Supplemental Testing of Values. Notwithstanding the foregoing, the Administrative Agent shall at any time have the right to request, in its reasonable discretion, any Unquoted Investment included in the Borrowing Base with a value determined pursuant to [Section 5.12(b)(ii)] (other than, so long as no Event of Default exists, any Portfolio Investment included in the Borrowing Base tested pursuant to [Section 5.12(b)(ii)(E)] as of the most recent Testing Period) to be independently valued by an Approved Third-Party Appraiser selected by the Administrative Agent. There shall be no limit on the number of such appraisals requested by the Administrative Agent in its reasonable discretion; provided that, # any appraisal shall be conducted in a manner that is not disruptive to the Borrower’s business and # the values determined by any appraisal shall be treated as confidential information by the Administrative Agent and the ​ and shall be deemed to be “Information” hereunder and subject to [Section 9.13] hereof. The reasonable and documented out-of-pocket costs of any such valuation shall be at the expense of the Borrower; provided that, so long as no Event of Default has occurred and is continuing, the Borrower’s obligations to reimburse valuation costs incurred by the Administrative Agent pursuant to this [Section 5.12(b)(ii)(F)] (excluding any valuation costs and expenses incurred by the Administrative Agent as a result of a regulatory directive) shall be limited to an aggregate amount equal to $450,000 (the “IVP Supplemental Cap”) in any twelve month period. The Administrative Agent shall notify the Borrower of its receipt of results from an Approved Third-Party Appraiser of any appraisal and provide a copy of the results and any related reports to the Borrower. If the difference between the Borrower’s valuation pursuant to [Section 5.12(b)(ii)(B)] and the valuation of any Approved Third-Party Appraiser selected by the Administrative Agent pursuant to [Section 5.12(b)(ii)(E) or (F)])] is # less than 5% of the Borrower’s value thereof, then the Borrower’s valuation shall be used, # between 5% and 20% of the Borrower’s value thereof, then the valuation of such Portfolio Investment shall be the average of the value determined by the Borrower and the value determined by the Approved Third-Party Appraiser retained by the Administrative Agent and # greater than 20% of the Borrower’s value thereof, then the Borrower and the Administrative Agent shall select an additional Approved Third-Party Appraiser and the valuation of such Portfolio Investment shall be the average of the three valuations (with the average of the Administrative Agent’s Approved Third-Party Appraiser’s valuation and the Borrower’s valuation to be used until the third valuation is obtained). For the avoidance of doubt, Portfolio Investments that are part of the Collateral but not included in the Borrowing Base as of the most recent Testing Period shall not be subject to testing under this [Section 5.12(b)(ii)(F)]; provided that this sentence shall not limit the rights of the Administrative Agent set forth in [Section 9.03(a)(iii)] to be reimbursed for costs and expenses incurred by the Administrative Agent following the occurrence and during the continuance of an Event of Default.

Section # Borrowing Base. Bank shall have the right, in sole discretion, to adjust any values or amounts set forth in the Borrowing Base and such adjusted values or amounts will be the values or amounts for the determination of the Borrowing Base. No item shall be included in the Borrowing Base if such item is subject to any Lien, claim or security interest (other than the security interest granted to Bank).

Incentive awards paid under the Plan will be based solely on the attainment of specified performance goals established by the Committee during the first 90 days of the Plan Year; provided, however, that the Committee may establish or amend goals after the first 90 days for new hires or to reflect significant changes in a participant’s responsibilities. Performance goals will be based on objective criteria specifically defined by the Committee on a Company, business unit or peer group comparison basis, which may include or exclude specified items of an unusual or non-recurring nature and are based on one or more of the following: net income, return on assets, return on net assets, return on sales, return on capital, return on equity, return on revenue, sales growth, market share, cash flow, cost reduction, total shareholder return, economic value added, cash flow return on investment and cash value added. The Committee may also establish performance goals based on subjective and/or objective criteria relating to leadership or strategic

