EQUITY COMPENSATION. The Company will grant to the Executive on the date hereof (the “Grant Date”) equity compensation awards under the 2018 Equity Incentive Plan

Equity Compensation. The options described in this Policy will be granted under the Plan and will be subject to the terms and conditions of # this Policy, # the Plan and # the form of Option Agreement approved by the Board for the grant of options to Non-Employee Directors under the Plan.

Equity Compensation. In addition to your eligibility for regular grants of long-term incentives, you will be granted an equity award of one hundred fifty thousand (150,000) restricted stock units of Holdings (the “Sign-On RSUs”). Your Sign-On RSUs will vest ratably over four (4) years, with vesting upon a Change in Control of the Company (as defined in Exhibit B hereto). The Sign-On RSUs are subject to actual grant to you by the Committee in its sole discretion, pursuant to the applicable plan document and subject to terms and conditions established by the Committee in its discretion, which will be detailed in separate agreements you receive after the award is made. You acknowledge that these equity awards are “employment inducement awards” that will be granted to you outside of the Company’s 2016 Equity Incentive Plan pursuant to NASDAQ Listing Rule 5635(c)(4).

Annual Equity Award: Upon the conclusion of each regular annual meeting of the Company’s stockholders, each Outside Director who continues to serve as a member of the Board thereafter (including a director elected or appointed at such meeting) will automatically be granted restricted stock units (“RSUs”) under the Company’s 2016 Equity Incentive Plan (the “Plan”) with a target value of $175,000. Subject to the Outside Director’s continuing service, each such RSU award will vest in full on the earlier of the one-year anniversary of the date of grant or the date of the regular annual meeting of the Company’s stockholders held in the year following the date of grant.

Equity Compensation. During the Employment Period, the Executive shall be eligible to participate in any equity and/or other long-term compensation programs established by [[Bank:Organization]] from time to time for senior executive officers at the discretion of the Compensation Committee.

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:

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 and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the same forms previously approved by the Board, setting forth the vesting schedule applicable to such awards and such other terms as may be required by 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 2013 Equity Incentive Award Plan (the “Equity Plan”) and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the same forms previously approved by the Board, setting forth the vesting schedule applicable to such awards and such other terms as may be required by the Equity Plan. All applicable terms of the Equity Plan apply to this Policy as if fully set forth herein, and all grants of awards hereunder are subject in all respects to the terms of the Equity Plan. For the avoidance of doubt, the share numbers in this Section 2 shall be subject to adjustment as provided in the Equity Plan.

Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Section 3 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:

Equity Compensation. You will be granted an option to purchase shares of the Company’s Common Stock (“Stock Option”) pursuant to the Company’s 2020 Equity Incentive Plan (the “Plan”), which Stock Option shall have a fair value of approximately $1,000,000. The date of grant will be the Effective Date; provided, however, that if the Company’s trading window is not open on that date, the date of grant will be upon the expiration of three trading days after the Company’s trading window is open (the “Grant Effective Date”). The exercise price per share of the Stock Option will be equal to the closing price per share of the Company’s Common Stock on the date of grant. The Stock Option will be subject to the terms and conditions applicable to options granted under Plan and the applicable stock option agreement. The Stock Option will be subject to vesting over the five-year period following October 7, 2020 (the “Vesting Date”), with 20% of the option shares vesting on the one-year anniversary of the Vesting Date, and monthly vesting over the next succeeding 48 months, conditioned on your continuous common law employment, as described in the applicable stock option agreement.