Duties and Extent of Services During Period of Employment. During the Term, Employee shall: # remain employed by the Company as Vice President of Corporate Development and Strategy of the Company and Vice President of Sales and Marketing of the Company’s wholly owned subsidiary Altamira Instruments, Inc.; # perform such duties and services as are commensurate with Employee’s positions; # devote Employee’s full business time and exclusive business efforts to serving the Company; # perform all duties incident to Employee’s position to the best of Employee’s ability and in compliance with the policies and procedures of the Company, applicable law and past practice with respect to Employee’s responsibilities; and # perform all of Employee’s responsibilities and duties hereunder in southwestern Florida, Maine, or Pennsylvania as deemed appropriate by Employee, subject, however, to the reasonable travel requirements of Employee’s position, which travel requirements may include visits or occasional work at other offices of the Company from time to time.

Expenses During Consulting Term. The Company shall reimburse Executive for all reasonable out-of-pocket business and travel expenses, incurred by Executive in the performance of Executive’s duties and responsibilities hereunder. Such reimbursement shall be subject to the Company’s Policies for expense pre-approval, verification, documentation and reimbursement.

Duties During Consulting Term. For the avoidance of doubt, Executive may provide part-time consulting services to other entities through the Consulting End Date, so long as such part-time consulting services do not conflict with the Consulting Services, do not pose a conflict of interest, do not violate Executive’s obligations under this Agreement, and do not compete in any way with the Company.

Compensation During Consulting Term. During his provision of the Consulting Services in the Consulting Term, Executive shall invoice the Company each Monday before 10:00 a.m. MST for any services provided on an hourly basis (up to a total of 40 hours per week) at $137 per hour, for which Executive will receive a Form 1099 (the “Consulting Payments”). Failure to timely submit an invoice to Company shall not constitute a waiver of amounts due and owing to Executive, but shall be treated as part of the invoice for the week in which it is submitted.

Death During Active Service. If the Participant dies while in active service of the Bank, the Bank shall pay to the participant’s beneficiary the benefit described in this Section 4.3.

Notwithstanding Executive’s change in position on the Transition Date, during the Transition Period, Executive will continue to be eligible for the same compensation and benefits to which he would have been eligible as Executive Vice President and Chief Financial Officer of Southern, including a base salary at the rate in effect for Executive on the date hereof. For the avoidance of doubt, notwithstanding Executive’s termination of employment effective as of the Separation Date, Executive will be eligible to receive any payout earned with respect to 2021 under the annual cash incentive program in which Executive currently participates based on actual performance for the full performance period (with any personal objectives deemed achieved at no less than 100% of target performance and otherwise consistent with goal funding for the annual cash incentive program), subject to and in accordance with the terms of the applicable annual incentive program (the “Annual Incentive Payment”). For the avoidance of doubt, and subject to the terms and conditions of the applicable plan documents and any award agreements, Executive is currently retiree eligible with respect to # his outstanding Company PSUs and RSUs and # his respective accrued benefits and accounts under the Company’s tax-qualified and non-qualified defined benefit and defined contribution plans and nothing hereunder is intended to affect his entitlements thereunder on or following the Separation Date. Executive may participate in the Company’s retiree medical plan in accordance with the terms of such plan if he timely makes an election to do so in accordance with the terms thereof.

Cooperation During Operational Transition. Upon Closing, the parties shall cooperate in an orderly transition of the Company’s facilities from Seller’s personnel to Buyer’s personnel in a manner that prevents any negative impact on customers or non-compliance with applicable permits and regulations. Such cooperation shall include the provision of personnel or contract operations, subject to further concurrent agreement by the parties, to allow for an orderly transition.

Status During Benefit Period. Commencing upon the date of the participant’s Separation from Service, the participant shall cease to be an employee of the Employer for any purpose. The payment of severance benefits under this Plan shall be payments to a former employee.

Except as otherwise expressly provided in Section 2(b) hereof:

Employment. The Company shall employ Employee, and Employee shall perform services for and on behalf of the Company upon the terms and conditions set forth in this Agreement.