Exhibit 10.15


 


Penko
Ivanov Employment Agreement


 


This Employment
Agreement (the “Agreement”) is made and entered into as of September 26, 2016 effective September 26, 2016
by and among Penko Ivanov (the “Executive”) on the one side, and Bankwell Financial Group, Inc., a Connecticut
bank holding company (the “Company”) and its wholly-owned bank subsidiary, Bankwell Bank (the "Bank")
on the other. Unless a distinction is appropriate, the term "Company" in this Agreement shall include the Bank.


 


WHEREAS,
the Executive currently is not employed by the Company;


 


WHEREAS Company
desires to employ the Executive on the terms and conditions set forth herein; and


 


WHEREAS,
the Executive desires to be employed by the Company on such terms and conditions.


 


NOW, THEREFORE,
in consideration of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:


 


1.          Term.
The Executive’s employment hereunder shall be effective as of September 26, 2016 (the “Effective Date”)
and shall continue until September 26, 2017, unless terminated earlier pursuant to Section 5 of this Agreement. The period during
which the Executive is employed by the Company hereunder including any renewal term is hereinafter referred to as the “Employment
Term.” The Company shall notify the Executive no later than June 1, 2017 if it wishes to extend the Employment Term
for an additional two years. If the Company provides such notice, the Employment Term shall not expire until September 26, 2019.
If so extended, the Company may further extend the Employment Term for additional one year terms on an annual basis thereafter
by providing such notice no later than June 1in the year in which the Term is to expire. If the Company does not provide such
notice by June 1 in the applicable year, the Employment Term shall expire on the September 26 termination date. If the Employment
Term is extended as provided herein, all of the provisions of this Agreement shall remain in effect during the period of such
extension unless otherwise agreed in writing. If the Employment Term is not extended by the Company for two years following the
initial term expiration date of September 26, 2017, Company shall pay to Executive a one-time lump sum cash severance payment
of $137,500; this shall be in addition to any payments due to Executive under Section 5.1(a) below.


 


2.          Position
and Duties.


 


2.1           Position.
The Executive will serve as Executive Vice President, Chief Accounting Officer of the Bank until the Bank has filed its quarterly
report on Form 10-Q for the third quarter 2016 with the Securities Exchange Commission, at which time he shall automatically assume
the position of Chief Financial Officer, having such power, authority and responsibility and performing such duties as are prescribed
by or under the Bylaws of the Company and as are customarily associated with such positions as reasonably determined by the Company’s
Chief Executive Officer. The Executive shall, if requested, also serve as a member of the Board of Directors of Bank affiliates
or as an officer or director of any affiliate of the Company for no additional compensation.


 




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2.2           Reporting/Flexibility.
Executive shall report directly to the Chief Executive Officer of the Company. The Company’s Chief Executive Officer may,
during the Employment Term, alter Executive’s job, position and/or reporting responsibilities as he deems appropriate to
the effective management of the Company, provided that Executive shall at all times be on the senior executive team and shall
at all times be a direct report to the Company’s Chief Executive Officer.


 


2.3           Effort
and Exclusivity. The Executive shall devote substantially all of his business time and attention (other than during weekends,
holidays, vacation periods, and periods of illness or leaves of absence) to the performance of the Executive's duties hereunder
and will not engage in any other business, profession or occupation for compensation or otherwise which could conflict or interfere
with the performance of such services either directly or indirectly without the prior written consent of the Chairman of the Compensation
Committee. Notwithstanding the foregoing, the Executive will be permitted to:


 


(a)     (i)
with the prior written consent of the Company’s Chairman of the Compensation Committee act or serve as a director, trustee,
committee member or principal of any type of business, civic or charitable organization, (ii) deliver lectures or fulfill speaking
engagements, and (iii) manage personal investments; and


 


(b)     with
the prior written consent of the Company’s Chairman of the Compensation Committee purchase or own less than two percent
(2%) of the securities or ownership interests of any corporation, partnership or limited liability company; provided that, such
ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls,
such corporation, partnership or limited liability company; provided further that, the activities described in clauses (a) and
(b) do not materially interfere with the performance of the Executive's duties and responsibilities to the Company as provided
hereunder.


 


Attached as Schedule A
to the Agreement is a list of pre-approved outside engagements of the Executive.


 


3.          Place
of Performance. The principal place of the Executive’s employment shall be the Company’s executive office currently
located in New Canaan, Connecticut; provided that, the Executive will be required to travel on Company business during the Employment
Term as his responsibilities require.