Grant Determination. The Committee shall have plenary authority, subject to the provisions of this Plan to: # determine the person to whom Grants shall be awarded; # determine the type, size and terms of Grants to be awarded to each Grantee and designate Options as Incentive Options or Non-Qualified Stock Options; # determine the time at which the Grants will be made, the duration of any applicable exercise or restriction period, and any other conditions or restrictions, including, without limitation, (aa) the purchase price of any Common Stock, (bb) the method of payment for Shares purchased pursuant to any Grant, (cc) the method for satisfaction of any tax withholding obligation arising in connection with any Grant, and (dd) the criteria for acceleration of exercisability of Options and Stock Appreciation Rights, provided that no Incentive Stock Option shall be granted which is exercisable after the expiration of ten (10) years from the date it is granted; # accelerate the vesting of all or any portion of Grants; # if applicable, establish and review Grantee’s performance against applicable Performance Goals for the Performance Period; # establish such rules and regulations or take such action as it deems necessary or advisable for the proper administration of this Plan, including the authority to re-grant forfeited Grants; # amend, modify, extend, cancel or renew any Grant or to waive any restrictions or conditions applicable to any Grant or any shares acquired pursuant thereto; # authorize, in conjunction with any applicable Company deferred compensation plan, that the receipt of cash or Common Stock subject to any Grant under this Plan, may be deferred under the terms and conditions of such Company deferred compensation plan; # correct any defect, supply any omission or reconcile any inconsistency in this Plan or any Grant Agreement and to make all other determinations and take such other actions with respect to this Plan or any Grant as the Committee may deem advisable to the extent not inconsistent with the provisions of this Plan or applicable law; # provide for a “clawback” of a Grant pursuant to the provisions of Section 12.9 below; and/or # determine the Fair Market Value of shares of Common Stock or other property. The Company may retain the right in a Grant Agreement to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees or customers of BWFG or any confidentiality obligation with respect to BWFG to the extent specified in such Grant Agreement applicable to the Grantee. In addition, the Company may annul a Grant if the Grantee is an employee of BWFG and is terminated for Cause. The Committee’s consideration of Grants to be made under this Plan to employees shall be made in consultation with and after considering the recommendations of the Chief Executive Officer of the Company and/or the Bank.

Determination Date. For purposes of this Section 5.3, the term “Determination Date” means

Judicial Determination. In the event the Committee for any reason considers it improper to direct any payment as specified in this [Section 10.1], it may have a court of competent jurisdiction determine to whom payments should be made, in which event all expenses incurred in obtaining such determination may be deducted from the unpaid Deferred Compensation or charged to the payee. Any such payment shall constitute a complete discharge of all liability of the Employers to such Participant under the Plan.

Owner and the Partnership shall each have the right to select an Appraiser, which selection shall be made within thirty (30) days following the expiration of the Wegmans Negotiation Period. Owner and the Partnership shall each provide the other with written notice of its selection. The first date upon which both such Appraisers have been selected is hereinafter referred to as the “Selection Date.” The initial Appraisers selected by Owner and the Partnership are hereinafter referred to as the “Initial Appraisers.” Within thirty (30) days after the Selection Date, each Initial Appraiser shall render a written determination of its appraisal of the Wegmans Values. The final Wegmans Values shall be the average of the two Initial Appraisers’ determinations with respect thereto; provided, however, that, with respect to each Wegmans Value, if the higher determination is more than five percent (5%) higher than the lower determination, then the Initial Appraisers shall appoint a third, independent, Appraiser (the “Independent Appraiser”). (For the avoidance of doubt, if with respect to one of the Wegmans Values the higher determination is more than five percent (5%) higher than the lower determination and with respect to the other Wegmans Value the higher determination is not more than five percent (5%) higher than the lower determination, then the appointment of the Independent Appraiser shall only be applicable to the Wegmans Value with respect to which the higher determination is more than five percent (5%) higher than the lower determination). If the Initial Appraisers are unable to agree on such Independent Appraiser within thirty (30) days after both Initial Appraisers have issued their determinations, such Independent Appraiser shall be appointed within fifteen (15) business days thereafter by the American Arbitration Association. Once appointed, the Independent Appraiser shall have thirty (30) days to render a written determination of the applicable Wegmans Value(s), and the final Wegmans Values shall be the average of the two determinations issued by the three Appraisers with respect thereto that are closest in value.

the “average” of a set of numerical values refers to the arithmetic average of such numerical values;

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.

Determination of Bonuses. Following the completion of each Performance Period, the Committee shall calculate the earned amount based upon each Participant’s Individual Target Award (such earned amount that the Committee determines to pay to a Participant for a Performance Period, a “Bonus”) based on the level of attainment of the Performance Goals or any other criteria as determined by the Committee in its sole discretion. The Committee has the sole discretion to determine whether all, any portion of or an amount greater than a Participant’s Individual Target Award shall be paid, and the specific amount, if any, to be paid to each Participant, subject in all cases to the terms, conditions and limits of this Plan. The Committee may, at any time, establish (and, once established, rescind, waive or amend) additional conditions and terms of payment of Individual Target Awards (including, but not limited to, the achievement of other financial, strategic or individual goals, which may be objective or subjective) as it may deem desirable in carrying out the purposes of this Plan.