Exhibit 10.1


 





MW BANCORP, INC.


 


2016 EQUITY INCENTIVE PLAN


 


ARTICLE 1 – GENERAL


 


Section 1.1Purpose, Effective Date and Term. 
The purpose of the MW Bancorp, Inc. 2016 Equity Incentive Plan (the “Plan”) is to promote the long-term financial
success of MW Bancorp, Inc. (the “Company”), and its Subsidiaries, including Watch Hill Bank (the “Bank”),
by providing a means to attract, retain and reward individuals who contribute to such success and to further align their interests
with those of the Company’s stockholders through the ownership of additional common stock of the Company. The “Effective
Date” of the Plan shall be the date the Plan satisfies the applicable stockholder approval requirements.  The
Plan shall remain in effect as long as any Awards are outstanding; provided, however, that no Awards may be granted under
the Plan after the day immediately prior to the ten-year anniversary of the Effective Date.


 


Section 1.2Administration.  The Plan
shall be administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”).


 


Section 1.3Participation.  Each Employee
or Director of the Company or any Subsidiary of the Company who is granted an Award in accordance with the terms of the Plan shall
be a “Participant” in the Plan.  The grant of Awards shall be limited to Employees and Directors of the
Company or any Subsidiary.


 


Section 1.4Definitions.  Capitalized
terms used in this Plan are defined in Article 8 and elsewhere in this Plan.


 


ARTICLE 2 - AWARDS


 


Section 2.1General.  Any Award under
the Plan may be granted singularly or in combination with another Award (or Awards).  Each Award under the Plan shall be subject
to the terms and conditions of the Plan and such additional terms, conditions, limitations and restrictions as the Committee shall
provide with respect to such Award and as evidenced in the Award Agreement.  Subject to the provisions of Section 2.10, an
Award may be granted as an alternative to or replacement of an existing Award under the Plan or any other plan of the Company or
any Subsidiary (including any entity acquired by the Company or any Subsidiary), or as the form of payment for grants or rights
earned or due under any other compensation plan or arrangement of the Company or its Subsidiaries (including any entity acquired
by the Company or any Subsidiary).  The types of Awards that may be granted under the Plan include:


 


(a)Stock Options. 
A Stock Option means a grant under Section 2.2 that represents the right to purchase Shares at an Exercise Price established by
the Committee.  Any Stock Option may be either an Incentive Stock Option (an “ISO”) that is intended to
satisfy the requirements applicable to an “Incentive Stock Option” described in Code Section 422(b), or a Non-Qualified
Stock Option (a “Non-Qualified Option”) that is not intended to be an ISO; provided, however, that no ISOs may
be granted: (i) after the day immediately prior to the ten-year anniversary of the Effective Date or the date the Plan is approved
by the Board, whichever is earlier; or (ii) to a non-Employee.  Any ISO granted under this Plan that does not qualify as an
ISO for any reason (whether at the time of grant or as the result of a subsequent event) shall be deemed to be a Non-Qualified
Option. In addition, any ISO granted under this Plan may be unilaterally modified by the Committee to disqualify such Stock Option
from ISO treatment such that it shall become a Non-Qualified Option; provided, however, that any such modification shall be ineffective
if the Award, as modified would trigger excise taxes under Code Section 409A.


 






     


     


    

 


(b)Restricted Stock Awards. 
A Restricted Stock Award means a grant of Shares of Restricted Stock under Section 2.3 for no consideration or for such consideration
as may be required by the Committee in its sole discretion, either alone or in addition to other Awards granted under the Plan,
subject to a vesting schedule or the satisfaction of market conditions or performance conditions. 


 


(c)Restricted Stock Units. A
Restricted Stock Unit means a grant under Section 2.4 denominated in Shares that is similar to a Restricted Stock Award except
no Shares are actually issued on the date of grant of a Restricted Stock Unit. A Restricted Stock Unit is subject to a vesting
schedule or the satisfaction of market conditions or performance conditions and shall be settled in Shares.


 


(d)Performance Awards. A Performance
Award means an Award of Stock Options, Restricted Stock, or Restricted Stock Units that is granted under Section 2.5 and that will
vest upon the achievement of one or more specified performance measures set forth in Section 2.5. A Performance Award may or may
not be intended to satisfy the requirements of Code Section 162(m).


 


(e) Unrestricted Shares. An Unrestricted
Share is a grant of Shares under Section 2.6 for no consideration or for such consideration as may be required by the Committee
in its sole discretion, either alone or in addition to other Awards granted under the Plan, that are immediately fully vested.


 


(f) Dividend Equivalent Rights.
A Dividend Equivalent Right means a grant under Section 2.7 that represents the right to receive a payment, on terms and conditions
established by the Committee in the applicable Award Agreement, equal to the amount of dividends payable on a Share.


 


Section 2.2Stock Options. 


 


(a)Grant of Stock Options. Each
Stock Option shall be evidenced by an Award Agreement that shall: (i) specify the number of Shares to be covered by the Stock Option
Award; (ii) specify the date of grant of the Stock Option; (iii) specify the “Exercise Price” (as defined below)
for the Stock Option; (iv) specify the vesting period or conditions to vesting; (v) specify whether the Stock Option is intended
to qualify as an ISO; and (vi) contain such other terms and conditions not inconsistent with the Plan, including the effect of
termination of a Participant’s Service as the Committee may, in its discretion, prescribe.


 






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(b)Terms and Conditions. A Stock
Option shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee.
In no event, however, shall a Stock Option expire later than ten (10) years after the date of its grant (or five (5) years with
respect to ISOs granted to an Employee who is a 10% Stockholder).  The Exercise Price of each Stock Option shall not be less
than 100% of the per Share Fair Market Value on the date of grant (or, if greater, the par value of a Share); provided, however,
that the Exercise Price of an ISO shall not be less than 110% of Fair Market Value of a Share on the date of grant if granted
to a 10% Stockholder; provided further, that the Exercise Price may be less than the per Share Fair Market Value on the
date of grant for a Stock Options granted in substitution for an option award that had been granted by an acquired entity and that
was outstanding on the date of acquisition; provided, however, that the Stock Option Exercise Price would satisfy the requirements
of Treasury Regulation 1.409A-1(b)(5)(v)(D). The payment of the Exercise Price of a Stock Option (and any required tax withholding
resulting from such exercise) shall be by cash or, subject to limitations imposed by applicable law, by such other means as the
Committee may from time to time permit, including: (i) by tendering, either actually or constructively by attestation, Shares
valued at Fair Market Value as of the day of exercise; (ii) by irrevocably authorizing a third party, acceptable to the Committee,
to sell Shares that would be acquired upon exercise of the Stock Option and to remit to the Company a sufficient portion of the
sale proceeds to pay the entire Exercise Price and any required tax withholding; (iii) by a net settlement of the Stock Option,
using a portion of the Shares that would otherwise have been issued upon exercise after payment of the Exercise Price and any required
tax withholding; (iv) by personal, certified or cashier’s check; (v) by the transfer of other property deemed acceptable
by the Committee; or (vi) by any combination thereof. The total number of Shares that may be issued upon the exercise of a
Stock Option shall be rounded down to the nearest whole Share, with cash-in-lieu paid by the Company for the value of any fractional
Share.


 


Section 2.3Restricted Stock.