 


4.          Compensation.


 


4.1           Base
Salary. The Company shall pay the Executive an annual rate of base salary of $275,000.00 in periodic installments in accordance
with the Company’s customary payroll practices, but no less frequently than monthly. The Executive’s annual base salary
may be increased from time to time by the Compensation Committee, but may not be decreased without the Executive’s written
consent. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base
Salary”.


 


4.2           Annual
Incentive Plan or Program. The Executive shall be entitled to participate in the annual incentive compensation plan or program
(“Annual Incentive”) available to other similarly situated executives of the Company, with customized targets
and incentives as determined by the Company. The target cash incentive for calendar year 2016 is 30% of Base Salary.


 


4.3           Long
Term Plan. The Executive shall be entitled to participate in any long term incentive compensation plan or program available
to other similarly situated executives of the Company, with customized targets and incentives as determined by the Company. The
long term plan may be incorporated into or overlap with the Equity Awards program.


 




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4.4           Equity
Awards. During the Employment Term, the Executive shall be eligible to participate in equity awards under the 2012 Bankwell
Financial Group, Inc. Stock Plan or any successor plan (“Equity Awards”) as available to other similarly situated
executives of the Company, with customized targets and incentives as determined by the Company. In addition, an initial equity
award will be made of 7,500 shares of restricted stock vesting ratably over the first 4 anniversary dates of your hire (1,875
shares per year). This restricted stock and any future grants will be granted pursuant to a separate Restricted Stock Agreement.


 


4.5           Fringe
Benefits and Perquisites. During the Employment Term, the Executive shall be entitled to participate in programs or policies
that provide fringe benefits and perquisites consistent with the practices of the Company and as available to other similarly
situated executives of the Company, with customized targets and benefits as determined by the Company.


 


4.6           Employee
Benefits. During the Employment Term, the Executive shall be entitled to participate in all general employee benefit plans,
practices and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”),
on a basis which is no less favorable than is provided to other similarly situated executives of the Company, to the extent consistent
with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or cancel
any Employee Benefit Plan at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable
law.


 


4.7           Business
Expenses. Upon submission of appropriate invoices or vouchers, the Company shall pay or reimburse the Executive for all reasonable
expenses incurred by him in the performance of his duties under this Agreement in furthering the business, and in keeping with
the policies, of the Company; provided, however, that the Executive will receive a monthly allowance of five hundred dollars ($500)
in lieu of receiving reimbursements for business mileage and business phone usage.


 


4.8           Vacation.
The Executive is entitled to paid time-off (“PTO”) as outlined in the Company’s personnel policy.


 


4.9           Insurance
Policies.


 


  (i)          Key
Man/BOLI Insurance. The Executive shall permit the Company to insure his life under a policy or policies of life insurance
issued by an insurance company or companies selected by the Company, and to name the Company as sole or primary beneficiary thereunder.
The Executive agrees to submit to any physical examinations which may be reasonably required in connection with such policies.


 


  (ii)         Life
Insurance. The Company shall provide the Executive with life insurance coverage in such form and amount as is consistent
with that provided to other Company employees.


 


  (iii)        Disability
Insurance. The Company shall provide the Executive with short term and long term disability insurance coverage
in such form and amount as is consistent with that provided to other Company employees.


 


In accordance with HIPAA, all
information obtained in connection with the above-referenced insurance will be regarded as confidential and subject to applicable
privacy laws.


 




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4.10         Clawback
Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any
other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which
is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions
and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or
any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).


 


4.11         Required
Regulatory Provisions. Notwithstanding anything herein contained to the contrary, any payments to the Executive by the Company,
whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the
Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.


 


4.12         Standard
Deductions. All payments made under this Agreement shall be subject to any and all applicable taxes and withholdings and to
the Company’s standard payroll practices.


 


5.          Termination
of Employment. The Employment Term and the Executive’s employment hereunder may be terminated by the Company at any
time and for any reason. The Executive may resign his employment at any time subject to the terms hereof. Upon termination of
the Executive’s employment during the Employment Term, the Executive shall be entitled to the compensation and benefits
described in this Section 5 and shall have no further rights to any compensation or any other benefits from the Company,
the Bank or any of their affiliates.


