, minus the amount computed under Section 3.1(b) below where:

LC Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at the time of determination.

Determination by Administrator. Adjustments under this [Section 4] shall be made by the Administrator, whose determinations with regard thereto shall be final and binding upon all persons.

The Board in its sole discretion shall approve the amount of the aggregate incentive compensation awards to be granted based on the recommendation of the Committee. The incentive compensation awards to be made to the Chairman of the Board and/or the Chief Executive Officer of Commerce shall be determined by the Committee. All other awards to be made under this Plan may be determined by the Committee, or should the Committee so direct, by a committee consisting of the Chief Executive Officer of Commerce, a Vice Chairman designated by the Chief Executive Officer, and the Executive Director of Talent Management.

Determination of Eligibility. It is intended that eligibility to participate in this Plan will be limited to Eligible Persons, as determined by the RPAC, in its sole and absolute discretion. An Eligible Person will become a Participant by completing an Election Form and making a Subsequent RSU Deferral Election pursuant to [Section 4.1]. Eligibility to become a Participant for any Plan Year will not entitle an Eligible Person to continue as an active Participant for any subsequent Plan Year.