Employer. The term “Employer” shall mean the Company and/or a subsidiary of the Company that employs the Executive.

Employer. The Company or an Affiliated Entity which has adopted the Plan.

Employer. The Company or any Subsidiary (or any parent corporation of the Company or any of such parent corporation’s subsidiaries) by which a Participant is employed.

Employer. Employer means the Company or the Subsidiary or Affiliate which employs you.

Employer Contributions. Each Employer, in its sole discretion, may make either or both of the following types of contributions to the Plan on behalf of Participants employed by that Employer.

The Employer. This Agreement shall inure to the benefit of and be binding upon the Employer and its successors and assigns including, but not limited to any person acquiring directly or indirectly all or substantially all of the business or assets of Bancorp or the Bank by purchase, merger, consolidation, reorganization or otherwise. The Employer shall require any successor to expressly assume and agree to perform this Agreement.

Lead Employer. "Lead Employer" means the signatory Employer to the Adoption Agreement execution page, and does not include any Affiliated Employer or Participating Employer. The "lead Employer" has the same meaning as the Employer for purposes of making Plan amendments and other purposes regardless of whether the "lead Employer" is also a Participating Employer under this [Article XIV].

Participating Employer. “Participating Employer” means the Company and each other Affiliate that, with the consent of the Plan Administrator adopts this Plan. A Participating Employer shall cease to be a Participating Employer on the date it ceases to be an Affiliate.

Employer Liability. At its own discretion, a System Company employer may purchase such insurance or annuity contracts or other types of investments as it deems desirable in order to accumulate the necessary funds to provide for the future benefit payments under the Plan. However, # a System Company employer shall be under no obligation to fund the benefits provided under this Plan; # the investment of System Company employer funds credited to a special account established hereunder shall not be restricted in any way; and # such funds may be available for any purpose the System Company may choose. Nothing stated herein shall prohibit a System Company employer from adopting or establishing a trust or other means as a source for paying any obligations created hereunder; provided, however, any and all rights that any such Participants shall have with respect to any such trust or other fund shall be governed by the terms thereof.

Vesting of Employer Retirement Restoration Account. Cliff vesting shall apply to the Employer Retirement Restoration Account and, except as provided in [Section 9.03], a Participant shall become fully vested in the Participant’s Employer Retirement Restoration Account upon the earliest to occur of # the date the Participant attains age 65, # the Participant’s completion of three (3) years of Vesting Service, # the Participant’s Separation from Service by reason of death, or # accelerated vesting of the Participant’s Account pursuant to [Section 9.02]. Prior to the first to occur of the events set forth in ​ – (d), the Participant shall not be vested in any portion of the Participant’s Employer Retirement Restoration Account.

Forfeiture of Employer Retirement Restoration Account. If a Participant has a Separation from Service when the Participant is not vested in the Participant’s Employer Retirement Restoration Account, the balance of the Participant’s Employer Retirement Restoration Account shall be forfeited.

Age/Service Requirements – An employee who is a member of the eligible class of employees shall be eligible for participation for the purpose of the employer profit sharing provision after he has satisfied the following participation requirement(s):

Amount of Contribution – For each plan year, the employer contribution to the plan shall be the amount that is determined under the provisions of this Article; provided, however, that the employer may not make a contribution to the plan for any plan year to the extent the contribution would exceed the participants' maximum permissible amounts under Code section 415. Further, the employer contribution shall not exceed the maximum amount deductible under Code section 404, subject to the provisions for a nondeductible contribution without penalty as permitted under Code section 4972(c)(6). For this purpose, participant elective deferrals shall not be taken into account as provided under Code section 404(n).

Transfer of Business to Successor Employer. If the Grantee’s Termination of Employment occurs prior to the final Vesting Date listed above as a result of transferring directly to employment with a successor employer in connection with transfer by the Company or Affiliate of a business operation, then any unvested RSUs shall vest as of such date. (Note that this may not apply to the transactions planned to effectuate the transformation of the Company into three public companies, as announced on ​. Any adjustments to outstanding equity awards in connection with those transactions will be determined by the Committee and communicated at a later time.)

Absence of Conflicts; Competition with Prior Employer. Executive represents that Executive’s performance of Executive’s duties under this Agreement will not breach any other agreement as to which Executive is a party. Executive agrees that Executive has disclosed to the Company all of Executive’s existing employment and/or business relationships, including, but not limited to, any consulting or advising relationships, outside directorships, investments in privately held companies, and any other relationships that may create a conflict of interest. Executive is not to bring with Executive to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other person or entity with respect to which Executive owes an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and we will assist Executive in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties. Also, we expect Executive to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer and suggest that Executive refrains from having any contact with such persons until such time as any non-solicitation obligation expires.

Company and Employer Property: Duty to Return. All Employer and Company property and assets, including but not limited to products, recipes, product specifications, training materials, employee selection and testing materials, marketing and advertising materials, special event, charitable and community activity materials, customer correspondence, internal memoranda, products and designs, sales information, project files, price lists, customer and vendor lists, prospectus reports, customer or vendor information, sales literature, territory printouts, call books, notebooks, textbooks, and all other like information or products, including but not limited to all copies, duplications, replications, and derivatives of such information or products, now in your possession or acquired by you while in the employ of the Employer shall be the exclusive property of the Employer and shall be returned to the Employer no later than the date of your last day of work with the Employer.

"Participating Employer" means an Employer which, with the consent of the "lead Employer" adopts the Plan pursuant to Section

No employer securities, employer real property or other employer property is included in the assets of any Benefit Plan.

A former Employer is a "predecessor employer" with respect to a Participant in a Plan maintained by an Employer if the Employer maintains a Plan under which the Participant had accrued a benefit while performing services for the former Employer, but only if that benefit is provided under the Plan maintained by the Employer. For this purpose, the formerly affiliated plan rules in Regulation [[Section 1.415(f)-1(b)(2)])]])] apply as if the Employer and predecessor