Performance-Based Awards. Notwithstanding anything to the contrary herein, certain Other Stock-Based Awards granted under this [Section 9] may be granted in a manner which is intended to be deductible by the Company under Section 162(m) of the Code (or any successor section thereto) ("Performance-Based Awards"). A Participant's Performance-Based Award shall be determined based on the attainment of written performance goals approved by the Committee for a performance period of not less than one year established by the Committee # while the outcome for that performance period is substantially uncertain and # no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more of the following criteria: # consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); # net income; # operating income; # earnings per Share; # book value per Share; # return on shareholders' equity; # expense management; # return on investment; # improvements in capital structure; # profitability of an identifiable business unit or product; # maintenance or improvement of profit margins; # stock price; # market share; # revenues or sales; # costs; # cash flow; # working capital and # return on assets. The foregoing criteria may relate to the Company, one or more of its Affiliates or one or more of its or their divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to extraordinary items. The Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, shall so certify and ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be paid for such performance period until such certification is made by the Committee. The amount of the Performance-Based Award actually paid to a given Participant may be less than the amount determined by the applicable performance goal formula, at the discretion of the Committee. The amount of the Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such performance period; provided, however, that a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of Section 162(m) of the Code, elect to defer payment of a Performance-Based Award.

Performance-Based Awards. The Committee, at any time, and from time to time, may grant Performance-Based Awards to a Participant in such amounts and upon such terms as the Committee shall determine. Each grant of a Performance-Based Award shall have an initial value or target number of shares of Common Stock that is established by the Committee. The Committee shall establish # performance goals in its discretion which, depending on the extent to which they are achieved, shall determine the value and/or number of shares subject to a Performance-Based Award that will be paid out to the Participant, and # the Performance Period, which shall mean the period of time during which the performance goals must be achieved in order to determine the degree of payout after vesting with respect to any such Performance-Based Award.

Performance-Based Awards. The grant, exercise and/or settlement of Performance-Based Awards shall be contingent upon the achievement of pre-established performance goals and other terms set forth in this [Section 9.3].

Performance-Based Awards. Any Performance-Based Awards held by the Participant that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited.

Performance-Based Awards. The number of shares subject to a Participant’s Performance-Based Award shall be determined by multiplying the number of shares subject to that Award by a fraction, the numerator of which shall be the number of full calendar months of employment or service that the Participant was employed by the Company or a Subsidiary, beginning on the Award Date and ending on the date of the Participant’s Termination of Service, and the denominator of which is twelve (12). Any Performance-Based Awards held by the Participant for a period of twelve (12) consecutive months or greater after the Award Date shall be deemed vested in full. If the Award is conditioned upon Participant’s compliance with a noncompete covenant set forth in the Award Agreement, the Participant’s actual number of shares subject to the Award shall vest, in full, at the end of the later of the Performance Period or the expiration of the noncompete covenant.

Grant of Cash-Based Awards. Subject to the terms and provisions of the Plan, the Compensation Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms as the Compensation Committee may determine.

The Administrator is authorized to grant Performance Awards to any Eligible Individual. The value of Performance Awards may be linked to any one or more of the Performance Criteria or other specific criteria determined by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator.

Performance Awards. The Committee is hereby authorized to grant Performance Awards to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Performance Award granted under the Plan # may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock and Restricted Stock Units), other securities, other Awards or other property and # shall confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of one or more performance goals during such performance periods as the Committee shall establish. Subject to the terms of the Plan, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted, the amount of any payment or transfer to be made pursuant to any Performance Award and any other terms and conditions of any Performance Award shall be determined by the Committee. Performance Awards that are granted to Eligible Persons who may be “covered employees” under [Section 162(m)] and that are intended to be “qualified performance-based compensation” within the meaning of [Section 162(m)], to the extent required by [Section 162(m)], shall be conditioned solely on the achievement of one or more objective Performance Goals established by the Committee within the time prescribed by [Section 162(m)], and shall otherwise comply with the requirements of [Section 162(m)], as described below.

Performance Awards. In the event of a Change in Control, the number of Shares or units subject to each of the Participant’s outstanding Performance Awards granted under the Plan that may vest shall be deemed to be equal to the goal payout of such Performance Award and the remainder of the Award will terminate, regardless of whether the Participant’s outstanding Performance Awards are assumed or replaced as provided in [Section 11(b)(1)] above. In the event of a Change in Control in which the Participant’s outstanding Performance Awards granted under the Plan are assumed or replaced as provided in [Section 11(b)(1)] above, such outstanding Performance Awards will continue to be subject to any continuing service requirements of the Awards. However, a fraction of such outstanding Performance Awards granted under the Plan will vest (and any restrictions on that fraction of such Awards shall lapse) and the remainder of the Awards will terminate if, within two years after the Change in Control and during the continuing service period of the Performance Awards, the Participant’s employment:

“Award” means, individually or collectively, a grant under this Plan of Cash-Based Awards, Non-Qualified Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, or Other Stock-Based Awards, in each case subject to the terms of this Plan.

Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Performance-Based Awards to a Plan participant in such amounts and upon such terms as the Committee shall determine.

Your 2022 long-term stock award of ​ (the “Initial Grant”) will be granted within 30 days after the Effective Date. The Performance Based portion of your Initial Grant will have the same performance period, performance goals, and vesting schedule as other 2022 Performance Based awards granted to Valley Senior Executives. The Restricted Stock portion of your Initial Grant will vest ratably over 3 years, a third each year from the Effective Date.

PERFORMANCE-BASED CANCELLATION PROVISION. In order to appropriately balance risk and reward, unpaid Restricted Stock Units (and any related dividend equivalents) may be canceled if a loss occurs outside of the ordinary course of business. For ​ or a line of business, a “loss” means a pre-tax loss for a fiscal year (as determined under U.S. generally accepted accounting principles in effect as of the close of such fiscal year). A loss in the “ordinary course of business” means a loss resulting from a planned winding down of a business or legacy position. A loss outside of the ordinary course includes (without limitation) losses such as those resulting from risk or compliance violations, deliberate or grossly negligent failures to perform your job duties, or any loss that materially impairs ​’s solvency, liquidity, or capital distribution plans. If a loss outside of the ordinary course of business occurs:

Non-Performance-Based Compensation. If the Compensation does not meet the requirements for “performance-based compensation” within the meaning of Treasury Regulation Section 1.409A-1(e), the Deferral Agreement must be filed no later than the last day of the year prior to the first year of the Incentive Compensation Award Period (as defined in the Bonus Plan) or the Performance Period (as defined in the Omnibus Plan) with respect to which such Compensation is paid; provided, however, that a Deferral Agreement with respect to Restricted Stock Units with vesting requirements extending more than 12 months after the date of the grant may be filed within 30 days after the date of the grant of the Restricted Stock Units, provided that the Deferral Agreement is filed at least 12 months in advance of the earliest date at which the forfeiture condition could lapse, in accordance with Treasury Regulation Section 1.409A-2(a)(5).

Additional Equity Awards: You will continue to be eligible to receive stock-based compensation, whether restricted stock units, performance-based stock units, stock options or otherwise, under the Company’s 2012 Long Term Incentive Plan, as amended, or other stock-based compensation plans that the Company may establish from time-to-time. In addition to the equity awards granted to you in ​, which had a total grant value of ​, we will grant you additional RSUs with

Treatment of Equity Awards with Performance-Based Vesting. Upon a Change in Control, any equity award with time or performance-based vesting, including, but not limited to, the Initial Equity Award, held by the Executive shall automatically vest or be deemed earned either at target or based on actual achievement of the performance metric, if higher.