“Book Value” (or “BV”) shall mean the shareholders’ equity as set forth in the audited financial statements of the Company as of the end of the applicable fiscal year;

Incentive Compensation. During the Term, the Executive shall be eligible to receive annual cash incentive compensation (“Annual Cash Incentive Compensation”) as determined by performance goals established by the Board of Directors of the Company, upon consultation with the Executive. The Executive’s maximum Annual Cash Incentive Compensation shall be 200 percent (200%) of the Base Salary. The Annual Cash Incentive Compensation for the initial year of Initial Term shall be pro-rated. If earned, Annual Cash Incentive Compensation for any calendar year will be payable within 75 days after the end of such year. Until the Company consummates its Initial (Alternative) Public Offering, the Company may substitute a portion of the Annual Cash Incentive Compensation amount with stock, depending upon cash needs of the Company.

Incentive Compensation. The Company agrees to pay to the Executive # $25,000 after the Company submits to FDA its third submission of the CMC Technical Section related to Re-Tain®, # $125,000 when the Company receives all FDA approvals needed for the commencement of sales of Re-Tain® in the United States, and # $100,000 when the Company receives all FDA approvals of the Company’s license application for in-house Drug Product manufacture with respect to Re-Tain®, provided, however, that any such payment shall be due and payable only if the Executive is employed by the Company at the time of receipt of the applicable FDA approval(s). The applicable payment under [(b) and (c) above] shall be made within thirty (30) days of receipt of such FDA approvals, the applicable payment under # above shall be made (if earned at that time) along with the first full bi-weekly payroll of the Company in February 2023, and each such payment shall be subject to all required tax withholdings. This supersedes paragraph 2 of the letter from the Company to the Executive dated March 2, 2016.

The Executive also shall be entitled to a bonus, payable by the Bank within 30 days after delivery to the Bank Board of the Bank's annual financial statements, which delivery shall be no later than three (3) months after the end of each fiscal year of the Bank. The amount of such bonus shall be determined by the Bank Board pursuant to specific performance criteria established by the Bank Board from time to time.

Incentive Compensation. In addition to amounts paid to Executive as salary and for other benefits, Executive will participate in Employer’s Executive Incentive Plan at a “partnership” rate of 20% of Base Salary for purposes of determining awards under the Plan. All amounts awarded are subject to the terms and conditions of the Plan.

Incentive Compensation. Notwithstanding any provision of any annual cash bonus or annual cash incentive compensation plan of the Employer, the Company shall pay to the Executive, within five (5) days after the Executive’s Termination of Employment (or at such later date provided for in Section 2.g. hereof), a lump sum amount, in cash, equal to a pro rata portion to the date of Termination of Employment of the aggregate value of all annual cash bonus or annual cash incentive compensation awards to the Executive for all uncompleted periods under the plan calculated as to each such award as if the “target” with respect to such bonus or incentive compensation award had been attained; provided, however, that if the date of Termination of Employment occurs in the same uncompleted period under the plan as the Change of Control, the lump sum amount payable hereunder shall be reduced (but not below zero) by the amount payable under the plan in respect of such uncompleted period. The rights of the Executive in respect of all other incentive compensation awards shall be governed by the terms and conditions of the plans under which such awards were granted and the agreements evidencing such awards.

Compensation. Compensation of an Eligible Employee for a Performance Period means the base salary earned by the Eligible Employee during that portion of the Performance Period the Eligible Employee was employed by the Company and participating in the Plan, before reduction pursuant to any plan or agreement between the Eligible Employee and the Company or any Subsidiary whereby base salary is deferred, including, without limitation, a plan whereby compensation is deferred in accordance with Code Section 401(k) or reduced in accordance with Code Section 125. Compensation shall not include any other form of compensation, whether taxable or non-taxable, including, but not limited to, annual or long-term incentive compensation, commissions, gains from the exercise or vesting of stock options, restricted stock or other equity-based awards or any other forms of additional compensation.

Compensation. In consideration for the Services performed by the Consultant, the Company shall provide the following compensation to Consultant # ​ in annual cash compensation shall be paid to Consultant, payable in twelve equal monthly installments at the beginning of each month, and # 225,000 shares of the Company’s common stock, ​ par value, shall be issued to Consultant promptly after the execution of this Agreement.

Compensation. As full compensation for all services provided and duties performed, you will receive the following:

Compensation. For purposes of this Agreement, Annual Compensation shall be deemed to include the Executive’s Annual Base Salary, plus any amount payable pursuant to the Executive Officer Incentive Plan. The Executive shall be paid by the Companies the Annual Base Salary provided on [Schedule A] attached hereto, which Annual Base Salary shall be paid biweekly. After ​, Annual Compensation shall be negotiated between the parties hereto and shall be deemed a part of this Agreement, provided, however, that Annual Base Salary for any calendar year beginning on or after January l, 2020 shall not be less than the immediately preceding calendar year. In addition to the Annual Compensation, the Executive shall be paid each year by the Companies the amount calculated in accordance with [Schedule B] attached hereto, which shall be paid within 60 days following the end of the year. In the event of a Change in Control the Incentive Award payable pursuant to the Executive Officer Incentive Plan shall not be reduced as a result of charges taken in connection with or as a result of the Change in Control.

Compensation. Borrower agrees to compensate Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting such compensation), for all losses, liabilities and reasonable expenses (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by Lender to fund the Loans but excluding loss of anticipated profits) which Lender may sustain: # if for any reason (other than as a result of a default by Lender) a Borrowing of Revolving Loan or Delayed Draw-Down Term Loan does not occur on a date specified therefor in a Notice of Borrowing; # if any prepayment or repayment (including any prepayment or repayment made pursuant to [Section 4.01], [Section 4.02] or as a result of an acceleration of the Loans pursuant to [Section 10]) occurs on a date which is not the last day of a LIBOR interest period with respect thereto; or # Borrower fails to repay any Loan when required by the terms of this Agreement or any Note held by Lender. Lender’s determination of compensation owing to it under this [Section 1.08] shall, absent manifest error, be final and conclusive and binding on all the parties hereto.

Compensation. Compensation for purposes of determining the "Automatic Deferral Percentage" has the same meaning as

Compensation. The Employee shall receive a base salary of ​ per year, subject to ordinary tax withholding and all required deductions, payable in regular and semi-monthly installments (the "Base Salary"). Employee's Base Salary shall be reviewed annually by the Board of Directors of the Company to determine appropriate increases, if any, in such Base Salary.

Compensation. During the Tern, the Executive shall receive, for all services rendered to the Company pursuant to this Agreement, the following:

Compensation. In connection with the appointment of Consultant hereunder and as consideration for Consultant entering into this Agreement, Client and Consultant agree to the following:

Compensation. As Contractor’s consideration for providing the Services, GP shall pay Contractor at the annual rate of ​, plus general excise tax (which may be charged at 4.712% so that Contractor’s fee shall be net of such tax), payable on a twice monthly basis. All costs and expenses incurred by Contractor in performing the Services shall be borne by Contractor, except that GP will reimburse pre-approved expenses within fifteen (15) days of a receipt by GP of an invoice from Consultant accompanied by reasonable supporting documentation, which shall be submitted at the same time as invoices for fees for Services.