 


(a)Grant of Restricted
Stock. Each Restricted Stock Award shall be evidenced by an Award Agreement that shall: (i) specify the number of Shares covered
by the Restricted Stock Award; (ii) specify the date of grant of the Restricted Stock Award; (iii) specify the vesting period or
conditions to vesting; and (iv) contain such other terms and conditions not inconsistent with the Plan, including the effect of
termination of a Participant’s Service, as the Committee may in its discretion prescribe. All Restricted Stock Awards shall
be in the form of issued and outstanding Shares that, at the discretion of the Committee, shall be either: (x) registered in the
name of the Participant and held by or on behalf of the Company, together with a stock power executed by the Participant in favor
of the Company, pending the vesting or forfeiture of the Restricted Stock; or (y) registered in the name of, and delivered to,
the Participant. In any event, the certificates evidencing the Restricted Stock Award shall at all times prior to the applicable
vesting date bear the following legend:


 


The share of common stock of MW Bancorp, Inc. evidenced
hereby is subject to the terms of an Award Agreement with MW Bancorp, Inc. dated [Date], made pursuant to the terms of the MW Bancorp,
Inc. 2016 Equity Incentive Plan, copies of which are on file at the executive offices of MW Bancorp, Inc., and may not be sold,
encumbered, hypothecated or otherwise transferred except in accordance with the terms of such Plan and Award Agreement,


 



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or such other restrictive legend as the Committee, in its discretion,
may specify. Notwithstanding the foregoing, the Company may in its sole discretion issue Restricted Stock in any other approved
format (e.g., electronically) in order to facilitate the paperless transfer of such Awards. In the event Restricted Stock
is not issued in certificate form, the Company and the transfer agent shall maintain appropriate bookkeeping entries that evidence
Participants’ ownership of such Awards. Restricted Stock that is not issued in certificate form shall be subject to the same
terms and conditions of the Plan as certificated Shares, including the restrictions on transferability and the provision of a stock
power executed by the Participant in favor of the Company, until the satisfaction of the conditions to which the Restricted Stock
Award is subject.


 


(b)Terms and Conditions. Each Restricted Stock
Award shall be subject to the following terms and conditions:


 


(i)Dividends. The Committee,
in its sole discretion, may specify in the Award Agreement that cash dividends or other distributions that are paid on any Shares
of Restricted Stock shall be (A) paid directly to the Participant, (B) reinvested in additional Shares of Restricted Stock based
on the Fair Market Value of a Share on the date the dividend is paid, or (C) subject to the same restrictions on transferability
and forfeitability as the Shares of Restricted Stock with respect to which the dividends were issued. Unless otherwise specified
in the Award Agreement, dividends or other distributions shall be subject to Section 2.3(b)(i)(C). Any dividend payment that is
deferred pursuant to Section 2.3(b)(i)(C) shall be paid to the Participant within two and one-half months following the date on
which the Restricted Stock Award vests. Any stock dividends declared on Shares of Restricted Stock shall be subject to the same
restrictions and shall vest at the same time as the Shares of Restricted Stock from which said dividends were derived.


 


(ii)Voting
Rights. Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination
in the relevant Award Agreement, a Participant shall have voting rights related to the unvested, non-forfeited Restricted Stock
and such voting rights shall be exercised by the Participant in his or her discretion.


 


(iii)Tender Offers and
Merger Elections. Each Participant to whom a Restricted Stock Award is granted shall have the right to respond, or to direct
the response, with respect to the related Shares of Restricted Stock, to any tender offer, exchange offer, cash/stock merger consideration
election or other offer made to, or elections made by, the holders of Shares. Such a direction for any such Shares of Restricted
Stock shall be given by proxy or ballot (if the Participant is the beneficial owner of the Shares of Restricted Stock for voting
purposes) or by completing and filing, with the inspector of elections, the trustee or such other person who shall be independent
of the Company as the Committee shall designate in the direction (if the Participant is not such a beneficial owner), a written
direction in the form and manner prescribed by the Committee. If no such direction is given, then the Shares of Restricted Stock
shall not be tendered.


 






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 Section 2.4Restricted
Stock Units.


 


(a)Grant of Restricted Stock Unit
Awards.  Each Restricted Stock Unit shall be evidenced by an Award Agreement which shall: (i) specify the number
of Shares covered by the Restricted Stock Unit Award; (ii) specify the date of grant of the Restricted Stock Units; (iii) specify
the vesting period or conditions of vesting; and (iv) contain such other terms and conditions not inconsistent with the Plan,
including the effect of termination of a Participant’s Services. Except to the extent provided otherwise in the Award Agreement,
Restricted Stock Unit Awards shall be settled in Shares.


 


(b)Terms and Conditions. Each
Restricted Stock Unit Award shall be subject to the following terms and conditions:


 


(i)A Restricted Stock Unit
shall be similar to a Restricted Stock Award except that no Shares are actually awarded to the recipient on the date of grant.


 


(ii)The Committee may, in
connection with the grant of Restricted Stock Units, designate them as “qualified performance based compensation” within
the meaning of Code Section 162(m), in which event it shall condition the vesting thereof upon the attainment of one or more
performance measures set forth in Section 2.5(a) hereof. Regardless of whether Restricted Stock Units are subject to the attainment
of one or more performance measures, the Committee may also condition the vesting thereof upon the continued Service of the Participant.
The conditions for grant or vesting and the other provisions of Restricted Stock Units (including without limitation any applicable
performance measures) need not be the same with respect to each recipient. An Award of Restricted Stock Units shall be settled
as and when the Restricted Stock Units vest or, in the case of Restricted Stock Units subject to performance measures, after the
Committee has certified that the performance goals have been satisfied.


 


(iii)Subject to the provisions
of the Plan and the applicable Award Agreement, during the period, if any, set by the Committee, commencing with the date of such
Restricted Stock Unit for which such Participant’s continued Service is required (the “Restriction Period”),
and until the later of (A) the expiration of the Restriction Period and (B) the date the applicable performance measures
(if any) are satisfied, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted
Stock Units.


 


(iv) A Participant shall have
no voting rights with respect to any Restricted Stock Units granted hereunder. No dividends shall be paid on Restricted Stock Units
unless the Award Agreement also includes an award of Dividend Equivalent Rights.


 


Section 2.5Performance Awards.
The vesting of any Restricted Stock Award or a Restricted Stock Unit that is intended to be performance-based compensation (also
referred to as “Performance Awards”) shall be conditioned on the achievement of one or more objective performance
measures set forth in sub-section (a) below, as may be determined by the Committee. The grant of any Performance Award and the
establishment of performance measures that are intended to be qualified performance-based compensation within the meaning of Code
Section 162(m) shall be made during the period required under Code Section 162(m) and shall comply with all applicable requirements
of that Code Section. At the discretion of the Committee, the vesting of any Stock Option also may be subject to the achievement
of one or more objective performance measures, although such performance-based vesting is not necessary to satisfy the requirement
of Code Section 162(m) with respect to Stock Options. Notwithstanding anything herein to the contrary, in the discretion of the
Committee, Performance Awards that do not comply with the requirements of Code Section 162(m) may be granted to Covered Employees
and/or to persons other than Covered Employees.


 






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(a)Performance Measures. 
If intended to be qualified performance-based compensation pursuant to Code Section 162(m), such performance measures must be based
on any one or more of the following:


 


(i) book value or tangible
book value per Share;


 


(ii) basic earnings per Share; 


 


(iii) basic cash earnings
per Share;


 


(iv) diluted earnings per
Share; 


 


(v) diluted cash earnings
per Share; 


 


(vi) return on equity;


 


(vii) net income or net income
before taxes; 


 


(viii) cash earnings;


 


(ix) net interest income;


 


(x) non-interest income;


 


(xi) non-interest expense
to average assets ratio; 


 


(xii) cash general and administrative
expense to average assets ratio;


 


(xiii) efficiency ratio;


 


(xiv) cash efficiency ratio;


 


(xv) return on average assets;


 


(xvi) cash return on average
assets;


 


(xvii) return on average stockholders’
equity;


 


(xviii) cash return on average
stockholders’ equity;


 






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(xix) return on average tangible
stockholders’ equity;


 


(xx) cash return on average
tangible stockholders’ equity;


 


(xxi) core earnings;


 


(xxii) operating income;


 


(xxiii) operating efficiency
ratio;


 


(xxiv) net interest rate margin
or net interest rate spread;


 


(xxv) growth in assets, loans, or deposits;


 


(xxvi) loan production volume;


 


(xxvii) non-performing loans;


 


(xxviii) cash flow;


 


(xxix) strategic business
objectives, consisting of one or more objectives based upon meeting specified cost targets, business expansion goals, and goals
relating to acquisitions or divestitures, or goals relating to capital raising and capital management;


 


(xxx) total shareholder return;
or


 


(xxxi) any combination of the
foregoing.