 


5.1          Expiration
of the Term, for Cause or Without Good Reason.


 


(a)   The
Executive’s employment hereunder may be terminated upon the expiration of the Employment Term without renewal by the Company
in accordance with Section 1, or during the Employment Term by the Company for Cause or by the Executive without Good Reason.
If the Executive’s employment is so terminated, the Executive shall be entitled to receive:


 


(i)     any
accrued but unpaid Base Salary and accrued but unused vacation pay which shall be paid on the pay date immediately following the
Termination Date (as defined in Section 5.6 below) in accordance with the Company’s customary payroll procedures;


 


(ii)    any
earned but unpaid Annual Incentive with respect to any completed calendar year immediately preceding the Termination Date, which
shall be paid on the otherwise applicable payment date, except to the extent payment is otherwise deferred pursuant to any applicable
deferred compensation arrangement;


 


(iii)   reimbursement
for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the
Company’s expense reimbursement policy; and


 


(iv)   such
employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s
employee benefit plans or Equity Awards as of the Termination Date; provided that, in no event shall the Executive be entitled
to any payments in the nature of severance or termination payments except as specifically provided herein.


 




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Items 5.1(a)(i) through 5.1(a)(iv)
are referred to herein collectively as the “Accrued Amounts”.


 


(b)   For
purposes of this Agreement, “Cause” shall mean:


 


(i)     the
Executive’s conviction of any crime involving fraud, embezzlement, theft or dishonesty, moral turpitude or any similar issue
that in the reasonable opinion of the Board of Directors of the Company would materially and negatively impact the reputation
of the Company, the Bank or any of their affiliates or the Executive’s ability to perform his duties hereunder;


 


(ii)    serious
willful misconduct by the Executive, including a material violation of the Company’s Code of Conduct or the Executive’s
material personal dishonesty in connection with the business or customers of the Company or the material breach of fiduciary duty
to the Company, the Bank or their customers for personal profit;


 


(iii)   any
material breach by the Executive of this Agreement;


 


(iv)   any
willful failure by the Executive to follow a reasonable and lawful directive of the Company as described in Sections 2.1 and 2.2
above, other than any failure resulting from the Executive’s incapacity due to physical or mental injury or illness;


 


(v)    any
willful failure to keep Confidential Information of the Company, Bank or their affiliates confidential in violation of the terms
of this Agreement;


 


(vi)   the
Executive’s arrest for any crime involving fraud, embezzlement, theft or dishonesty that in the reasonable opinion of a
majority of the full membership of the Board of Directors of the Company excluding the Executive which, as direct result of such
arrest, has caused a material negative impact on the reputation of the Company or the Bank or prevents the Executive from substantially
performing his duties hereunder; or


 


(vii)  if
the regulatory authorities of the Company or the Bank issue an order removing the Executive from his positions at the Company
or the Bank, or if such regulatory authorities inform the Board of Directors that the continuation of the Executive in his officer
positions at the Company or the Bank would constitute an unsafe and unsound banking practice.


 


For purposes
of this Agreement, no act or failure to act on the part of the Executive shall be considered “willful” unless it is
done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission
was in the best interests of the Company and the Bank. Any act or failure to act based upon authority given pursuant to a resolution
duly adopted by the Board of Directors of the Company or either of the Bank or based upon the written advice of counsel for the
Company or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the
best interests of the Company and the Bank. The Executive’s termination of employment shall not be deemed to be for Cause
unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote
of the majority of the Board of Directors of the Company called and held for such purpose (after reasonable notice is provided
to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board of Directors)
finding that, in the good faith opinion of the Board of Directors, the Executive is guilty of any of the conduct described above,
and specifying the particulars thereof in detail. To the extent that the Board of Directors wishes to terminate the Executive
for Cause and the action or actions giving rise to Cause may be cured by the Executive, the Board of Directors will provide the
Executive a thirty (30) day period within which he may cure such action or actions.


 




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In the event
that the Executive is terminated for Cause based on Section 5.1(b)(i) or (vii) above and, after the case is fully adjudicated
(including all appeals), the Executive is subsequently found innocent of these charges on the merits of the case by any court
of competent jurisdiction or the appropriate administrative agency, then the Executive will be entitled to receive at that time
the amounts payable due to a termination without Cause. Such amounts will be paid no later than the end of the calendar year in
which the Executive is fully adjudicated to be innocent of the charges.


