Equity Compensation. As an inducement to your employment with the Company, subject to final approval by the Board or a committee thereof, of the Company will grant to the Executive following the Effective Date a non-qualified stock option to purchase up to 255,212 shares of the Company’s common stock (the “Inducement Award”). The exercise price or purchase price per share of the Inducement Award will be equal to the fair market value of the Company’s common stock on the date of grant. The shares underlying the Inducement Award will be subject to a four-year vesting schedule with 25% of the shares subject to each award vesting on the one year anniversary of the first day of the month immediately following the Effective Date and the remainder vesting ratably on a monthly basis over the following 36 months, subject to continued employment as of each such vesting date. The Equity Award will be subject to the terms of the Company’s 2021 Inducement Equity Grant Plan (the “Inducement Plan”) and the equity award agreement between the Executive and the Company, which shall govern.

Equity Compensation. The outstanding equity-based awards held by [[Person A:Person]] under the [[MEC:Organization]] 2019 Omnibus Incentive Plan (the “Plan”) as of the Retirement Date shall be treated in accordance with the Plan and the applicable award agreements consistent with an end-of-employment retirement, which treatment shall include the following:

Effect of Termination on Equity Compensation. Upon a termination of the Executive’s employment with the Company for any reason, any payments, benefits, or other rights of the Executive pursuant to applicable equity or other long-term incentive programs of [[Bank:Organization]] shall be governed by the terms and conditions of the applicable program documents.

Effect of Termination on Equity Compensation. Upon a termination of the Executive’s employment with the Company for any reason, any payments, benefits, or other rights of the Executive pursuant to applicable equity or other long-term incentive programs of [[Bank:Organization]] shall be governed by the terms and conditions of the applicable program documents.

Equity Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Company’s 2020 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (such plan, as may be amended from time to time, the “Equity Plan”) and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms previously approved by the Board. All applicable terms of the Equity Plan apply to this Policy as if fully set forth herein, and all equity grants hereunder are subject in all respects to the terms of the Equity Plan. For the purposes of this Program, “Grant Date Value” shall mean the fair value of an option determined using the Black-Scholes pricing model with the volume weighted average trading price of a share of Company common stock on the stock exchange on which the Company’s common stock is then listed or traded for the thirty (30) consecutive trading days ending on the trading day prior to the date of grant and the volatility, risk-free rate and life expectancy assumptions in the Company’s most recent public filings disclosing those assumptions.

Effect on Equity Interests. As of the Effective Time and subject to the provisions of this Agreement, by virtue of the Mergers and without any further action on the part of the Parties or the USIP I Holders:

Equity Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Company’s 2014 Equity Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”) and shall be evidenced by the execution and delivery of award agreements, including attached exhibits, in substantially the forms previously approved by the Board. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of equity awards hereby are subject in all respects to the terms of the Equity Plan.

Equity Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Equity Plan, or any other applicable Company equity incentive plan then-maintained by the Company, and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms previously approved by the Board. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of stock options hereby are subject in all respects to the terms of the Equity Plan and the applicable award agreement. For the avoidance of doubt, the share numbers in this Section 2 shall be subject to adjustment as provided in the Equity Plan.

Equity Compensation. Following commencement of your employment and subject to approval by the Board or Compensation Committee, the Company will grant you $585,000 in value at the time of grant in restricted stock units (the “RSUs”) under the 2021 Equity Incentive Plan (“Plan”). The RSUs shall vest according to the following schedule: 25% of such RSUs shall vest on a date set by the Company in the quarter of the year that you start employment until all such RSUs have vested, so long as you continue to provide services to the Company on each such vesting date. The RSUs will be subject to the terms, conditions and restrictions set forth in the Plan and the Company’s standard form of RSU Award Agreement. You will also be eligible to receive additional equity awards as part of the Company’s long term incentive program, as may be determined by the Board or Compensation Committee, consistent with the Company’s compensation practices. We will recommend to the Board or Compensation Committee that you be eligible for an equity incentive award with four-year ratable vesting valued at $800,000 at the time of grant in fiscal year 2022. Such grants are not part of your base compensation and the Board or Committee may change or discontinue the long-term incentive program at any time.

Equity Compensation. In addition to the cash compensation described above, each non-employee director will also receive the following equity grants: