EX-10.6





 Exhibit 10.6 

2010 EQUITY INCENTIVE PLAN 
  

	1.	 ESTABLISHMENT, PURPOSE AND TERM OF PLAN. 



1.1    Establishment. The First Standard Bank 2010 Equity Incentive Plan (the
“Plan”) is hereby established effective as of July 19, 2010, the date of its approval by the stockholders of the Bank (the “Effective Date”). 

1.2    Purpose. The purpose of the Plan is to advance the interests of the Bank and
its stockholders by providing an incentive to attract, retain and reward key employees, officers (whether or not directors) and non-employee directors of the Bank and by motivating such persons to contribute
to the growth and profitability of the Bank. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Restricted Stock, Performance Units, and Restricted Stock Units. 

1.3    Term of Plan. The Plan shall continue in effect until the earlier of its termination by the
Board or the date on which all of the shares of common stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Awards granted under the Plan have
lapsed. However, all Awards shall be granted, if at all, within ten (10) years from the Effective Date. 
  

	2.	 DEFINITIONS AND CONSTRUCTION. 



2.1    Definitions. Whenever used herein, the following terms shall have their respective meanings
set forth below: 
 (a)      “Affiliate” means (i) an entity, that
directly, or indirectly through one or more intermediary entities, controls the Bank or (ii) an entity, other than a Subsidiary Corporation, that is controlled by the Bank directly, or indirectly through one or more intermediary entities. For
this purpose, the term “control” (including the term “controlled by”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the relevant entity,
whether through the ownership of voting securities, by contract or otherwise. 

(b)      “Award” means any Option, Restricted Stock, Performance Unit, or
Restricted Stock Unit. 
 (c)      “Award Agreement” means a written
agreement between the Bank and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant. An Award Agreement may be an “Option Agreement,” a “Restricted Stock Agreement,” a
“Performance Unit Agreement,” or a “Restricted Stock Unit Agreement.” 

(d)      “Bank” means First Standard Bank, or any successor corporation
thereto. 
 (e)      “Board” means the Board of Directors of the Bank. 

  
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 (f)      “Cause” means,
unless otherwise defined by the Participant’s Award Agreement or contract of employment or service, any of the following: (i) the Participant’s theft, dishonesty, or falsification of Bank documents or records; (ii) the
Participant’s improper use or disclosure of the Bank’s confidential or proprietary information; (iii) any action by the Participant which has a significant detrimental effect on the Bank’s reputation or business; (iv) the
Participant’s failure or inability to perform any reasonable assigned duties after written notice from the Bank of, and a reasonable opportunity to cure, such failure or inability; (v) any material breach by the Participant of any
employment or service agreement between the Participant and the Bank, which breach is not cured pursuant to the terms of such agreement; or (vi) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal
act which impairs the Participant’s ability to perform his or her duties with the Bank. 

(g)      “Code” means the Internal Revenue Code of 1986, as amended, and any
applicable regulations promulgated thereunder. 
 (h)      “Committee” means
the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. If no committee of the Board has been appointed to administer the Plan, the Board shall
exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers. 

(i)      “Director” means a member of the Board. 

(j)      “Disability” means the permanent and total disability of the
Participant, within the meaning of Section 22(e)(3) of the Code. 

(k)      “Dividend Equivalent” means a credit, made at the discretion of the
Committee or as otherwise provided by the Plan, to the account of a Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented by an Award held by such Participant. 

(l)      “Employee” means any person treated as an employee (including an
Officer or a member of the Board who is also treated as an employee) in the records of the Bank and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided,
however, that neither service as a member of the Board nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Bank shall determine in good faith and in the exercise of its discretion whether
an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the Plan as of the time
of the Bank’s determination, all such determinations by the Bank shall be final, binding and conclusive, notwithstanding that the Bank or any court of law or governmental agency subsequently makes a contrary determination. 

(m)      “Exchange Act” means the Securities Exchange Act of 1934, as amended.


  
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 (n)      “Fair Market Value”
means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Bank, in its discretion, if such determination is expressly allocated to the Bank herein, subject to the following:

 (i)      If, on such date, the Stock is readily tradable on an established securities
market, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock as reported on such market on the trading day before such date (or, if the Stock has not traded on such date, on the last preceding day on which the
Stock was traded). 
 (ii)      If, on such date, the Stock is not readily tradable on an
established securities market, the Fair Market Value of a share of Stock shall be as determined by the Committee by reasonable application of a reasonable valuation method, consistently applied. 

Notwithstanding the foregoing, no Award granted under the Plan is intended to provide for a deferral of compensation within the meaning of
Section 409A such that the Fair Market Value of a share of Stock shall be determined in all respects in a manner that is consistent with that intention. 

(o)      “Incentive Stock Option” means an Option intended to be (as set forth
in the Award Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code. 

(p)      “Insider” means an Officer, a member of the Board or any other person
whose transactions in Stock are subject to Section 16 of the Exchange Act. 

(q)      “Nonstatutory Stock Option” means an Option not intended to be (as set
forth in the Award Agreement) an incentive stock option within the meaning of Section 422(b) of the Code. 

(r)      “Officer” means any person designated by the Board as an executive
officer of the Bank. 
 (s)      “Option” means the right to purchase Stock
at a stated price for a specified period of time granted to a Participant pursuant to Section 6 of the Plan. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option. 

(t)      “Parent Corporation” means any present or future “parent
corporation” of the Bank, as defined in Section 424(e) of the Code. 

(u)      “Participant” means any eligible person who has been granted one or
more Awards. 
 (v)      “Performance Award” means an Award of Performance
Units. 
 (w)      “Performance Award Formula” means, for any Performance
Award, a formula or table established by the Committee pursuant to Section 8.3 of the Plan which provides the basis for computing the value of a Performance Award at one or more threshold levels of attainment of the applicable Performance
Goal(s) measured as of the end of the applicable Performance Period. 

  
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 (x)      “Performance Goal”
means a performance goal established by the Committee pursuant to Section 8.3 of the Plan. 

(y)      “Performance Period” means a period established by the Committee
pursuant to Section 8.3 of the Plan at the end of which one or more Performance Goals are to be measured. 

(z)      “Performance Unit” means a bookkeeping entry representing a right
granted to a Participant pursuant to Section 8 of the Plan to receive a payment equal to the value of a Performance Unit, as determined by the Committee, based upon performance. 

(aa)      “Restricted Stock” means Stock granted to a Participant pursuant to
Section 7 of the Plan. 
 (bb)      “Restricted Stock Award” means an
Award of Restricted Stock. 
 (cc)      “Restricted Stock Unit” means a
bookkeeping entry representing a right granted to a Participant pursuant to Section 9 of the Plan to receive a share of Stock on the date at which Vesting Conditions applicable to the Restricted Stock Unit are satisfied determined in accordance
with the provisions of Section 9 and the Participant’s Award Agreement. 

(dd)      “Restriction Period” means the period established in accordance with
Section 7.5 of the Plan during which shares subject to a Restricted Stock Award are subject to Vesting Conditions. 

(ee)      “Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, as amended from time to time, or any successor rule or regulation. 

(ff)      “Section 162(m)” means Section 162(m) of the
Code. 
 (gg)      “Section 280 G” means Section 280G
of the Code. 
 (hh)      “Section 409 A” means
Section 409A of the Code. 
 (ii)      “Securities Act” means the
Securities Act of 1933, as amended. 
 (jj)      “Service” means a
Participant’s employment or service with the Bank, whether in the capacity of an Employee or a Director. A Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant
renders such Service or a change in the employer for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service and that such employer is an Affiliate or Subsidiary Corporation
of the Bank. Furthermore, a Participant’s Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Bank. However, if any such leave taken by a
Participant exceeds ninety (90) days, then on the one hundred eighty-first (181st) day following the commencement of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and
instead shall be treated thereafter as a 

  
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Nonstatutory Stock Option, unless the Participant’s right to return to Service with the Bank is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated
by the Bank or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement. A Participant’s Service shall be deemed to have terminated either upon an
actual termination of Service. Subject to the foregoing, the Bank, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination. 

(kk)      “Stock” means the common stock, no par value, of the Bank, as
adjusted from time to time in accordance with Section 4.2 of the Plan. 

(ll)      “Subsidiary Corporation” means any present or future “subsidiary
corporation” of the Bank, as defined in Section 424(f) of the Code. 

(mm)      “Ten Percent Owner” means a Participant who, at the time an Option is
granted to the Participant, owns stock possessing more than ten percent (10%) of the total combined voting power within the meaning of Section 422(b)(6) of the Code of all classes of stock of the Bank or its Parent Corporation or
Subsidiary Corporation. 
 (nn)      “Treasury Regulations” means Proposed,
Temporary and Final Regulations of the United States Treasury Department issued under Title 26 of the Code of Federal Regulations. 

(oo)      “Vesting Conditions” mean those conditions established in accordance
with Section 6.2, Section 7.5 or Section 9.3 of the Plan prior to the satisfaction of which Options or shares subject to a Restricted Stock Award or Restricted Stock Unit Award, as applicable, remain subject to forfeiture or a
repurchase option in favor of the Bank upon the Participant’s termination of Service. 

2.2      Construction. Captions and titles contained herein are for convenience only and
shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not
intended to be exclusive, unless the context clearly requires otherwise. 
 3.      ADMINISTRATION.

 3.1      Administration by the Committee. The Plan shall be administered by the
Committee. All questions of interpretation of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Award. 

3.2      Authority of Officers. Any Officer shall have the authority to act on behalf of
the Bank with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Bank herein, provided the Officer has apparent authority with respect to such matter, right, obligation,
determination or election. 