 


(c)   For
purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, in each case during
the Employment Term without the Executive’s written consent:


 


(i)     a
reduction in the Executive's Base Salary;


 


(ii)    a
material reduction in the Executive's target annual incentive opportunity under any annual incentive compensation or incentive
plan or program;


 


(iii)   any
breach by the Company of any material provision of this Agreement;


 


(iv)   the
Company's failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where
such assumption occurs by operation of law;


 


(v)    a
material, adverse change in the Executive's title, authority, duties or responsibilities (other than with consent as provided
for in Section 2.2 above and/or temporarily while the Executive is physically or mentally incapacitated or as required by applicable
law); or


 


(vi)   relocation
of Executive’s principal place of business more than 50 miles from the Company’s executive office currently located
in New Canaan, Connecticut, without Executive’s agreement.


 


The Executive
cannot terminate his employment for Good Reason unless he has provided written notice to the Company of the existence of the circumstances
providing grounds for termination for Good Reason within thirty (30) days of Executive’s knowledge of the initial existence
of such grounds and the Company has had thirty (30) days from the date on which such notice is provided to cure such circumstances.
If the Company remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with
respect to such condition. If the Company does not remedy the condition within such thirty (30) day cure period, then the Executive
may deliver a notice of termination for Good Reason at any time within sixty (60) days following the expiration of such cure period.
If the Executive does not terminate his employment for Good Reason within sixty (60) days following the expiration of the cure
period, then the Executive will be deemed to have waived his right to terminate for Good Reason with respect to such grounds.


 




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5.2          Without
Cause or for Good Reason. The Employment Term and the Executive's employment hereunder may be terminated by the Executive
for Good Reason or by the Company without Cause. In the event of such termination (unless Section 5.4 below is applicable),
the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's compliance with Section 6, Section
7 and Section 8 of this Agreement and his execution of a release of claims in favor of the Company, the Bank and their
affiliates and their respective officers and directors in a commercially reasonable form provided by the Company (a "Release"
attached hereto as Exhibit A) and such Release becoming effective as provided therein ("Release Execution Period"),
the Executive shall be entitled to receive the following:


 


(a)   A
lump sum payment equal to the greater of (i) the amount of Base Salary that would otherwise be due through the end of the Term
of Employment; and (ii) a minimum payment of 0.5 times Base Salary. The lump sum payment shall be paid within thirty (30) business
days following the expiration of the Release Execution Period;


 


(b)   A
payment equal to the product of (i) the target annual Incentive that the Executive could have earned under any incentive compensation
or incentive plan or program (the “Target Incentive”) for the full calendar year in which the Date of Termination
occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the
year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March
15th of the year following the year in which the Termination Date occurs;


 


(c)   If
the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"),
the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself
and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid
to the Executive on or before the fifteenth (15th) day of the month immediately following the month in which the Executive timely
remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the expiration
of the twelve (12) month period beginning on the Termination Date (the “Severance Period”); (ii) the date the
Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive receives/becomes
eligible to receive substantially similar coverage from another employer; and


 


(d)   The
treatment of any outstanding equity awards shall be determined in accordance with the terms of the relevant plan and the applicable
award agreements, provided however with respect to the initial equity award set forth in Section 4.4, the Restricted Shares that
would have vested on the vesting date immediately following termination for any reason other than Cause or Executive’s voluntary
resignation shall automatically become vested upon such termination.


 


5.3          Death
or Disability.


 


(a)   The
Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment Term,
and the Company may terminate the Executive’s employment on account of the Executive’s Disability.


 




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(b)   If
the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability,
the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:


 


(i)     the
Accrued Amounts; and


 


(ii)    the
treatment of any outstanding equity awards shall be determined in accordance with the terms of applicable plan and the applicable
award agreements.


 


(c)   For
purposes of this Agreement, Disability shall mean that the Executive is entitled to receive long-term disability benefits under
the Company's long-term disability plan, or if there is no such plan, the Executive's inability, due to physical or mental incapacity,
to substantially perform his duties and responsibilities under this Agreement for ninety (90) days out of any three hundred sixty-five
(365) day period; provided however, in the event the Company temporarily replaces the Executive, or transfers the Executive's
duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental
or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive shall not be able to resign
with Good Reason as a result thereof.


 


Any question
as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in
writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company
cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select
a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive
shall be final and conclusive for all purposes of this Agreement.