 


Performance measures may be based on the
performance of the Company on a consolidated basis, or on the performance of any one or more Subsidiaries or business units of
the Company or a Subsidiary, and may be measured relative to a peer group, an index or a business plan, and may be considered as
absolute measures or changes in measures. The terms of an Award may provide that partial achievement of performance measures may
result in partial payment or vesting of the award or that the achievement of the performance measures may be measured over more
than one period or fiscal year. In establishing any performance measures, the Committee may provide for the exclusion of the effects
of the following items, to the extent the exclusion is set forth in the Participant’s Award Agreement and identified in the
audited financial statements of the Company, including footnotes, or in the Management’s Discussion and Analysis section
of the Company’s annual report or in the Compensation Discussion and Analysis section, if any, of the Company’s annual
proxy statement: (i) unusual, and/or nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business;
(iii) changes in tax or accounting principles, regulations or laws; or (iv) expenses incurred in connection with a merger, branch
acquisition or similar transaction. To the extent not specifically excluded, such effects shall be included in any applicable performance
measure.


 






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(b)Adjustments. Pursuant to this
Section 2.5, in certain circumstances the Committee may adjust performance measures; provided, however, no adjustment may
be made with respect to an Award that is intended to be qualified performance-based compensation within the meaning of Code Section
162(m), except to the extent the Committee exercises such negative discretion as is permitted under applicable law for purposes
of an exception under Code Section 162(m). Subject to the foregoing sentence, if the Committee determines that a change in the
business, operations, corporate structure or capital structure of the Company or the manner in which the Company or its Subsidiaries
conducts its business or other events or circumstances render current performance measures to be unsuitable, the Committee may
modify such performance measures, in whole or in part, as the Committee deems appropriate, provided that no Award intended to be
subject to Code Section 162(m) is enhanced as a result of a modified performance measure. Notwithstanding anything to the contrary
herein, performance measures relating to any Award hereunder will be modified, to the extent applicable, to reflect a change in
the outstanding Shares by reason of any stock dividend or stock split, or a corporate transaction, such as a merger of the Company
into another corporation, any separation of a corporation or any partial or complete liquidation by the Company or a Subsidiary. 
If a Participant is promoted, demoted or transferred to a different business unit during a performance period, the Committee may
determine that the selected performance measures or applicable performance period are no longer appropriate, in which case, the
Committee, in its sole discretion, may adjust, change or eliminate the performance measures or change the applicable performance
period; or (ii) cause to be made a cash payment to the Participant in an amount determined by the Committee.


 


(c)Treatment
on Retirement. Notwithstanding anything herein to the contrary, no Performance Awards that are intended to be considered
qualified performance-based compensation under Code Section 162(m) shall be granted under terms that will permit its accelerated
vesting upon Retirement or other termination of Service (other than death or Disability) or a Change in Control. Notwithstanding
anything to the contrary herein, in the sole discretion of the Committee exercised at the time of grant of an Award under this
Section 2.5, in the event of Retirement of a Participant during the performance period, the Award Agreement may provide for the
vesting of all or a portion of such Award, so long as the vesting is not accelerated but shall occur at the end of the performance
period, and will be prorated, based on the period of the Participant’s active employment and the level of achievement of
the performance measures during the period of the Participant’s active employment.


 


Section 2.6Unrestricted Shares.
 Subject to the provisions of this Plan and as set forth in the related Award Agreement, the Committee shall have sole and
complete authority to grant Unrestricted Shares to Employees or Directors at such time or times, in such amounts and for such reasons
as the Committee, in its sole discretion, shall determine. The Company shall issue, in the name of each Participant to whom Unrestricted
Shares have been granted, stock certificates representing the total number of Unrestricted Shares granted to the Participant (net
of any Shares withheld to satisfy any required tax withholding), and shall deliver such certificates to the Participant as soon
as reasonably practicable after the date of grant.


 


Section 2.7Dividend Equivalent Rights.
 Subject to the provisions of this Plan and as set forth in the related Award Agreement, the Committee shall have sole and
complete authority to grant Dividend Equivalent Rights to Employees or Directors at such time or times, in such amounts and for
such reasons as the Committee, in its sole discretion shall determine. Each Award including Dividend Equivalent Rights shall be
evidenced by an Award Agreement that shall: (i) specify the number of Shares covered by the Dividend Equivalent Right; (ii) specify
the date of grant of the Dividend Equivalent Right; (iii) specify the vesting period or conditions to vesting; (iv) specify the
timing of payment of cash or issuance of Shares in satisfaction of the Dividend Equivalent Right; and (v) contain such other terms
and conditions not inconsistent with the Plan, including the effect of termination of a Participant’s Service, as the Committee
may in its discretion prescribe. The Committee, in its sole discretion, may specify in the Award Agreement that an amount equal
to any cash dividends or other distributions that are paid on the Shares covered by the Dividend Equivalent Right shall be (A)
paid directly to the Participant within 60 days after the dividend payment date, (B) automatically converted into additional Dividend
Equivalent Rights based on the Fair Market Value of a Share on the date the dividend is paid, or (C) unless otherwise specified
in the Award Agreement, paid to the Participant upon satisfying any applicable vesting criteria. To the extent that an Award including
Dividend Equivalent Rights is intended to be qualified performance-based compensation in accordance with Code Section 162(m), payment
of Dividend Equivalent Rights to the Participant will be conditioned on the satisfaction of applicable performance criteria and
any amounts payable in connection with the Dividend Equivalent Right shall be paid at the same time as the Shares subject to such
Restricted Stock Unit are distributed to the Participant.


 






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Section 2.8Vesting of Awards.
The Committee shall specify the vesting schedule or conditions of each Award. Unless the Committee specifies a different vesting
schedule at the time of grant, Awards under the Plan, other than performance awards and unrestricted shares, shall be granted with
a vesting rate not exceeding thirty-three and thirty-four hundredths percent (33.34%) per year, with the first installment vesting
no earlier than the one year anniversary of the date of grant and succeeding installments vesting on the annual anniversaries thereafter.
If the right to become vested in an Award under the Plan (including the right to exercise a Stock Option) is conditioned on the
completion of a specified period of Service, without achievement of performance measures or other performance objectives being
required as a condition of vesting, and without it being granted in lieu of, or in exchange for, other compensation, then the required
period of Service for full vesting shall be determined by the Committee and evidenced in the Award Agreement (subject to acceleration
of vesting, to the extent permitted by the Committee or set forth in the Award Agreement, in the event of the Participant’s
death or Disability or a Change in Control).


 


Section 2.9Deferred Compensation.
If any Award would be considered “deferred compensation” as defined under Code Section 409A (“Deferred Compensation”),
the Committee reserves the absolute right (including the right to delegate such right) to unilaterally amend the Plan or the Award
Agreement, without the consent of the Participant, to maintain exemption from, or to comply with, Code Section 409A. Any amendment
by the Committee to the Plan or an Award Agreement pursuant to this Section shall maintain, to the extent practicable, the original
intent of the applicable provision without violating Code Section 409A. A Participant’s acceptance of any Award under the
Plan constitutes acknowledgement and consent to such rights of the Committee, without further consideration or action. Any discretionary
authority retained by the Committee pursuant to the terms of this Plan or pursuant to an Award Agreement shall not be applicable
to an Award which is determined to constitute Deferred Compensation, if such discretionary authority would contravene Code Section
409A.


 


Section 2.10Prohibition Against
Option Repricing.  Except for adjustments pursuant to Section 3.4, and reductions of the Exercise Price that is approved
by the Company’s stockholders, neither the Committee nor the Board shall have the right or authority to make any adjustment
or amendment that reduces or would have the effect of reducing the Exercise Price of a Stock Option previously granted under the
Plan, whether through amendment, cancellation (including cancellation in exchange for a cash payment in excess of the Stock Option’s
in-the-money value or in exchange for Options or other Awards), replacement grants, or other means.


 






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Section 2.11.Effect of Termination
of Service on Awards. The Committee shall establish the effect of a Termination of Service on the continuation of
rights and benefits available under an Award and, in so doing, may make distinctions based upon, among other things, the cause
of Termination of Service (including Retirement) and type of Award. Unless otherwise specified by the Committee and set forth in
an Award Agreement between the Company and the Participant or as set forth in an employment agreement or severance arrangement
entered into by and between the Company and/or the Bank and an Employee, the following provisions shall apply to each Award granted
under this Plan:


 


(a)Upon a Participant’s Termination
of Service for any reason other than due to Disability, death, Retirement or termination for Cause, Stock Options shall be exercisable
only as to those Shares that were immediately exercisable by such Participant at the date of termination, and Stock Options may
be exercised only for a period of three (3) months following termination, or the remaining unexpired term of the Stock Option,
if less, and any Restricted Stock, Restricted Stock Unit or Dividend Equivalent Right Award that has not vested as of the date
of Termination of Service shall expire and be forfeited.


