Tier 2 Capital. If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, the Company will promptly notify the Noteholder (as defined in the Subordinated Note), and thereafter, if requested by the Company, the Company and the Noteholder (as defined in the Subordinated Note) will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Agreement shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event as described in the Subordinated Notes.

“Tier 2 Capital” has the meaning given to the term “Tier 2 capital” in 12 C.F.R. Part 217, as amended, modified and supplemented and in effect from time to time or any replacement thereof.

Non-CIC Qualifying Termination (Tier 2 Participants). If a Tier 2 Participant has a Non-CIC Qualifying Termination, the Company shall provide the Tier 2 Participant with the following severance benefits: # a lump sum cash amount equal to six (6) months of the Tier 2 Participant’s base salary in effect at the time of the Non-CIC Qualifying Termination, payable as set forth below and # continuation of the health plan benefits in place for the Tier 2 Participant and the Tier 2 Participant’s eligible dependents at the time of the Non-CIC Qualifying Termination under COBRA at no cost to the Tier 2 Participant (provided that the Tier 2 Participant timely elects coverage under COBRA), for six (6) months following such Non-CIC Qualifying Termination, provided, however, that in the event the Tier 2 Participant obtains other employment prior to the end of such period, the benefits under this [clause (ii)] will terminate at such time as the Tier 2 Participant is eligible to receive health benefits through such other employment.

Tier 2 Employees shall receive payment equal to 100% of the sum of # the Tier 2 Employee’s Annual Base Salary, plus # the Tier 2 Employee’s Target Annual Incentive Payment (with both Annual Base Salary and Target Annual Incentive Payment being determined without regard to any decrease in such Annual Base Salary that would constitute a basis for a Good Reason Resignation).

Tier 2: Korea, Hong Kong

Section # “Tier 1 Employee” shall mean the Chief Executive Officer of the Company and such other Eligible Employees who are approved for such classification by the Committee in its sole discretion; provided that each Tier 1 Employee shall be considered to be a Tier 2 Employee for all purposes of this Plan effective commencing July 1, 2021, unless such Tier 1 Employee has agreed in writing to be classified as a Tier 2 Employee for purposes of the Plan effective beginning as of an earlier date.

GS SG open the Tier 2 markets by form of sales representation and acting as agent, SH contract and manage the business directly with service support. GS SG takes commissions from the sales in Tier 2 markets as indicated following.

-2.4 Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets.

-2.5 Notwithstanding anything herein to the contrary, a Change in Control shall not be deemed to have occurred in connection with the Bank’s mutual holding company reorganization and/or minority offering. Similarly, a Change in Control shall not be deemed to have occurred in the event of a second-step conversion of TEB MHC, to a stock holding company with a contemporaneous stock offering.

“Tier 1 Leverage Ratio” means, with respect to the Subsidiary Bank, the tier 1 leverage ratio as defined by the capital maintenance regulations of the primary federal bank regulatory agency of the Subsidiary Bank and reported on [Schedule RC-R]R] of the Subsidiary Bank’s most recent quarterly call report.