  
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 3.3      Administration with Respect to
Insiders. At any time that any class of equity security of the Bank is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of
Rule 16b-3. 
 3.4      Committee Complying
with Section 162(m). If the Bank is a “publicly held corporation” within the meaning of Section 162(m), the Board may establish a Committee of “outside directors” within the meaning of
Section 162(m) to approve the grant of any Award which might reasonably be anticipated to qualify as “performance-based compensation” as that term is used in the Treasury Regulations issued under Section 162(m). 

3.5      Powers of the Committee. In addition to any other powers set forth
in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion: 

(a)      to determine the persons to whom, and the time or times at which, Awards shall be
granted and the number of shares of Stock, Options to purchase shares of Stock or units to be subject to each Award; 

(b)      to determine the type of Award granted and to designate Options as Incentive Stock
Options or Nonstatutory Stock Options; 
 (c)      to determine the Fair Market Value of
shares of Stock or other property; 
 (d)      to determine the terms, conditions and
restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant to any Award, (ii) the method of
payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with any Award, including by the withholding or delivery of shares of Stock, (iv) the timing,
terms and conditions of the exercisability or Vesting Conditions of any Award or any shares acquired pursuant thereto, (v) the Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance
Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant’s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to
any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan; 

(e)      to determine whether an Award of Performance Units will be settled in shares of Stock,
cash, or in any combination thereof; 
 (f)      to approve one or more forms of Award
Agreement; 
 (g)      to amend, modify, extend, cancel or renew any Award or to waive any
restrictions or conditions applicable to any Award or any shares acquired pursuant thereto; 

(h)      to accelerate, continue, extend or defer the exercisability or Vesting Conditions of
any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant’s termination of Service; 

  
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 (i)      to amend, modify or correct any
defect in the Plan or any Award in order to avoid the application of Sections 162(m), 280G or 409A to any Award or to the Plan; 

(j)      to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or
to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws or regulations of or to
accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards; and 

(k)    to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award
Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law. 

3.6    Indemnification. In addition to such other rights of indemnification as they may have as
members of the Board or the Committee or as officers or employees of the Bank, members of the Board or the Committee and any officers or employees of the Bank to whom authority to act for the Board, the Committee or the Bank is delegated shall be
indemnified by the Bank against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or
any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Bank) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person
is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Bank, in writing, the
opportunity at its own expense to handle and defend the same. 
 4.    SHARES SUBJECT TO PLAN. 

4.1    Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2,
the maximum aggregate number of shares of Stock that may be issued under the Plan shall be 1,350,000 and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If an outstanding Award for any reason
expires or is terminated or canceled without having been exercised or settled in full, or if shares of Stock acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Bank at the Participant’s
purchase price, the shares of Stock allocable to the terminated portion of such Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan. Shares of Stock shall not be deemed to have been issued
pursuant to the Plan (a) with respect to any portion of an Award that is settled in cash or (b) to the extent such shares are withheld in satisfaction of tax withholding obligations pursuant to Section 13. If the exercise price of an
Option is paid by tender to the Bank, or attestation to the ownership, of shares of Stock owned by the Participant, the number of shares available for issuance under the Plan shall be reduced by the net number of shares for which the Option is
exercised. 

  
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 4.2    Adjustments for Changes in Capital
Structure. Subject to any required action by the stockholders of the Bank, in the event of any change in the Stock effected without receipt of consideration by the Bank, whether through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off,
spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Bank, or in the event of payment of a dividend or distribution to the stockholders of the Bank in a form
other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number and class of shares subject to the Plan and to any outstanding Awards, and
in the exercise or purchase price per share under any outstanding Award in order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Bank
shall not be treated as “effected without receipt of consideration by the Bank.” Any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the
exercise or purchase price under any Award be decreased to an amount less than the par value, if any, of the stock subject to such Award. The adjustments determined by the Committee pursuant to this Section 4.2 shall be final, binding and
conclusive. 
 5.    ELIGIBILITY AND AWARD LIMITATIONS. 

5.1    Persons Eligible for Awards. Awards may be granted only to Employees and Directors. For
purposes of the foregoing sentence, “Employees” and “Directors” shall include prospective Employees and prospective Directors to whom Awards are granted in connection with written offers of an employment or other service
relationship with the Bank; provided, however, that no Stock subject to any such Award shall vest, become exercisable or be issued prior to the date on which such person commences Service.    The maximum number of shares of Stock
with respect to an Award or Awards may be granted to any Participant shall not exceed fifteen percent (15%) of the total outstanding shares of Stock issued and outstanding. 

5.2    Participation. Awards are granted solely at the discretion of the Committee. Eligible
persons may be granted more than one (1) Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award. 

5.3    Incentive Stock Option Limitations. 

(a)    Persons Eligible. An Incentive Stock Option may be granted only to a person who, on
the effective date of grant, is an Employee of the Bank, a Subsidiary Corporation, or a Parent Corporation, (each being an “ISO-Qualifying Corporation”). Any person who is not an
Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective
Employee upon the condition that such person become an Employee of an ISO-Qualifying Corporation shall be deemed granted effective on the date such person commences Service with an ISO-Qualifying Corporation, with an exercise price determined as of such date in accordance with Section 6.1. 