 


(b)In the event of a Termination of
Service for Cause, all Stock Options granted to a Participant that have not been exercised and all Restricted Stock, Restricted
Stock Unit and Dividend Equivalent Right Awards granted to a Participant that have not vested shall expire and be forfeited.


 


(c)Upon Termination of Service for
reason of Disability or death, all Stock Options shall be exercisable as to all Shares subject to an outstanding Award, whether
or not then exercisable, and all Restricted Stock, Restricted Stock Unit and Dividend Equivalent Right Awards shall vest as to
all Shares subject to an outstanding Award, whether or not otherwise vested, at the date of such Termination of Service. Stock
Options may be exercised for a period of one year following Termination of Service due to death or Disability, or the remaining
unexpired term of the Stock Option, if less; provided, however, in order to obtain ISO treatment for Stock Options exercised
by heirs or devisees of an optionee, the optionee’s death must have occurred while employed or within three months after
the date of the Employee’s Termination of Service.


 


(d)In the event of Termination of Service
due to Retirement, a Participant’s vested Stock Options shall be exercisable for one year following Termination of Service,
or the remaining unexpired term of the Stock Option, if less; provided that no Stock Option shall be eligible for treatment
as an ISO in the event such Stock Option is exercised more than three months following Termination of Service due to Retirement.
Any Stock Option, Restricted Stock, Restricted Stock Unit and Dividend Equivalent Right Award that has not vested as of the date
of Termination of Service due to Retirement shall expire and be forfeited.


 






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(e)Notwithstanding the provisions of
this Section 2.11, the effect of a Change in Control on the vesting and exercisability of Stock Options, Restricted Stock, Restricted
Stock Units and Dividend Equivalent Right Awards is as set forth in Article 4.


 


ARTICLE 3 - Shares
Subject to Plan


 


Section 3.1Available Shares. 
The Shares with respect to which Awards may be made under the Plan shall be Shares currently authorized but unissued, currently
held or, to the extent permitted by applicable law, subsequently acquired by the Company, including Shares purchased in the open
market or in private transactions.


 


Section 3.2Share Limitations. 


 


(a)Share Reserve. Subject to
the following provisions of this Section 3.2, the total number of Shares reserved and available for delivery to Participants and
their beneficiaries in connection with Awards under the Plan shall be equal to 122,662 Shares, which represents 14% of the number
of Shares sold in connection with the mutual-to-stock conversion and acquisition of the Bank (the “Conversion”).
The maximum number of Shares that may be delivered pursuant to the exercise of Stock Options (all of which may be granted as ISOs)
is 87,616 Shares, which represents 10% of the number of Shares sold in connection with the Conversion. The maximum number of Shares
that may be delivered pursuant to Restricted Stock, Restricted Stock Units and Unrestricted Share Awards is 35,046 Shares, which
represents 4% of the number of Shares sold in connection with the Conversion. The aggregate number of Shares available for grant
under this Plan and the number of Shares subject to outstanding awards shall be subject to adjustment as provided in Section 3.4.


 


(b)Computation of Shares Available.
For purposes of this Section 3.2, the number of Shares available for the grant of additional Stock Options, Restricted Stock
Awards or Restricted Stock Units shall be reduced by the number of Shares previously granted, subject to the following: to the
extent any Shares covered by an Award (including Restricted Stock Awards and Restricted Stock Units) under the Plan are not delivered
to a Participant or beneficiary for any reason, including because the Award is forfeited or canceled or because a Stock Option
is not exercised, then such Shares shall not be deemed to have been delivered for purposes of determining the maximum number of
Shares available for delivery under the Plan. To the extent: (i) a Stock Option is exercised by using an actual or constructive
exchange of Shares to pay the Exercise Price; (ii) Shares are withheld to satisfy withholding taxes upon exercise or vesting of
an Award granted hereunder; or (iii) Shares are withheld to satisfy the exercise price of Stock Options in a net settlement of
Stock Options, then the number of Shares available shall be reduced by the gross number of Shares exercised or vested rather than
by the net number of Shares issued. An Award that pursuant to its terms must be settled in cash shall not count against the applicable
share limits.


 






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Section 3.3Individual Share Limitations.


 


(a)Awards to any one Participant.
The maximum number of Shares, in the aggregate, that may be granted to any one Participant during the total lifetime of the Plan
may not exceed 30,666, which is 25% of the number of Shares that may be granted under this Plan.


 


(b)Stock Option Awards to Employees.
The maximum number of Shares, in the aggregate, that may be subject to Stock Options granted to any one Employee during any calendar
year shall be 12,266, which is 10% of the number of Shares that may be granted under this Plan.


 


(b)Stock Option Awards to Directors.
The maximum number of Shares, in the aggregate, that may be subject to Stock Options granted to any one Director under the Plan
shall be 4,380, all of which may be granted during any calendar year and; in addition, all Directors, in the aggregate, may not
receive Stock Options on more than 26,285 Shares, all of which may be granted during any calendar year. Such maximum amounts represent
5% and 30%, respectively, of the maximum number of Shares that may be delivered pursuant to Stock Options under Section 3.2.


 


(c)Restricted Stock, Restricted Stock
Unit and Unrestricted Share Awards to Employees. The maximum number of Shares, in the aggregate, that may be subject to Restricted
Stock, Restricted Stock Unit and Unrestricted Share Awards granted during any calendar year to any one Employee under the Plan
shall be 12,266, which is 10% of the number of shares that may be granted under this Plan.


 


(d)Restricted Stock, Restricted Stock
Unit and Unrestricted Share Awards to Directors. The maximum number of Shares, in the aggregate, that may be subject to Restricted
Stock, Restricted Stock Unit and Unrestricted Share Awards granted to any one Director under the Plan shall be 1,752, all of which
may be granted during any calendar year and, in addition, all Directors, in the aggregate, may not receive Restricted Stock, Restricted
Stock Unit and Unrestricted Share Awards on more than 10,514 Shares, all of which may be granted during any calendar year. Such
maximum amounts represent 5% and 30%, respectively, of the maximum number of Shares that may be issued as Restricted Stock, Restricted
Stock Units and Unrestricted Share Awards.


 


(e) The limits on the number of Shares
available for grant under this Plan as described in this Section 3.3, shall be subject to adjustment as provided in Section 3.4.


 


Section 3.4Corporate Transactions. 


 


(a)General. In the event any
recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, or
exchange of Shares or other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the
form of cash, securities or other property), liquidation, dissolution, or other similar corporate transaction or event, affects
the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under
the Plan and/or under any Award granted under the Plan, then the Committee shall, in an equitable manner, adjust any or all of:
(i) the number and kind of securities deemed to be available thereafter for grants of Stock Options, Restricted Stock Awards and
Restricted Stock Units in the aggregate to all Participants and individually to any one Participant; (ii) the number and kind of
securities that may be delivered or deliverable in respect of outstanding Stock Options, Restricted Stock Awards and Restricted
Stock Units; and (iii) the Exercise Price of Stock Options. In addition, the Committee is authorized to make adjustments in the
terms and conditions of, and the criteria included in, Stock Options, Restricted Stock Awards and Restricted Stock Units (including,
without limitation, cancellation of Stock Options, Restricted Stock Awards and Restricted Stock Units in exchange for the in-the-money
value, if any, of the vested portion thereof, or substitution or exchange of Stock Options, Restricted Stock Awards and Restricted
Stock Units using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation,
events described in the preceding sentence) affecting the Company or any parent or Subsidiary or the financial statements of the
Company or any parent or Subsidiary, or in response to changes in applicable laws, regulations, or accounting principles. Unless
otherwise determined by the Committee, any such adjustment to an Award intended to qualify as “qualified performance-based
compensation” shall conform to the requirements of Code Section 162(m) and the regulations thereunder then in effect.


