Representations of Employee. Employee represents and warrants to the Company that he is not subject to any restriction or non-competition covenant in favor of a former employer or any other person or entity, and that the execution of this Agreement by Employee and her provision of services to the Company and the performance of her obligations hereunder will not violate or be a breach of any agreement with a former employer or any other person or entity. Further, Employee agrees to indemnify the Company for any claim, including but not limited to attorneys’ fees and expenses of investigation, by any such third party that such third party may now have or may hereafter have against the Company based upon any noncompetition agreement, invention or secrecy agreement between Employee and such third party.

and/or to such other persons and addresses as any party shall have specified in writing to the other from time-to-time. Either party may change its address for receiving notices by providing notice of the new address to the other Party.

Company Employee Benefits. Employee shall be entitled to participate in the Company’s medical insurance plan for employees to the extent the Company obtains such a plan. Prior to the Company obtaining such a plan, the Company shall reimburse Employee for the expenses set forth on Exhibit A.

Neither the Employee nor any person claiming through the Employee, will have any of the rights or privileges of a shareholder of ​ with respect to the PSUs unless and until Shares have been issued, recorded on the records of the Company or its transfer agent, and delivered to the Employee. No dividend equivalents shall be paid on PSUs with respect to any cash dividends declared during any periods of time prior delivery of the Shares.

EMPLOYEE’S REPRESENTATIONS. The Employee represents and warrants that the Employee is free to enter into this Agreement and to perform each of the terms and covenants contained herein and the Employer represents and warrants that the Employee is not restricted or prohibited, contractually or otherwise, from entering into this Agreement, and that the Employee’s execution and performance of this Agreement is not a violation or breach of any other Agreement between the Employee and any other person or entity.

Early Retirement Employee. If a Change of Control (as such term is defined in Paragraph 6(c)(ii) below) occurs during the Term of this Agreement, the Executive may elect by written notice given to the Bank at any time within six (6) months after such Change of Control to terminate the employment of the Executive by the Bank whereupon the Executive will become an "Early Retirement Employee" and will be entitled to receive such payments as are provided hereafter in this Paragraph 6. Such election and the termination of the Executive's employment shall become effective on the first day of the second calendar month commencing after delivery of such notice (the "Early Retirement Effective Date").

No Employee Solicitation. During Employee’s employment, and for a period of 12 months thereafter following the termination of Employee’s employment (for any reason), Employee will not, without the written consent of Campbell’s General Counsel, directly or indirectly, solicit, hire, interfere with, attempt to entice away from Campbell Companies, or recommend for employment outside Campbell Companies, any individual who is employed by Campbell Companies at the time of such solicitation, hiring, interference, or enticement or who voluntarily terminated his/her employment by Campbell Companies within six months of such solicitation, hiring, interference, or enticement.

Prior to July 1, 2002, a person may not enhance the amounts credited under this Plan by making discretionary employee contributions to the person's Savings Plan account.

Employee Benefit Plans. Neither BRPA nor Merger Sub maintains, and neither have any liability under, any Plan, and neither the execution and delivery of this Agreement nor the consummation of the Merger will # result in any payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) becoming due to any shareholder, director, or employee of BRPA or Merger Sub, or # result in the acceleration of the time of payment or vesting of any such benefits.

Representations by Employee.Employee hereby acknowledges and agrees as follows: