Variable Incentive Plan Award During the Advisory Services Period, you will be eligible for an award under the Fiscal Year ​ Variable Incentive Payment (VIP) plan Any amount payable under such plan will be based on the performance criteria and other terms and conditions set forth in the operative plan document and will be pro rated based on your service through ​ Any amount payable under such plan will be paid to you in cash in a lump sum in ​ in accordance with the terms of such plan; provided that you are actively employed as a non-executive employee of the Corporation on the date such amount is otherwise payable

Long-Term Incentive Plan. In addition to CEO’s base Annual Salary and Annual Incentive, CEO shall, (except as otherwise provided in this Agreement), if CEO is employed by USPB through ​, CEO shall be paid long-term incentive compensation calculated as described below (referred to as “Long-Term Incentive”):

Non-Equity Incentive Plan Compensation. Executive shall remain eligible to receive non-equity incentive plan compensation for the fiscal year ending ​ under the Company’s Management Incentive Compensation Plan. Executive shall not receive any other additional non-equity incentive plan compensation.

Annual Executive Incentive Plan (AEIP). Employee will be eligible to participate in a full year AEIP for 2016, which will be reviewed and determined by the Company during the regular AEIP process and shall be made in accordance with usual Company procedures.

Plan Year Annual Incentive Targets For the 2016 Plan Year, the Annual Incentive Target applicable to the Participant are as follows:

Your Medtronic LTIP grant for Fiscal Year ​, granted on ​, will remain unchanged. Information about your Fiscal Year ​ LTIP will be provided following the ​ Board of Director meeting.

Executive Incentive Plan Executive Incentive Plan Executive Incentive Plan

Incentive Bonus. Subject to the terms and conditions set forth herein, you will receive a cash lump sum payment in the amount of $[•] (the “Incentive Bonus”) on June ​, 2020. As a condition to receiving the Incentive Bonus, you hereby # waive any and all rights to participate in any annual bonus plan established by any member of the Company Group in respect of the 2020 calendar year, # acknowledge and agree that all of your outstanding long-term incentive compensation awards from any member of the Company Group have been cancelled in their entirety and you do not have any further rights with respect to such awards and # acknowledge that such waivers and cancellations do not violate any agreement between you and any member of the Company Group or any compensation plan, program or arrangement of any member of the Company Group, and do not constitute “Good Reason” pursuant to, or otherwise violate, the Severance Plan or any other compensation plan, program, agreement or arrangement of any member of the Company Group.

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.

Stock Incentive. A recommendation will be submitted to the board of directors of the Company to grant you options to acquire 33,360 shares of common stock, with a strike price equal to the fair market value of the Company’s common stock on the day of the grant. The stock options will be subject to the terms of the Company’s Amended and Restated 2008 Stock Incentive Plan (the “Equity Plan”) and a stock option grant document. Vesting will occur over a four-year period with a one-year cliff (25% vested after 12 months with 2.083% vesting at the end of each month thereafter). Notwithstanding the foregoing, in the event that the Company closes a Series C financing transaction or there is a Sale Event (as defined in the Equity Plan), then the one-year cliff vesting shall not apply, and you shall vest monthly in your award starting on the first full month following your date of hire. In addition, upon a Sale Event you shall immediately accelerate in your vesting such that 50% of your then unvested shares shall accelerate and vest as of the Sale Event.