 



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(b)Merger in which Company is Not
Surviving Entity. In the event of any merger, consolidation, or other business reorganization (including, but not limited to,
a Change in Control) in which the Company is not the surviving entity, unless otherwise determined by the Committee at any time
at or after grant and prior to the consummation of such merger, consolidation or other business reorganization, any Stock Options
granted under the Plan which remain outstanding shall be converted into Stock Options to purchase voting common equity securities
of the business entity which survives such merger, consolidation or other business reorganization having substantially the same
terms and conditions as the outstanding Stock Options under this Plan and reflecting the same economic benefit (as measured by
the difference between the aggregate Exercise Price and the value exchanged for outstanding Shares in such merger, consolidation
or other business reorganization), all as determined by the Committee prior to the consummation of such merger; provided, however,
that the Committee may, at any time prior to the consummation of such merger, consolidation or other business reorganization, direct
that all outstanding Stock Options be canceled as of the effective date of such merger, consolidation or other business reorganization
in exchange for a cash payment per Share equal to the excess (if any) of the value exchanged for an outstanding Share in such merger,
consolidation or other business reorganization over the Exercise Price of the Stock Option being canceled.


 


Section 3.5Delivery of Shares. 
Delivery of Shares or other amounts under the Plan shall be subject to the following:


 


(a)Compliance with Applicable Laws. 
Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any Shares or make any other
distribution of benefits under the Plan unless such delivery or distribution complies with all applicable laws (including, the
requirements of the Securities Act), and the applicable requirements of any Exchange or similar entity.


 


(b)Certificates.  To the
extent that the Plan provides for the issuance of Shares, the issuance may be effected on a non-certificated basis, to the extent
not prohibited by applicable law or the applicable rules of any Exchange.


 






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ARTICLE 4 - CHANGE IN CONTROL


 


Section 4.1Consequence of a Change
in Control. Subject to the provisions of Section 2.8 (relating to vesting and acceleration) and Section 3.4 (relating
to the adjustment of Shares), and except as otherwise provided in the Plan or as determined by the Committee and set forth in the
terms of any Award Agreement or as set forth in an employment, change in control or severance agreement entered into by and between
the Company and/or the Bank and an Employee:


 


(a)At the time of a Change in Control,
all Stock Options then held by the Participant shall become fully earned and exercisable (subject to the expiration provisions
otherwise applicable to the Stock Option).


 


(b)At the time of a Change in Control,
all Awards of Restricted Stock described in Section 2.1(b) and Restricted Stock Units described in Section 2.1(c) shall become
fully earned and vested immediately. Notwithstanding the above, any Awards, the vesting of which are based on satisfaction of performance-based
conditions will be vested as specified in subsection (c) hereof.


 


(c)In the event of a Change in Control,
any performance measure attached to an Award under the Plan shall be deemed satisfied at the 100% of target attainment level as
of the date of the Change in Control.


 


Section 4.2Definition of Change
in Control. For purposes of this Agreement, the term “Change in Control” shall mean the consummation
by the Company or the Bank, in a single transaction or series of related transactions, of any of the following:


 


(a)Merger: The Company or the
Bank merges into or consolidates with another entity, or merges another bank or corporation into the Company or the Bank, and as
a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation
is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation;


 


(b)Acquisition of Significant Share
Ownership: A person or persons acting in concert has or have become the beneficial owner(s) of 25% or more of a class of the
Company’s or the Bank’s Voting Securities; provided, however, this clause (b) shall not apply to beneficial ownership
of the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company directly
or indirectly beneficially owns 50% or more of its outstanding Voting Securities;


 


(c)Change in Board Composition:
During any period of two consecutive years, individuals who constitute the Company’s or the Bank’s Board of Directors
at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s or the Bank’s
Board of Directors; provided, however, that for purposes of this clause (c), each director who is first elected by the board (or
first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were
directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period
or who is appointed as a director as a result of a directive, supervisory agreement or order issued by the primary federal regulator
of the Company or the Bank or by the Federal Deposit Insurance Corporation shall be deemed to have also been a director at the
beginning of such period; or


 






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(d)Sale of Assets: The Company
or the Bank sells to a third party all or substantially all of its assets.


 


Notwithstanding the foregoing, in the event
that an Award constitutes Deferred Compensation, and the settlement of, or distribution of benefits under, such Award is to be
triggered solely by a Change in Control, then with respect to such Award, a Change in Control shall be defined as required under
Code Section 409A, as in effect at the time of such transaction.


 


ARTICLE 5 - COMMITTEE


 


Section 5.1Powers of Committee. 
The administration of the Plan by the Committee shall be subject to the following:


 


(a)the Committee will have the authority
and discretion: (i) to select from among the Company’s and its Subsidiaries’ Employees and Directors those persons
who shall receive Awards at any time; (ii) to determine the types of Awards to be granted to a Participant; (iii) to determine
the number of Shares covered by an Award; (iv) to establish the terms, conditions, features, performance criteria, restrictions
(including without limitation, provisions relating to non-competition, non-solicitation and confidentiality), and other provisions
of such Awards (subject to the restrictions imposed by Article 6); (v) to cancel or suspend Awards issued with performance-based
vesting conditions; (vi) to reduce, eliminate or accelerate any restrictions or vesting requirements applicable to an Award at
any time after the grant of the Award; or (vii) to extend the time period to exercise a Stock Option, provided that such extension
is consistent with Code Section 409A.


 


(b)The Committee will have the authority
and discretion to interpret the Plan and any Award Agreement, to establish, amend and rescind any rules and regulations relating
to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan.


 


(c)The Committee will have the authority
to define terms not otherwise defined herein.


 


(d)Any interpretation of the Plan by
the Committee and any decision made by it under the Plan are final and binding on all persons.


 


(e)In controlling and managing the operation
and administration of the Plan, the Committee shall take action in a manner that conforms to the charter and bylaws of the Company
and applicable corporate law.


 






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Section 5.2Delegation by Committee. 
Except to the extent prohibited by applicable law, the applicable rules of an Exchange upon which the Company lists its Shares
or the Plan, or as necessary to comply with the exemptive provisions of Rule 16b-3 promulgated under the Exchange Act or Code Section
162(m), the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and
may delegate all or any part of its responsibilities and powers to any person or persons selected by it, including: (a) delegating
to a committee of one or more members of the Board who are not “outside directors” within the meaning of Code Section
162(m), the authority to grant Awards under the Plan to eligible persons who are not persons with respect to whom the Company wishes
to comply with Code Section 162(m); or (b) delegating to a committee of one or more members of the Board who are not “non-employee
directors,” within the meaning of Rule 16b-3, the authority to grant Awards under the Plan to eligible persons who are not
then subject to Section 16 of the Exchange Act; or (c) delegating to a committee of one or more members of the Board who would
be eligible to serve on the Compensation Committee of the Company pursuant to the listing requirements imposed by any national
securities exchange on which the Company lists, has listed or seeks to list its securities, the authority to grant awards under
the Plan.  The acts of such delegates shall be treated hereunder as acts of the Committee and such delegates shall report
regularly to the Committee regarding the delegated duties and responsibilities and any Awards so granted. Any such allocation or
delegation may be revoked by the Committee at any time.


 


Section 5.3Information to be Furnished
to Committee.  As may be permitted by applicable law, the Company and its Subsidiaries shall furnish the Committee
with such data and information as it determines may be required for it to discharge its duties.  The records of the Company
and its Subsidiaries as to a Participant’s employment, termination of employment, leave of absence, reemployment and compensation
shall be conclusive on all persons unless determined by the Committee to be manifestly incorrect.  Subject to applicable law,
Participants and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information
as the Committee considers desirable to carry out the terms of the Plan.


 


Section 5.4Committee Action.
The Committee shall hold such meetings, and may make such administrative rules and regulations, as it may deem proper. A majority
of the members of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present
at a meeting at which a quorum is present, as well as actions taken pursuant to the unanimous written consent of all of the members
of the Committee without holding a meeting, shall be deemed to be actions of the Committee. All actions of the Committee shall
be final and conclusive and shall be binding upon the Company, Participants and all other interested parties. Any person dealing
with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed
by a member of the Committee or by a representative of the Committee authorized to sign the same in its behalf.


