Long-Term Incentive Awards. Employee shall be entitled to participate in the Long-Term Incentive Policy or comparable long-term incentive equity policy or plan that may from time to time be adopted by the Board of Directors or the Compensation Committee, in its sole discretion (an “LTIP”) and, with respect to each LTIP, # Employee shall be entitled to annual awards ranging from between 95% to 155% of her salary (with the target set at a minimum of 125% of her salary), as determined by the Board of Directors or its Compensation Committee and # equity awards or other benefits provided to Employee under any such LTIP shall be determined in the same manner as the awards or other benefits provided under such policies or plans to other senior executive officers of the Company with respect to the same time period. All equity awards granted to Employee on or after the Effective Date, including the award provided for in Section 4, shall, to the extent then unvested, immediately vest # in the event of a Change of Control (as defined herein) or # in the event Employee’s employment is terminated for Good Reason (as defined herein) pursuant to Section 6.4 or without Cause (as defined herein) pursuant to Section 6.5 during a Change of Control Period (as defined herein), and 50% of such awards shall, to the extent then unvested, immediately vest in the event Employee’s employment is terminated for death or Disability (as defined herein) pursuant to Section 6.1, Good Reason pursuant to Section 6.4 or without Cause pursuant to Section 6.5 during any period other than a Change of Control Period (as defined herein).

Long-Term Incentive Awards. Beginning in the 2021 calendar year and for each calendar year thereafter during the Term, Executive will be eligible to receive annual [[Bank:Organization]] awards (“Annual [[Bank:Organization]] Awards”) under Parent’s [[Bank:Organization]] incentive plan (the “[[Bank:Organization]] Plan”), subject to approval of the Board (or a committee thereof). It is currently contemplated that such Annual [[Bank:Organization]] Awards will have an targeted grant date fair value equal to 55% of Executive’s Base Salary for the calendar year of grant, and that the terms and conditions of the Annual [[Bank:Organization]] Awards (including, without limitation, the form of award(s), vesting schedule, performance objectives, and/or restrictive provisions) will be similar to the terms and conditions applicable to the annual [[Bank:Organization]] awards made to the [[Bank:Organization]] Group’s other similarly situated employees.

Subject to the terms of this Plan, the Administrator will determine all terms and conditions of a Long-Term Incentive Award, including but not limited to the Performance Goals, performance period (which must be more than one year), the potential amount payable, and the timing of payment; provided that the Administrator must require that payment of all or any portion of the amount subject to the Long-Term Incentive Award is contingent on the achievement or partial achievement of one or more Performance Goals during the period the Administrator specifies, although the Administrator may specify that all or a portion of the Performance Goals subject to an Award are deemed achieved upon a Participant’s death, Disability, retirement, or such other circumstances as the Administrator may specify, if applicable, or such other circumstances as the Administrator may specify. Notwithstanding the foregoing, nothing hereunder shall preclude or limit the Company or the Administrator from granting long-term incentive awards that are solely payable in cash outside of the terms of the Plan.

Long-Term Incentive Awards. Beginning in the calendar year after Executive is hired and for each calendar year thereafter during the Term, Executive will be eligible to receive annual [[Bank:Organization]] awards (“Annual [[Bank:Organization]] Awards”) under Parent’s [[Bank:Organization]] incentive plan (the “[[Bank:Organization]] Plan”), subject to approval of the Board (or a committee thereof). It is currently contemplated that such Annual [[Bank:Organization]] Awards will have a targeted grant date fair value equal to 55% of Executive’s Base Salary for the calendar year of grant, and that the terms and conditions of the Annual [[Bank:Organization]] Awards (including, without limitation, the form of award(s), vesting schedule, performance objectives, and/or restrictive provisions) will be similar to the terms and conditions applicable to the annual [[Bank:Organization]] awards made to the [[Bank:Organization]] Group’s other similarly situated employees. Any such Annual [[Bank:Organization]] Awards will be subject to the terms and conditions of the [[Bank:Organization]] Plan and any grant agreement, award agreement, or similar document entered into or issued in connection therewith.

Section # of the Plan does not apply to Awards made under this Addendum.

Long-Term Incentive Awards. Beginning in the calendar year after Executive is hired and for each calendar year thereafter during the Term, Executive will be eligible to receive annual [[Bank:Organization]] awards (“Annual [[Bank:Organization]] Awards”) under Parent’s [[Bank:Organization]] incentive plan (the “[[Bank:Organization]] Plan”), subject to approval of the Board (or a committee thereof). It is currently contemplated that such Annual [[Bank:Organization]] Awards will have a targeted grant date fair value equal to 65% of Executive’s Base Salary for the calendar year of grant, and that the terms and conditions of the Annual [[Bank:Organization]] Awards (including, without limitation, the form of award(s), vesting schedule, performance objectives, and/or restrictive provisions) will be similar to the terms and conditions applicable to the annual [[Bank:Organization]] awards made to the [[Bank:Organization]] Group’s other similarly situated employees. Any such Annual [[Bank:Organization]] Awards will be subject to the terms and conditions of the [[Bank:Organization]] Plan and any grant agreement, award agreement, or similar document entered into or issued in connection therewith.

During the Employment Term, the Employee shall be eligible to receive equity and other long-term incentive awards under any applicable plan adopted by the Company. It is expected that the target date-of-grant value of the Employee’s annual long-term incentive awards will be 200% of his Base Salary (“Target LTIP”). The Target LTIP may be granted as a time-vesting award, vesting ratably over three years (one-third per year from the date of grant), as a performance-vesting award, vesting over a three-year performance period, or as a combination thereof, as determined by the Board (or a committee thereof) in its sole discretion. In each case, the terms and conditions of any time-vesting award and/or performance-vesting award shall be governed by separate agreements, entered into between Employee and Company consistent with this Agreement. The Employee’s equity and/or other long-term incentive awards for each calendar year during the Employment Term shall be granted by the Company to the Employee at approximately the same time that annual equity and other long-term incentive awards are granted by the Company to other Company senior executives.

Long Term Incentive Awards. The terms of the applicable award agreement shall govern the treatment of your LTI awards under the Holding Company’s 2017 Plan upon a termination of your employment for any reason.

Long Term Incentive Awards. The terms of the applicable award agreement shall govern the treatment of your awards under the 2017 Plan and the Outstanding Awards upon a termination of your employment.

Long Term Incentive Awards. On or shortly after the Effective Date, you will be granted, the equity-based awards stated in your Schedule which will be subject to the terms and conditions set forth in the applicable award agreements except as otherwise provided by this Agreement. You acknowledge and agree that, during the Scheduled Term, you are not entitled to any grants of equity-based awards that you would have otherwise received solely in your capacity as a director.