  
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 (b)    One Hundred Thousand Dollar Annual Fair
Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under all stock option plans of the Bank, including the Plan and the stock option plans of any Subsidiary Corporation and its Parent
Corporation) become exercisable by a Participant for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such Options which exceeds such amount shall be
treated as Nonstatutory Stock Options. For purposes of this Section, Options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of Stock shall be determined as of the
time the Option with respect to such Stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with
respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the
Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares
issued pursuant to each such portion shall be separately identified. 
 6.    TERMS AND CONDITIONS OF
OPTIONS. 
 Options shall be evidenced by Award Agreements specifying a fixed number of shares of Stock subject to
the Option on the original date of grant of the Option, in such form as the Committee shall from time to time establish. No Option or purported Option shall be a valid and binding obligation of the Bank unless evidenced by a fully executed Award
Agreement. Award Agreements evidencing Options may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 

6.1    Exercise Price. The exercise price for each Option shall be determined by the
Committee; provided, however, that (a) the exercise price per share shall be not less than the Fair Market Value of a share of Stock on the date of grant of the Option and (b) no Incentive Stock Option granted to a Ten Percent Owner shall
have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or
a Nonstatutory Stock Option) may be substituted for another option or an Option may be assumed in a corporate transaction and not be treated as the grant of an Option if the substitution or modification qualifies under the provisions of
Section 424(a) of the Code and the Treasury Regulations issued thereunder or under Section 409A, as applicable. 

6.2    Exercisability and Term of Options. Options shall be exercisable at such time
or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions, including Vesting Conditions based upon the satisfaction of Service requirements, as shall be determined by the Committee and set
forth in the Award Agreement evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the date of grant of such Option, (b) no Incentive Stock Option granted to a
Ten Percent Owner shall be exercisable after the expiration of five (5) years after the date of grant of such Option, and (c) no Option granted to a prospective Employee or prospective Director may become exercisable prior to the date on
which such person commences Service. Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after the date of grant of the Option, unless
earlier terminated in accordance with its provisions. 

  
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 6.3    Payment of Exercise Price. 

(a)    Forms of Consideration Authorized. Except as otherwise provided below, payment of the
exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent, (ii) by tender to the Bank, or attestation to the ownership, of shares of Stock owned by the
Participant having a Fair Market Value not less than the exercise price, (iii) by delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment to the Bank of the proceeds of
a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the
Board of Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (v) by
any combination thereof. The Committee may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of
consideration. 
 (b)    Limitations on Forms of Consideration. 

(i)    Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to
the Bank, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Bank’s stock. Unless
otherwise provided by the Committee, an Option may not be exercised by tender to the Bank, or attestation to the ownership, of shares of Stock held by an Officer (within the meaning of Section 16 of the Exchange Act) unless such shares either
have been owned by the Participant for more than six (6) months (and not used for another Option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Bank. 

(ii)    Cashless Exercise. The Bank reserves, at any and all times, the right, in the Bank’s
sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Bank
notwithstanding that such program or procedures may be available to other Participants. 

6.4    Effect of Termination of Service. 

(a)    Option Exercisability. Subject to earlier termination of the Option as
otherwise provided herein and unless otherwise provided by the Committee in the grant of an Option and set forth in the Award Agreement, an Option shall be exercisable after a Participant’s termination of Service only during the applicable time
period determined in accordance with this Section and thereafter shall terminate: 

  
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 (i)    Disability. If the Participant’s
Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s
guardian or legal representative) at any time prior to the expiration of one (1) year (or such longer period of time as determined by the Board or Committee, in its discretion) after the date on which the Participant’s Service terminated,
but in any event no later than the date of expiration of the Option’s term as set forth in the Award Agreement evidencing such Option (the “Option Expiration Date”). 

(ii)    Death. If the Participant’s Service terminates because of the death of the
Participant, the Option, to the extent unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the
Option by reason of the Participant’s death at any time prior to the expiration of one (1) year (or such longer period of time as determined by the Board or Committee, in its discretion) after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within ninety (90) days (or such longer period of time
as determined by the Board, in its discretion) after the Participant’s termination of Service. 

(iii)    Termination for Cause. Notwithstanding any other provision of the Plan to the contrary,
if the Participant’s Service is terminated for Cause, the Option shall terminate and cease to be exercisable immediately upon such termination of Service. 

(iv)    Other Termination of Service. If the Participant’s Service terminates for any reason,
except Disability, death or Cause, the Option, to the extent unexercised and exercisable by the Participant on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of
ninety (90) days (or such longer period of time as determined by the Board or Committee, in its discretion) after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. 

(b)    Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other
than termination of Service for Cause, if the exercise of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 12 below, the Option shall remain exercisable until ninety
(90) days (or such longer period of time as determined by the Board or Committee, in its discretion) after the date the Participant is notified by the Bank that the Option is exercisable, but in any event no later than the Option Expiration
Date. 
 (c)    Extension if Participant Subject to
Section 16(b). Notwithstanding the foregoing, other than termination of Service for Cause, if a sale within the applicable time periods set forth in Section 6.4(a) of shares acquired upon the
exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of
such shares by the Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Participant’s termination of Service, or (iii) the Option Expiration Date. 

