Schedule. Landlord shall deliver to Tenant a reasonably detailed schedule setting forth milestone dates for Substantial Completion of the Base Building Improvements, and shall keep Tenant reasonably apprised of any material changes in said schedule.

Grant. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom Options shall be granted, the number of Shares subject to each Award, the exercise price and the conditions and limitations applicable to the exercise of an Option. A person who has been granted an Option under this Plan may be granted additional Options under the Plan if the Committee shall so determine. Options granted under this Plan may be Incentive Stock Options, Non-Qualified Stock Options or a combination of the foregoing, provided that Incentive Stock Options may be granted only to Employees. Each grant shall specify whether (or the extent to which) the Option is an Incentive Stock Option or a Non-Qualified Stock Option. Notwithstanding any such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under all Plans of the Company) exceeds ​, such Options shall be treated as Non-Qualified Stock Options.

Grant. Subject to the provisions of the Plan, Committee may also authorize grants to Participants of Stock Appreciation Rights. A Stock Appreciation Right provides a Participant the right to receive from the Company an amount, which shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right.

Grant. The Committee shall have sole and complete authority to determine the Participants who shall receive a Performance Award, which shall consist of a right that is # denominated in cash or Shares, # valued, as determined by the Committee, in accordance with the achievement of such performance goals during such performance periods as the Committee shall establish, and # payable at such time and in such form as the Committee shall determine.

Grant. Subject to the restrictions, limitations, terms and conditions specified in the Plan and this Agreement, effective as of the Award Date, Southwestern hereby grants the Participant ​ RSUs.

Grant. Subject to the terms and conditions hereinafter set forth, and in accordance with the provisions of the Plan, the Company hereby grants to Grantee, and Grantee hereby accepts from the Company Performance-Based Restricted Stock Units (the “Restricted Stock Units”) (which represents the target amount of shares available as set out on ​. Each Restricted Stock Unit represents the right of the Grantee to receive # one (1) Share on the date of distribution provided for in [Section 1].E. In addition, the Grantee shall also have the right to receive all of the cash or in-kind dividends that are paid with respect to the Shares represented by the Restricted Stock Units to which this award relates (“DERs”). Dividend equivalents with respect to any such Share shall be paid on the same date that such Share is issued to the Grantee pursuant to [Section I].E. hereof. The DERs shall be subject to the same terms and conditions applicable to the Restricted Stock Units, including, without limitation, the restrictions and non-transferability, vesting, forfeiture and distribution provisions contained in [Sections I].B through I.E., inclusive, of this Agreement. In the event that the Restricted Stock Units are forfeited pursuant to [Section I].D. hereof, the related DER shall also be forfeited.

Grant. Subject to the provisions of the Plan, the Committee shall determine the number of Shares of Restricted Stock to be granted to each Participant, the duration of the period during which, and the conditions, if any, under which, the Restricted Stock may be forfeited to the Company, and the other terms and conditions of such Awards; provided that not less than 95% of the Shares of Restricted Stock shall remain subject to forfeiture for at least three years after the date of grant, subject to earlier termination of such potential for forfeiture in whole or in part in the event of a Change in Control or the death, disability or other termination of the Participant's employment.

Grant. A Restricted Stock Award ("Award") of 100 shares ("Award Shares") of the Bank's common stock, ​ par value per share ("Common Stock"), is hereby granted by the Bank to the Participant subject to the following terms and conditions and subject to the provisions of the ​ 2010 Equity Incentive Plan (the "Plan"), the terms of which are incorporated by reference herein.

Grant. The Company hereby grants to Participant for past services and as a separate incentive in connection with his future services and not in lieu of any salary or other compensation for his services, this Award subject to all of the terms and conditions in this RSA Agreement. The issuance of this Award to Participant has been approved by the Board.

Grant. The Company hereby grants to the Grantee a Restricted Stock Grant (the "Grant") of ​ shares of Common Stock. The Grant will be subject to the terms and conditions of the Plan and this Agreement. The Grant constitutes the right, subject to the terms and conditions of the Plan and this Agreement, to distribution of the shares of Restricted Stock.