 


ARTICLE 6 - AMENDMENT AND TERMINATION


 


Section 6.1General. 
The Board may, as permitted by law, at any time, amend or terminate the Plan, and may amend any Award Agreement, provided that
no amendment or termination (except as provided in Section 2.9, Section 3.4 and Section 6.2) may cause the Award to violate
Code Section 409A, may cause the repricing of a Stock Option, or, in the absence of written consent to the change by the affected
Participant (or, if the Participant is not then living, the affected beneficiary), adversely impair the rights of any Participant
or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board; provided, however,
that, no amendment may: (i) materially increase the benefits accruing to Participants under the Plan; (ii) materially
increase the aggregate number of securities which may be issued under the Plan, other than pursuant to Section 3.4; or (iii) materially
modify the requirements for participation in the Plan, unless the amendment under (i), (ii) or (iii) above is approved by the Company’s
stockholders.


 






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Section 6.2Amendment to Conform
to Law and Accounting Changes. Notwithstanding any provision in this Plan or any Award Agreement to the contrary, the Committee
may amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the
purpose of: (i) conforming the Plan or the Award Agreement to any present or future law relating to plans of this or similar nature
(including, but not limited to, Code Section 409A); or (ii) avoiding an accounting treatment resulting from an accounting pronouncement
or interpretation thereof issued by the SEC or Financial Accounting Standards Board subsequent to the adoption of the Plan or the
making of the Award affected thereby, which, in the sole discretion of the Committee, may materially and adversely affect the financial
condition or results of operations of the Company. By accepting an Award under this Plan, each Participant agrees and consents
to any amendment made pursuant to this Section 6.2 or Section 2.9 to any Award granted under the Plan without further consideration
or action.


 


ARTICLE 7 - GENERAL TERMS


 


Section 7.1 No Implied Rights.


 


(a)No Rights to Specific Assets. 
Neither a Participant nor any other person shall by reason of participation in the Plan acquire any right in or title to any
assets, funds or property of the Company or any Subsidiary whatsoever, including any specific funds, assets, or other property
which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. 
A Participant shall have only a contractual right to the Shares or amounts, if any, payable or distributable under the Plan, unsecured
by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets
of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.


 


(b)No Contractual Right to Employment
or Future Awards.  The Plan does not constitute a contract of employment or service, and selection as a Participant will
not give any Participant the right to be retained in the employ of, or provided services to, the Company or any Subsidiary or any
right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. 
No individual shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to receive a
future Award under the Plan.


 


(c)No Rights as a Stockholder.
Except as otherwise provided in the Plan or in the Award Agreement, no Award under the Plan shall confer upon the holder thereof
any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such
rights.


 






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Section 7.2Transferability. 
Except as otherwise so provided by the Committee:


 


(a)ISOs granted under the Plan are not
transferable except: (i) as designated by the Participant by will or by the laws of descent and distribution; (ii) to a trust established
by the Participant, if under Code Section 671 and applicable state law, the Participant is considered the sole beneficial owner
of the Stock Option while held in trust; or (iii) between spouses incident to a divorce or pursuant to a domestic relations order,
provided, however, that any ISO transferred pursuant to this subparagraph (iii) shall be treated as a nonqualified stock
option as of the day of such transfer.


 


(b)Vested Stock Options (other than
ISOs) granted under the Plan may be transferred to Immediate Family Members of Participants, trusts and partnerships established
for the primary benefit of the Participant’s Immediate Family Members or to charitable organizations, and; provided, that
the Participant may not receive any consideration in connection with a transfer of any Stock Option.


 


(c) Awards of Restricted Stock or Dividend
Equivalent Rights shall not be transferable prior to the time that such Awards vest in the Participant.


 


(d) Awards of Restricted Stock Units
are not transferable, except in the event of death, prior to the time that the Restricted Stock Unit Award vests and is earned
and the property in which the Restricted Stock Unit is denominated is distributed to the Participant or the Participant’s
Beneficiary.


 


Section 7.3Designation of Beneficiaries. 
A Participant hereunder may file with the Company a written designation of a beneficiary or beneficiaries under this Plan and may
from time to time revoke or amend any such designation (“Beneficiary Designation”). Any designation of beneficiary
under this Plan shall be controlling over any other disposition, testamentary or otherwise (unless such disposition is pursuant
to a domestic relations order); provided, however, that if the Committee is in doubt as to the entitlement of any such beneficiary
to any Award, the Committee may determine to recognize only the legal representative of the Participant, in which case the Company,
the Committee and the members thereof shall not be under any further liability to anyone.


 


Section 7.4Non-Exclusivity. 
Neither the adoption of this Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements
as either may deem desirable, including, without limitation, the granting of Stock Options, Restricted Stock, Restricted Stock
Units, Unrestricted Shares or Dividend Equivalent Rights otherwise than under the Plan or an arrangement that is or is not intended
to qualify under Code Section 162(m), and such arrangements may be either generally applicable or applicable only in specific cases.


 


Section 7.5Form and Time of Elections/Notification
Under Code Section 83(b). Unless otherwise specified herein, each election required or permitted to be made by any Participant
or other person entitled to benefits under the Plan, and any permitted modification or revocation thereof, shall be filed with
the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the
Plan, as the Committee shall require. Notwithstanding anything herein to the contrary, the Committee may, on the date of grant
or at a later date, as applicable, prohibit an individual from making an election under Code Section 83(b). If the Committee has
not prohibited an individual from making this election, an individual who makes this election shall notify the Committee of the
election within ten (10) days of filing notice of the election with the Internal Revenue Service. This requirement is in addition
to any filing and notification required under the regulations issued under the authority of Code Section 83(b).


 






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Section 7.6Evidence. 
Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information upon which the person
is acting considers pertinent and reliable, and signed, made or presented by the proper party or parties.


 


Section 7.7Tax Withholding. 
Where a Participant is entitled to receive Shares upon the vesting or exercise of an Award, the Company shall have the right to
require such Participant to pay to the Company the amount of any tax that the Company is required to withhold with respect to such
vesting or exercise, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the minimum
amount required to be withheld. To the extent determined by the Committee and specified in an Award Agreement, a Participant shall
have the right to direct the Company to satisfy the minimum required federal, state and local tax withholding by: (i) with respect
to a Stock Option, reducing the number of Shares subject to the Stock Option (without issuance of such Shares to the Stock Option
holder) by a number equal to the quotient of (a) the total minimum amount of required tax withholding divided by (b) the excess
of the Fair Market Value of a Share on the exercise date over the Exercise Price per Share; and (ii) with respect to Restricted
Stock, Restricted Stock Units, Unrestricted Share and Dividend Equivalent Rights Awards, withholding a number of Shares (based
on the Fair Market Value on the vesting date) otherwise vesting that would satisfy the minimum amount of required tax withholding.
Provided there are no adverse accounting consequences to the Company (a requirement to have liability classification of an award
under Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718 is an adverse consequence), a Participant
who is not required to have taxes withheld may require the Company to withhold in accordance with the preceding sentence as if
the Award were subject to minimum tax withholding requirements.


 


Section 7.8Action by Company or
Subsidiary.  Any action required or permitted to be taken by the Company or any Subsidiary shall be by resolution
of its board of directors, or by action of one or more members of the Board (including a committee of the Board) who are duly authorized
to act for the Board, or (except to the extent prohibited by applicable law or applicable rules of the Exchange on which the Company
lists its securities) by a duly authorized officer of the Company or such Subsidiary.


 


Section 7.9Successors. 
All obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially
all of the business, stock, and/or assets of the Company.


 






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Section 7.10Indemnification. 
To the fullest extent permitted by law and the Company’s governing documents, each person who is or shall have been a member
of the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with Section 5.2,
or an Employee of the Company, shall be indemnified and held harmless by the Company against and from any loss (including amounts
paid in settlement), cost, liability or expense (including reasonable attorneys’ fees) that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a
party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from
any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction
of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity,
at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf,
unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided
by statute or regulation. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power
that the Company may have to indemnify them or hold them harmless. The foregoing right to indemnification shall include the right
to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition, provided,
however, that, if required by applicable law, an advancement of expenses shall be made only upon delivery to the Company of an
undertaking, by or on behalf of such persons to repay all amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses.


 


Section 7.11No Fractional Shares. 
Unless otherwise permitted by the Committee, no fractional Shares shall be issued or delivered pursuant to the Plan or any Award.
The Committee shall determine whether cash or other property shall be issued or paid in lieu of fractional Shares or whether such
fractional Shares or any rights thereto shall be forfeited or otherwise eliminated by rounding down.