  
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 6.5    Transferability of Options. During the
lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. Prior to the issuance of shares of Stock upon the exercise of an Option, the Option shall not be subject
in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and
distribution. 
 7.    TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS. 

Restricted Stock Awards shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award,
in such form as the Committee shall from time to time establish. No Restricted Stock Award or purported Restricted Stock Award shall be a valid and binding obligation of the Bank unless evidenced by a fully executed Award Agreement. Award Agreements
evidencing Restricted Stock Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 

7.1    Types of Restricted Stock Awards Authorized. Restricted Stock Awards may be granted upon
such conditions as the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals described in Section 8.4. If either the grant of a Restricted Stock Award or the lapse of the Restriction
Period is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 8.3 through 8.5(a). 

7.2    Vesting and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Award
may or may not be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 8.4, as
shall be established by the Committee and set forth in the Award Agreement evidencing such Award. During any Restriction Period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not
be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to a Change in Control, as defined in Section 11.1, or as provided in Section 7.5. Upon request by the Bank, each Participant shall execute any
agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Bank any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates
of appropriate legends evidencing any such transfer restrictions. 
 7.3    Voting Rights; Dividends
and Distributions. Except as provided in this Section 7.2 and any Award Agreement, during the Restriction Period applicable to shares subject to a Restricted Stock Award, the Participant shall have all of the rights of a stockholder of the
Bank holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares. However, in the event of a dividend or distribution paid in shares of Stock or any other
adjustment made upon a change in the capital 

  
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structure of the Bank as described in Section 4.2, then any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant is
entitled by reason of the Participant’s Restricted Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which such dividends or distributions were paid or
adjustments were made. 
 7.4    Effect of Termination of Service. Unless otherwise provided by
the Committee in the grant of a Restricted Stock Award and set forth in the Award Agreement, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then the
Participant shall forfeit to the Bank any shares acquired by the Participant pursuant to a Restricted Stock Award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service. 

8.    TERMS AND CONDITIONS OF PERFORMANCE AWARDS. 

Performance Awards shall be evidenced by Award Agreements in such form as the Committee shall from time to time establish. No
Performance Award or purported Performance Award shall be a valid and binding obligation of the Bank unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Performance Awards may incorporate all or any of the terms of the
Plan by reference and shall comply with and be subject to the following terms and conditions: 

8.1    Types of Performance Awards Authorized. Performance Awards shall be in the form of
Performance Units. Each Award Agreement evidencing a Performance Award shall specify the number of Performance Units subject thereto, the Performance Award Formula, the Performance Goal(s) and Performance Period applicable to the Award, and the
other terms, conditions and restrictions of the Award. 
 8.2    Value of Performance Units.
Unless otherwise provided by the Committee in granting a Performance Award, each Performance Unit shall have an initial value of one hundred dollars ($100). The final value payable to the Participant in settlement of a Performance Award
determined on the basis of the applicable Performance Award Formula will depend on the extent to which Performance Goals established by the Committee are attained within the applicable Performance Period established by the Committee. 

8.3    Establishment of Performance Period, Performance Goals and Performance Award Formula. In
granting each Performance Award, the Committee shall establish in writing the applicable Performance Period, Performance Award Formula and one or more Performance Goals which, when measured at the end of the Performance Period, shall determine on
the basis of the Performance Award Formula the final value of the Performance Award to be paid to the Participant. Unless otherwise permitted in compliance with the requirements under Section 162(m) with respect to “performance-based
compensation,” the Committee shall establish the Performance Goal(s) and Performance Award Formula applicable to each Performance Award no later than the earlier of (a) the date ninety (90) days after the commencement of the
applicable Performance Period or (b) the date on which 25% of the Performance Period has elapsed, and, in any event, at a time when the outcome of the Performance Goals remains substantially uncertain. Once established, the Performance Goals


  
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and Performance Award Formula shall not be changed during the Performance Period. The Bank shall notify each Participant granted a Performance Award of the terms of such Award, including the
Performance Period, Performance Goal(s) and Performance Award Formula. 
 8.4    Measurement of
Performance Goals. Performance Goals shall be established by the Committee on the basis of targets to be attained (“Performance Targets”) with respect to one or more measures of business or financial performance (each, a
“Performance Measure”), subject to the following: 
 (a)    Performance
Measures. Performance Measures shall have the same meanings as used in the Bank’s financial statements, or, if such terms are not used in the Bank’s financial statements, they shall have the meaning applied pursuant to generally
accepted accounting principles, or as used generally in the banking industry. Performance Measures shall be calculated with respect to the Bank, its Parent Corporation and each Subsidiary Corporation consolidated therewith for financial reporting
purposes or such division or other business unit as may be selected by the Committee. For purposes of the Plan, the Performance Measures applicable to a Performance Award shall be calculated in accordance with generally accepted accounting
principles, but prior to the accrual or payment of any Performance Award for the same Performance Period and excluding the effect (whether positive or negative) of any change in accounting standards or any extraordinary, unusual or nonrecurring
item, as determined by the Committee, occurring after the establishment of the Performance Goals applicable to the Performance Award. Performance Measures may be one or more of the following, as determined by the Committee: 