[Schedule 5.21] contains a complete and accurate list of all employee benefit plans, funds, policies, programs, contracts, arrangements or practices of any kind (including any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any employment, consulting or personal services contracts # sponsored, maintained or contributed to by the Company or to which the Company is a party, # covering or benefiting any current or former officer, employee, agent, director or independent contractor of the Company (or any dependent or beneficiary of any such individual), or # with respect to which the Company has (or could have) any obligation or liability (each, an “Employee Benefit Plan”). There has been no amendment, interpretation or other announcement (written or oral) by the Company, any corporation, partnership, limited liability company, sole proprietorship, trade, business or other entity or organization that, together with the Company, is or was treated as a single employer under [[Section 414(b), (c), (m) or (o)])])])]])])])] of the Code (each, an “ERISA Affiliate”) or any other person relating to, or change in participation or coverage under, any Employee Benefit Plan that, either alone or together with other such items or events, could materially increase the expense of maintaining such Employee Benefit Plan (or the Employee Benefit Plans taken as a whole) above the level of expense incurred with respect thereto for the most recent fiscal year included in the Financial Statements. Neither the Company nor any ERISA Affiliate has any agreement, arrangement, commitment or obligation to create, enter into or contribute to any additional Employee Benefit Plan, or to modify or amend any existing Employee Benefit Plan. The terms of each Employee Benefit Plan permit the Company to amend or terminate such Employee Benefit Plan at any time and for any reason without penalty and without material liability or expense. None of the rights of the Company under any Employee Benefit Plan will be impaired in any way by this Agreement or the consummation of the transactions contemplated by this Agreement.

Amended Schedule. The applicable Attribute Schedule or Tax Benefit Schedule for any Taxable Year may be amended from time to time by the Corporation # in connection with a Determination affecting such Schedule, # to correct inaccuracies in the Schedule identified after the date the Schedule was provided to the TRA Party Representative, # to comply with the Expert’s determination under the Reconciliation Procedures, AmericasActive:18057467.3

[Schedule 2].01LC (L/C Commitments) to the Existing Credit Agreement is hereby amended in its entirety to read as set forth on [Annex B] attached hereto.

Vesting Schedule. Except and to the extent provided in paragraphs 7(c) and (d), nothing in this paragraph 7 shall alter the vesting schedule prescribed by paragraph 5.

[Schedule 2.01] shall be deemed revised to include any increase in the applicable Commitments pursuant to this [Section 2.15] and to include thereon any Eligible Assignee that becomes a Lender pursuant to this [Section 2.15].

PAYMENT SCHEDULE. Subject to the provisions of paragraphs [(b), [(c), (d) and (e)])])]])])])] below, the Restricted Stock Units (and any related dividend equivalents) shall be earned and payable in three (3) equal annual installments if you remain employed with ​ and its Subsidiaries through each of the payment dates as follows.

Vesting Schedule. Subject to the special vesting rules set forth in [Sections 7, 14 and 15]5]5], the Stock Units shall vest in accordance with the Vesting Schedule specified in the Award Agreement to the extent that the Employee is continuously employed by the Company or its Subsidiaries until the Vesting Dates specified in the Vesting Schedule and has not terminated employment on or before such dates. An Employee will not be treated as remaining in continuous employment if the Employee’s employer ceases to be a Subsidiary of the Company.

[Schedule 4.6(b)] sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, ​ that, as of the Closing Date, is pending or, to the knowledge of Borrower, after due inquiry, threatened against Parent, any Loan Party or any of their respective Subsidiaries, of # the parties to such actions, suits, or proceedings, # the nature of the dispute that is the subject of such actions, suits, or proceedings, # the procedural status, as of the Closing Date, with respect to such actions, suits, or proceedings, and # whether any liability of the Loan Parties, Parent and their respective Subsidiaries in connection with such actions, suits, or proceedings is covered by insurance.

Progress Schedule. The initial progress schedule for the completion of the Improvements is attached hereto as [Schedule 2] (the “Progress Schedule”). ​ shall revise the Progress Schedule to reflect the final schedule approved by ​ and ​ (or deemed approved) in accordance with [Section 3.2] below. The Progress Schedule shall be adjusted from time to time to account for the actual progress of the work and to account for ​ Delay, provided ​ will be provided with written notice of any changes. Except as expressly provided to the contrary, all time periods referred to in this Work Letter shall be computed on a calendar basis with no allowance for holidays or weekends.

Payment Schedule. Notwithstanding anything to the contrary in this Agreement, to the extent required to comply with Code Section 409A(a)(2)(B), (i) if the Executive's termination of employment does not constitute a "separation from service" within the meaning of Code Section 409A, any taxable payment or benefit which becomes due under this Agreement as a result of such termination of employment shall be deferred to the earliest date on which the Executive has a "separation from service” within the meaning of Code Section 409A; and # if the Executive is deemed to be a “specified employee” for purposes of Code Section 409A(a)(2)(B), payments due to him that would otherwise have been payable at any time during the six-month period immediately following separation from service (as defined for purposes of Code Section 409A) shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. Any amounts deferred under this [Section 7(g)] shall bear interest from the date originally scheduled to be paid through and including the date of actual payment at 120% of the applicable federal long-term rate (as prescribed under Code Section 1274(d)) per annum, compounded quarterly. In addition to the foregoing, payments that are or become due on account of a Deemed Effective Date shall be made at the time otherwise provided in this Agreement or, if later, the earlier of six months following the Date of Termination and the date of occurrence of a “change in control event” (within the meaning of Code Section 409A and the regulations thereunder).