 


Section 7.12Governing Law. 
The Plan, all Awards granted hereunder, and all actions taken in connection herewith shall be governed by and construed in accordance
with the laws of the State of Ohio without reference to principles of conflict of laws, except as superseded by applicable federal
law. The federal and state courts located in the State of Ohio, shall have exclusive jurisdiction over any claim, action, complaint
or lawsuit brought under the terms of the Plan. By accepting any award under this Plan, each Participant and any other person claiming
any rights under the Plan agrees to submit himself or herself and any legal action that the Participant brings under the Plan,
to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.


 


Section 7.13Benefits Under Other
Plans.  Any compensation recognized by a Participant in connection with an Award under the Plan shall be disregarded
for purposes of determining the Participant’s benefits under, or contributions to, any other benefit plans maintained by
the Participant’s employer, specifically including any qualified or non-qualified retirement plan, unless the terms of such
other benefit plan explicitly includes such compensation.


 






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Section 7.14Validity. 
If any provision of this Plan is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect
the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision has never been
included herein.


 


Section 7.15Notice. 
Unless otherwise provided in an Award Agreement, all written notices and all other written communications to the Company provided
for in the Plan or in any Award Agreement, shall be delivered personally or sent by registered or certified mail, return receipt
requested, postage prepaid (provided that international mail shall be sent via overnight or two-day delivery), or sent by
facsimile, email or prepaid overnight courier to the Company at its principal executive office. Such notices, demands, claims and
other communications shall be deemed given:


 


(a)in the case of delivery by overnight
service with guaranteed next day delivery, the next day or the day designated for delivery;


 


(b)in the case of certified or registered
U.S. mail, five days after deposit in the U.S. mail; or


 


(c)in the case of facsimile or email,
the date upon which the transmitting party received confirmation of receipt; provided, however, that in no event shall any
such communications be deemed to be given later than the date they are actually received, provided they are actually received.


 


In the event a communication is not received, it shall only
be deemed received upon the showing of an original of the applicable receipt, registration or confirmation from the applicable
delivery service. Communications that are to be delivered by U.S. mail or by overnight service to the Company shall be directed
to the attention of the Company’s Corporate Secretary, unless otherwise provided in the Participant’s Award Agreement.


 


Section 7.16Forfeiture Events.
The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an
Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in
addition to any otherwise applicable vesting or performance conditions of an Award. Such events include, but are not limited to,
termination of employment for cause, termination of the Participant’s provision of Services to the Company or any Subsidiary,
violation of material Company or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants
that may apply to the Participant, or other conduct of the Participant that is detrimental to the business or reputation of the
Company or any Subsidiary.


 


Section 7.17Regulatory Requirements.
The grant and settlement of Awards under this Plan shall be conditioned upon and subject to compliance with Section 18(k) of the
Federal Deposit Insurance Act, 12 U.S.C. 1828(k), and the rules and regulations promulgated thereunder.


 


Section 7.18Clawback
Policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company,
as a result of misconduct, with any financial reporting requirement under the federal securities laws, any Participant who is subject
to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall reimburse the Company the amount of any payment
in settlement of an Award earned or accrued during the twelve month period following the first public issuance or filing with the
SEC (whichever first occurred) of the financial document embodying such financial reporting requirement.


 






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In addition, Awards granted hereunder are
subject to any clawback policy adopted by the Board from time to time.


 


ARTICLE 8 - DEFINED TERMS; CONSTRUCTION


 


Section 8.1In addition to the
other definitions contained herein, unless otherwise specifically provided in an Award Agreement, the following definitions shall
apply:


 


(a)“10% Stockholder”
means an individual who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company.


 


(b)“Award” means
any Stock Option, Restricted Stock, Restricted Stock Unit, Performance, Unrestricted Share or Dividend Equivalent Right Award or
any or all of them, granted to a Participant under the Plan.


 


(c)“Award Agreement”
means the written or electronic agreement between the Company and each Participant which evidences the terms and conditions of
an Award under the Plan. Such document is referred to as an agreement, regardless of whether a Participant’s signature is
required. If there is a conflict between the terms of this Plan and the terms of an Award Agreement, the terms of this Plan will
govern.


 


(d)“Board” means
the Board of Directors of the Company.


 


(e)“Cause” means
(i) “Cause” as defined in the Award Agreement; (ii) “Cause” as defined in any written employment agreement
(or other similar written agreement) between the applicable Participant and the Company or a Subsidiary; or (iii) if “Cause”
is not defined in an applicable Award Agreement or employment agreement, “Cause” means termination because of a Participant’s
personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, material breach of the
Bank’s Code of Ethics, material violation of the Sarbanes-Oxley requirements for officers of public companies that in the
reasonable opinion of the Chief Executive Officer of the Bank or the Board will likely cause substantial financial harm or substantial
injury to the reputation of the Bank, willfully engaging in actions that in the reasonable opinion of the Board will likely cause
substantial financial harm or substantial injury to the business reputation of the Bank, intentional failure to perform stated
duties, willful violation of any law, rule or regulation (other than routine traffic violations or similar offenses) or final cease-and-desist
order, or material breach of any provision of the contract.


 


(f)“Change in Control”
has the meaning ascribed to it in Section 4.2.


 


(g)“Code” means the
Internal Revenue Code of 1986, as amended, and any rules, regulations and guidance promulgated thereunder, as modified from time
to time.


 






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(h)“Code Section 409A”
means the provisions of Section 409A of the Code and any rules, regulations and guidance promulgated thereunder, as modified from
time to time.


 


(i)“Covered Employee”
has the meaning given the term in Code Section 162(m), and shall also include any other Employee who may become a Covered Employee
before an Award vests, as the Committee may determine in its sole discretion.


 


(j)“Director” means:
(i) a member of the Board of Directors of the Company or a Subsidiary; or (ii) a member of an advisory board to the Board of Directors
of the Company or Subsidiary. Any Director who is also employed by the Company or a Subsidiary shall not be eligible to receive
any Awards as a Director.


 


(k)“Disability” or
“Disabled” means (i) “Disability” as defined in the Award agreement; (ii) “Disability”
as defined in any written employment agreement (or other similar written agreement) between the applicable Participant and the
Company or a Subsidiary; or (iii) if “Disability” is not defined in an applicable Award Agreement or employment agreement,
or the Award is subject to Code Section 409A, “Disability” means that a Participant: (x) is unable to engage in
any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less than twelve months; or (y) is, by reason of
any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for
a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months
under an accident and health plan covering Employees. Except to the extent prohibited under Code Section 409A for an Award subject
to Code Section 409A, the Committee shall have discretion to determine if a termination due to Disability has occurred.


 


(l)“Dividend Equivalent Rights”
means the right to receive a payment, in cash or stock, as applicable, equal to the amount of dividends paid on a Share, as specified
in the Award Agreement.


 


(m)“Employee” means
any person employed by the Company or any Subsidiary. Directors who are also employed by the Company or a Subsidiary shall be considered
Employees under the Plan and shall not be eligible to receive any Awards as a Director.


 


(n)“Exchange” means
any national securities exchange on which the Shares may from time to time be listed or traded.


 


(o)“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time.


 


(p)“Exercise Price”
means the price established with respect to a Stock Option pursuant to Section 2.2.


 


(q)“Fair Market Value”
on any date, means: (i) if the Shares are listed on an Exchange, the closing sales price on such Exchange on such date or, in the
absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported,
in either case without regard to after-hours trading activity; or (ii) if the Shares are not listed on an Exchange, “Fair
Market Value” shall mean a price determined by the Committee in its sole discretion in good faith on the basis of objective
criteria consistent with the requirements of Code Section 422 and applicable provisions of Section 409A.


 






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(r)“Immediate Family Member”
means with respect to any Participant: (i) any of the Participant’s children, stepchildren, grandchildren, parents, stepparents,
grandparents, spouses, former spouses, siblings, nieces, nephews, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law,
brothers-in-law or sisters-in-law, including relationships created by adoption; (ii) any natural person sharing the Participant’s
household (other than as a tenant or employee, directly or indirectly, of the Participant); (iii) a trust in which any combination
of the Participant and persons described in section (i) and (ii) above own more than fifty percent (50%) of the beneficial interests;
(iv) a foundation in which any combination of the Participant and persons described in sections (i) and (ii) above control management
of the assets; or (v) any other corporation, partnership, limited liability company or other entity in which any combination of
the Participant and persons described in sections (i) and (ii) above control more than fifty percent (50%) of the voting interests.