 

	 	(i)	     revenue; 



 

	 	(ii)	     gross margin; 



 

	 	(iii)	     operating margin; 



 

	 	(iv)	     operating income; 



 

	 	(v)	     pre-tax profit; 



 

	 	(vi)	     earnings before interest, taxes and depreciation; 



 

	 	(vii)	     net income; 



 

	 	(viii)	     cash flow; 



 

	 	(ix)	     expenses; 



 

	 	(x)	     the market price of the Stock; 



 

	 	(xi)	     earnings per share; 



 

	 	(xii)	     return on stockholder equity; 



  
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	 	(xiii)	     return on capital; 



 

	 	(xiv)	     return on net assets; 



 

	 	(xv)	     economic value added; 



 

	 	(xvi)	     number of customers; and 



 

	 	(xvii)	     market share. 



(b)    Performance Targets. Performance Targets may include a minimum, maximum, target level
and intermediate levels of performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the level attained during the applicable Performance Period. A Performance Target may be stated as an
absolute value or as a value determined relative to a standard selected by the Committee. 

8.5    Settlement of Performance Awards. 

(a)    Determination of Final Value. As soon as practicable following the completion of the
Performance Period applicable to an Award, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final value of the Award earned by the Participant and to be paid upon its
settlement in accordance with the applicable Performance Award Formula. 
 (b)    Discretionary
Adjustment of Award Formula. In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the Performance Award Formula applicable to a
Performance Award granted to any Participant who is not a “covered employee” within the meaning of Section 162(m) (a “Covered Employee”) to reflect such Participant’s individual performance in his or her
position with the Bank or such other factors as the Committee may determine. If permitted under a Covered Employee’s Award Agreement, the Committee shall have the discretion, on the basis of such criteria as may be established by the Committee,
to reduce some or all of the value of the Performance Award that would otherwise be paid to the Covered Employee upon its settlement notwithstanding the attainment of any Performance Goal and the resulting value of the Performance Award determined
in accordance with the Performance Award Formula. No such reduction may result in an increase in the amount payable upon settlement of another Participant’s Performance Award. 

(c)    Effect of Leaves of Absence. Unless otherwise required by law, payment of the final
value, if any, of a Performance Award held by a Participant who has taken in excess of thirty (30) days in leaves of absence during a Performance Period shall be prorated on the basis of the number of days of the Participant’s Service
during the Performance Period during which the Participant was not on a leave of absence. 

(d)    Notice to Participants. As soon as practicable following the Committee’s
determination and certification in accordance with Sections 8.5(a) and (b), the Bank shall notify each Participant of the determination of the Committee. 

  
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 (e)    Payment in Settlement of Performance
Awards. As soon as practicable following the Committee’s determination and certification in accordance with Sections 8.5(a) and (b), payment shall be made to each eligible Participant (or such Participant’s legal
representative or other person who acquired the right to receive such payment by reason of the Participant’s death) of the final value of the Participant’s Performance Award. Payment of such amount shall be made in cash, shares of Stock,
or a combination thereof as determined by the Committee. Unless otherwise provided in the Award Agreement evidencing a Performance Award, payment shall be made in a lump sum. In no event shall payment of a Performance Award be made later than the
15th day of the third month following the taxable year of the Participant in which the Participant has a legally binding right to the Performance Award. 

(f)    Provisions Applicable to Payment in Shares. If payment is to be made in shares of
Stock, the number of such shares shall be determined by dividing the final value of the Performance Award by the Fair Market Value of a share of Stock. Shares of Stock issued in payment of any Performance Award may be fully vested and freely
transferable shares or may be shares of Stock subject to Vesting Conditions as provided in Section 7.2. Any shares subject to Vesting Conditions shall be evidenced by an appropriate Award Agreement and shall be subject to the provisions of
Sections 7.2 through 7.4 above. 
 8.6    Effect of Termination of Service. Unless otherwise
provided by the Committee in the grant of a Performance Award and set forth in the Award Agreement, the effect of a Participant’s termination of Service on the Performance Award shall be as follows: 

(a)    Death or Disability. If the Participant’s Service terminates because of the
death or Disability of the Participant before the completion of the Performance Period applicable to the Performance Award, the final value of the Participant’s Performance Award shall be determined by the extent to which the applicable
Performance Goals have been attained with respect to the entire Performance Period and shall be prorated based on the number of months of the Participant’s Service during the Performance Period. Payment shall be made following the end of the
Performance Period in any manner permitted by Section 8.5. 
 (b)    Other Termination of
Service. If the Participant’s Service terminates for any reason except death or Disability before the completion of the Performance Period applicable to the Performance Award, such Award shall be forfeited in its entirety; provided,
however, that in the event of an involuntary termination of the Participant’s Service, the Committee, in its sole discretion, may waive the automatic forfeiture of all or any portion of any such Award. 