 


(s)“ISO” has the
meaning ascribed to it in Sections 2.1(a) and 2.2.


 


(t)“Non-Qualified Option”
means the right to purchase Shares that is either: (i) granted to a Participant who is not an Employee; or (ii) granted to an Employee
and either is not designated by the Committee to be an ISO or does not satisfy the requirements of Section 422 of the Code.


 


(u)“Participant”
means any individual who has received, and currently holds, an outstanding Award under the Plan.


 


(v)“Performance Award”
has the meaning ascribed to it in Sections 2.1(d) and 2.5.


 


(w)“Restricted Stock”
or “Restricted Stock Award” has the meaning ascribed to it in Sections 2.1(b) and 2.3. 


 


(x)“Restricted Stock Unit”
has the meaning ascribed to it in Sections 2.1(c) and 2.4.


 


(y)“Restriction Period”
has the meaning set forth in Section 2.4(b)(iii).


 


(z)“Retirement” means,
unless otherwise specified in an Award Agreement, retirement from employment as an Employee on or after the attainment of age 65,
or Termination of Service as a Director on or after the attainment of the latest age at which a Director is eligible for election
or appointment as a voting member of the Employer’s Board of Directors under the Employer’s charter, or if there are
no age limitations for serving as a Director, then age 70, provided, however, that unless otherwise specified in an Award
Agreement, an Employee who is also a Director shall not be deemed to have terminated due to Retirement for purposes of vesting
of Awards and exercise of Stock Options until both Service as an Employee and Service as a Director has ceased. A non-Employee
Director will be deemed to have terminated due to Retirement under the provisions of this Plan only if the non-Employee Director
has terminated Service on the Board(s) of Directors of the Company and any Subsidiary or affiliate in accordance with applicable
Company policy, following the provision of written notice to such Board(s) of Directors of the non-Employee Director’s intention
to retire. A non-employee Director who continues in Service as a director emeritus or advisory director shall be deemed to be in
Service of the Employer for purposes of vesting of Awards and exercise of Stock Options.


 






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(aa)“SEC” means the
United States Securities and Exchange Commission.


 


(bb)“Securities Act”
means the Securities Act of 1933, as amended from time to time.


 


(cc)“Service” means
service as an Employee or non-employee Director of the Company or a Subsidiary, as the case may be, and shall include service as
a director emeritus or advisory director. Service shall not be deemed interrupted in the case of sick leave, military leave or
any other absence approved by the Company or a Subsidiary, in the case of transferees between payroll locations or between the
Company, a Subsidiary or a successor.


 


(dd)“Share” means
a share of the common stock of the Company, $0.01 par value per share.


 


(ee)“Stock Option”
has the meaning ascribed to it in Section 2.1(a) and 2.2.


 


(ff)“Subsidiary”
means any corporation, affiliate, bank or other entity which would be a subsidiary corporation with respect to the Company as defined
in Code Section 424(f) and, other than with respect to an ISO, shall also mean any partnership or joint venture in which the
Company and/or other Subsidiary owns more than 50% of the capital or profits interests.


 


(gg)“Termination of Service”
means the first day occurring on or after a grant date on which the Participant ceases to be an Employee or Director (including
a director emeritus or advisory director) of the Company or any Subsidiary, regardless of the reason for such cessation, subject
to the following:


 


(i)The Participant’s
cessation as an Employee shall not be deemed to occur by reason of the transfer of the Participant between the Company and a Subsidiary
or between two Subsidiaries.


 


(ii)The Participant’s
cessation as an Employee shall not be deemed to occur by reason of the Participant’s being on a bona fide leave of absence
from the Company or a Subsidiary approved by the Company or Subsidiary otherwise receiving the Participant’s Services, provided
such leave of absence does not exceed six months, or if longer, so long as the Employee retains a right to reemployment with the
Company or Subsidiary under an applicable statute or by contract. For these purposes, a leave of absence constitutes a bona fide
leave of absence only if there is a reasonable expectation that the Employee will return to perform Services for the Company or
Subsidiary. If the period of leave exceeds six months and the Employee does not retain a right to reemployment under an applicable
statute or by contract, the employment relationship is deemed to terminate on the first day immediately following such six month
period. For purposes of this sub-section, to the extent applicable, an Employee’s leave of absence shall be interpreted by
the Committee in a manner consistent with Treasury Regulation Section 1.409A-1(h)(1).


 






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(iii)If, as a result of a
sale or other transaction, the Subsidiary for whom Participant is employed (or to whom the Participant is providing Services) ceases
to be a Subsidiary, and the Participant is not, following the transaction, an Employee of the Company or an entity that is then
a Subsidiary, then the occurrence of such transaction shall be treated as the Participant’s Termination of Service caused
by the Participant being discharged by the entity for whom the Participant is employed or to whom the Participant is providing
Services.


 


(iv)Except to the extent Section
409A of the Code may be applicable to an Award, and subject to the foregoing paragraphs of this sub-section, the Committee shall
have discretion to determine if a Termination of Service has occurred and the date on which it occurred. In the event that any
Award under the Plan constitutes Deferred Compensation (as defined in Section 2.9 hereof), the term Termination of Service shall
be interpreted by the Committee in a manner consistent with the definition of “Separation from Service” as defined
under Code Section 409A and under Treasury Regulation Section 1.409A-1(h)(ii). For purposes of this Plan, a “Separation from
Service” shall have occurred if the Bank and Participant reasonably anticipate that no further Services will be performed
by the Participant after the date of the Termination of Service (whether as an employee or as an independent contractor) or the
level of further Services performed will be less than 20% of the average level of bona fide Services in the 36 months immediately
preceding the Termination of Service. If a Participant is a “Specified Employee,” as defined in Code Section 409A and
any payment to be made hereunder shall be determined to be subject to Code Section 409A, then if required by Code Section 409A,
such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day
of the seventh month following Participant’s Separation from Service.


 


(v)With respect to a Participant
who is a director, cessation as a Director will not be deemed to have occurred if the Participant continues as a director emeritus
or advisory director. With respect to a Participant who is both an Employee and a Director, termination of employment as an Employee
shall not constitute a Termination of Service for purposes of the Plan so long as the Participant continues to provide Service
as a Director or director emeritus or advisory director.


 


(hh) “Unrestricted Shares”
has the meaning ascribed to it in Sections 2.1(a) and 2.6. 


 


(ii)“Voting Securities”
means any securities which ordinarily possess the power to vote in the election of directors without the happening of any pre-condition
or contingency.


 


Section 8.2In this Plan, unless
otherwise stated or the context otherwise requires, the following uses apply:


 


(a)actions permitted under this Plan
may be taken at any time and from time to time in the actor’s reasonable discretion;


 






    26 


     


    

 


(b)references to a statute shall refer
to the statute and any successor statute, and to all regulations promulgated under or implementing the statute or its successor,
as in effect at the relevant time;


 


(c)in computing periods from a specified
date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and
including,” and the words “to,” “until” and “ending on” (and the like) mean “to,
but excluding”;


 


(d)references to a governmental or quasi-governmental
agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority
or instrumentality;


 


(e)indications of time of day mean Eastern
Time;


 


(f)“including” means “including,
but not limited to”;


 


(g)all references to sections, schedules
and exhibits are to sections, schedules and exhibits in or to this Plan unless otherwise specified;


 


(h)all words used in this Plan will
be construed to be of such gender or number as the circumstances and context require;


 


(i)the captions and headings of articles,
sections, schedules and exhibits appearing in or attached to this Plan have been inserted solely for convenience of reference and
shall not be considered a part of this Plan nor shall any of them affect the meaning or interpretation of this Plan or any of its
provisions;


 


(j)any reference to a document or set
of documents in this Plan, and the rights and obligations of the parties under any such documents, shall mean such document or
documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof;
and


 


(k)all accounting terms not specifically
defined herein shall be construed in accordance with GAAP


 


 



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