8.7    Nontransferability of Performance Awards. Prior to settlement in accordance with the
provisions of the Plan, no Performance Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary,
except transfer by will or by the laws of descent and distribution. All rights with respect to a Performance Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s
guardian or legal representative. 

  
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 9.    TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT
AWARDS. 
 Restricted Stock Unit Awards shall be evidenced by Award Agreements specifying the number of Restricted
Stock Units subject to the Award, in such form as the Committee shall from time to time establish. No Restricted Stock Unit Award or purported Restricted Stock Unit Award shall be a valid and binding obligation of the Bank unless evidenced by a
fully executed Award Agreement. Award Agreements evidencing Restricted Stock Units may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 

9.1    Grant of Restricted Stock Unit Awards. Restricted Stock Unit Awards may be granted upon such
conditions as the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals described in Section 8.4. If either the grant of a Restricted Stock Unit Award or the Vesting Conditions with
respect to such Award is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 8.3 through 8.5(a). 

9.2    Purchase Price. No monetary payment (other than applicable tax withholding, if any) shall be
required as a condition of receiving a Restricted Stock Unit Award. 
 9.3    Vesting. Restricted
Stock Units may or may not be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in
Section 8.4, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. 

9.4    Voting Rights, Dividend Equivalent Rights and Distributions. Participants shall have no
voting rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Bank or of a duly authorized transfer agent of the Bank).
However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock
having a record date prior to date on which Restricted Stock Units held by such Participant are settled. Such Dividend Equivalents, if any, shall be paid by crediting the Participant with additional whole Restricted Stock Units as of the date of
payment of such cash dividends on Stock. The number of additional Restricted Stock Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (a) the amount of cash dividends paid on such date with respect to
the number of shares of Stock represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value per share of Stock on such date. Such additional Restricted Stock Units shall be subject to the same
terms and conditions and shall be settled in the same manner and at the same time (or as soon thereafter as practicable) as the Restricted Stock Units originally subject to the Restricted Stock Unit Award. In the event of a dividend or distribution
paid in shares of Stock or any other adjustment made upon a change in the capital structure of the Bank as described in Section 4.2, appropriate adjustments shall be made in the Participant’s Restricted Stock Unit Award so that it
represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would entitled by reason of the shares of Stock issueable upon
settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Vesting Conditions as are applicable to the Award. 

  
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 9.5    Effect of Termination of Service. Unless
otherwise provided by the Committee in the grant of a Restricted Stock Unit Award and set forth in the Award Agreement, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s
death or disability), then the Participant shall forfeit to the Bank any Restricted Stock Units pursuant to the Award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service. 

9.6    Settlement of Restricted Stock Unit Awards. The Bank shall issue to a Participant on the
earlier of the date on which Restricted Stock Units subject to the Participant’s Restricted Stock Unit Award satisfy applicable Vesting Conditions or on such other date determined by the Committee, in its discretion, and set forth in the Award
Agreement one (1) share of Stock (and/or any other new, substituted or additional securities or other property pursuant to an adjustment described in Section 9.4) for each Restricted Stock Unit then becoming vested or otherwise to be
settled on such date, subject to the withholding of applicable taxes. 
 9.7    Nontransferability of
Restricted Stock Unit Awards. Prior to the issuance of shares of Stock in settlement of a Restricted Stock Unit Award, the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Restricted Stock Unit Award granted to a Participant
hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative. 

10.    STANDARD FORMS OF AWARD AGREEMENT. 

10.1    Award Agreements. Each Award shall comply with and be subject to the terms
and conditions set forth in the appropriate form of Award Agreement approved by the Committee and as amended from time to time. Any Award Agreement may consist of an appropriate form of Notice of Grant and a form of Agreement incorporated therein by
reference, or such other form or forms as the Committee may approve from time to time. 

10.2    Authority to Vary Terms. The Committee shall have the authority from time to
time to vary the terms of any standard form of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that the terms and
conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan. 

  
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 11.    CHANGE IN CONTROL. 

11.1    Definition. 

(a)    An “Ownership Change Event” shall be deemed to have occurred
if any of the following occurs with respect to the Bank: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Bank of more than fifty percent (50%) of the voting stock of the
Bank; (ii) a merger or consolidation in which the Bank is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Bank (other than a sale, exchange or transfer to one or more subsidiaries of the
Bank); or (iv) a liquidation or dissolution of the Bank. 
 (b)    A “Change in
Control” shall mean an Ownership Change Event or series of related Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Bank immediately before the Transaction do
not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Bank’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent
(50%) of the total combined voting power of the outstanding voting securities of the Bank or, in the case of an Ownership Change Event described in Section 11.1(a)(iii), the entity to which the assets of the Bank were transferred (the
“Transferee”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or
more corporations or other business entities which own the Bank or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall have the right to determine whether
multiple sales or exchanges of the voting securities of the Bank or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. 

11.2    Effect of Change in Control on Options. 

(a)    Accelerated Vesting. Each Award Agreement shall provide in the event of a Change in
Control for the acceleration of the exercisability and vesting of all outstanding Options and shares acquired upon the exercise of such Options, effective immediately prior to and conditioned upon the Change in Control. 

(b)    Cash-Out of Options. The Committee may, in
its sole discretion and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Option outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with
respect to each vested share of Stock subject to such canceled Option in (i) cash, (ii) stock of the Bank or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case,
shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control over the exercise price per share under such Option (the
“Spread”). In the event such determination is made by the Committee, the Spread (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of their canceled Options as soon as practicable
following the date of the Change in Control. 

  
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 11.3      Effect of Change in Control on
Restricted Stock Awards. Each Award Agreement evidencing a Restricted Stock Award shall provide in the event of a Change in Control for the lapse of the Restriction Period applicable to the shares subject to the Restricted Stock Award held by a
Participant whose Service has not terminated prior to the Change in Control, effective immediately prior to and conditioned upon the Change in Control. 

11.4      Effect of Change in Control on Performance Awards. Each Award Agreement
evidencing a Performance Award shall provide that in the event of a Change in Control the Performance Award held by a Participant whose Service has not terminated prior to the Change in Control shall become payable effective immediately prior to and
conditioned upon the Change in Control. 
 11.5      Effect of Change in Control on
Restricted Stock Unit Awards. Each Award Agreement evidencing a Restricted Stock Unit Award shall provide that the Restricted Stock Unit Award held by a Participant whose Service has not terminated prior to the Change in Control shall be settled
effective immediately prior to and conditioned upon the Change in Control. 
  

	12.	 COMPLIANCE WITH SECURITIES LAW. 



The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all
applicable requirements of federal, state and foreign law with respect to such securities (including the Securities Act and any equivalent requirements under state laws) and the requirements of any stock exchange or market system upon which the
Stock may then be listed. The inability of the Bank to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Bank’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall
relieve the Bank of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Bank may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Bank. 

 

	13.	 TAX WITHHOLDING. 



13.1      Tax Withholding in General. The Bank shall have the right to deduct from any
and all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise of an Option, to make adequate provision for the federal, state, local and foreign
taxes, if any, required by law to be withheld by the Bank with respect to an Award or the shares of Stock acquired pursuant thereto. The Bank shall have no obligation to deliver shares of Stock, or to make any payment in cash under the Plan until
the Bank’s tax withholding obligations have been satisfied by the Participant. 

13.2      Withholding in Shares. The Bank shall have the right, but not the obligation,
to deduct from the shares of Stock issueable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having 

  
 20 













 
a Fair Market Value, as determined by the Bank, equal to all or any part of the tax withholding obligations of the Bank. The Fair Market Value of any shares of Stock withheld or tendered to
satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. 
  

	14.	 AMENDMENT OR TERMINATION OF PLAN. 



The Committee may amend, suspend or terminate the Plan at any time. However, without the approval of the Bank’s
stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of persons eligible
to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Bank’s stockholders under any applicable law, regulation or rule. No amendment, suspension or termination of the Plan shall
affect any then outstanding Award unless expressly provided by the Committee. In any event, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant unless necessary
to comply with any applicable law, regulation or rule. 
  

	15.	 MISCELLANEOUS PROVISIONS. 



15.1      Provision of Information. Each Participant shall be given access to information
concerning the Bank equivalent to that information generally made available to the Bank’s common stockholders. 

15.2      Rights as Employee or Director. No person, even though eligible pursuant to
Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an
Employee or Director or interfere with or limit in any way any right of the Bank to terminate the Participant’s Service at any time. To the extent that an Employee of an employer other than the Bank receives an Award under the Plan, that Award
shall in no event be understood or interpreted to mean that the Bank is the Employee’s employer or that the Employee has an employment relationship with the Bank. 

15.3      Rights as a Stockholder. A Participant shall have no rights as a stockholder
with respect to any shares covered by an Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Bank or of a duly authorized transfer agent of the Bank). No adjustment shall be made for
dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.2 or another provision of the Plan. 

15.4      Fractional Shares. The Bank shall not be required to issue fractional shares
upon the exercise or settlement of any Award. 
 15.5      Severability. If any one or
more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability
of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby. 

  
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 15.6    Beneficiary Designation. Subject to local
laws and procedures, each Participant may file with the Bank a written designation of a beneficiary who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participant’s death before he or she
receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Bank, and will be effective only when filed by the Participant in writing with the Bank during the
Participant’s lifetime. If a married Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of such designation may be subject to the consent of the Participant’s spouse. If a Participant dies
without an effective designation of a beneficiary who is living at the time of the Participant’s death, the Bank will pay any remaining unpaid benefits to the Participant’s legal representative. 

  
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