 


5.4          Change
in Control Termination.


 


(a)   Notwithstanding
any other provision contained herein, if the Executive's employment hereunder is terminated by the Executive for Good Reason or
by the Company without Cause (other than on account of the Executive's death or Disability), in each case either concurrently
with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts
and, subject to the Executive's compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution
of a Release which becomes effective as provided therein, for which the Company assigns significant value in agreeing to this
Section 5.4, the Executive shall be entitled to receive the following:


 


(i)     a
lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Incentive for the year in which
the Termination Date occurs, which shall be paid within thirty (30) business days following the expiration of the Release Execution
Period;


 


(ii)     a
payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii)
a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination
and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year
following the year in which the Termination Date occurs;


 




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(iii)   If
the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the
difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount
paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day of
the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible
to receive such reimbursement until the earliest of: (A) the two year anniversary of the termination date; (B) the date the Executive
is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible
to receive substantially similar coverage from another employers; and


 


(iv)   The
terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for
vesting and/or exercise periods , provided however with respect to the initial equity award set forth in Section 4.4, the Restricted
Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon
such termination.


 


(b)   For
purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:


 


(i)     one
person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held
by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the
stock of the Company; provided that, a Change in Control shall not occur if any person (or more than one person acting as a group)
owns more than fifty percent (50%) of the total fair market value or total voting power of the Company's stock and acquires additional
stock; and


 


(ii)    a
majority of the members of the Board of Directors of the surviving Company following the Change in Control were not Directors
of the Company before the Change in Control.


 


For purposes
of this Agreement, the terms "person" and "acting as a group" shall have the meanings specified in the Internal
Revenue Code and the regulations thereunder. In no event, however, shall a Change in Control be deemed to have occurred as a result
of any acquisition of securities or assets of the Company, the Bank, or a subsidiary of either of them, by the Company, the Bank,
or any subsidiary of either of them, or by any employee benefit plan maintained by any of them. The defined circumstances herein
are intended to be read to be consistent with the provisions of Section 409A of the Code and the regulations thereunder.


 


In no event
shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and except as provided with respect to COBRA reimbursements, any
amounts payable pursuant to this Agreement shall not be reduced by compensation the Executive earns on account of employment with
another employer.


 




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5.5          Notice
of Termination. Any termination of the Executive’s employment hereunder by the Company or by the Executive during the
Employment Term (other than termination pursuant to Section 5.3(a) on account of the Executive’s death) shall be communicated
by a written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section
24. The Notice of Termination shall specify:


 


(a)   The
termination provision of this Agreement relied upon;


 


(b)   To
the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment
under the provision so indicated; and


 


(c)   The
applicable Termination Date.


 


5.6          Termination
Date. The Executive’s Termination Date shall be:


 


(a)   If
the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s
death;


 


(b)   If
the Executive’s employment hereunder is terminated on account of the Executive’s Disability, the date that it is determined
that the Executive has a Disability;


 


(c)   If
the Company terminates the Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered to
the Executive;


 


(d)   If
the Company terminates the Executive’s employment hereunder without Cause, the date specified in the Notice of Termination,
which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that,
the Company shall have the option to provide the Executive with a lump sum payment equal to thirty (30) days’ Base Salary
in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this
Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered;


 


(e)   If
the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice
of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered;
provided that, the Company may waive all or any part of the thirty (30) day notice period for no consideration by giving written
notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined
by the Company; and


 


(f)    If
the Executive’s employment hereunder terminates because the Company provides notice of non-renewal pursuant to Section 1,
the end of the Employment Term.


 


Notwithstanding
anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation
from service” within the meaning of Section 409A.


 


5.7          Mitigation.
In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement and except as provided with respect to COBRA reimbursements,
any amounts payable pursuant to this Section 5 shall not be reduced by compensation the Executive earns on account of employment
with another employer.


 




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5.8          Resignation
of All Other Positions. Upon termination of the Executive’s employment hereunder for any reason, the Executive agrees
to resign, effective on the Termination Date and shall be deemed to have resigned from all positions that the Executive holds
as an officer or member of the Board of Directors (or a committee thereof) of the Company, the Bank or any of their affiliates.


 


5.9          Section
280G.


 


(a)   If
any of the payments or benefits received or to be received by the Executive (including, without limitation, any payment or benefits
received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant to the terms
of this Agreement or any other plan, arrangement or agreement, or otherwise) (all such payments collectively referred to herein
as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the excise tax imposed under
Section 4999 of the Code (the “Excise Tax”), the Executive shall receive the greatest of the following, whichever
gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes):


 


(1)          the
280G Payments, or


 


(2)          one
dollar less than the amount of the Payments that would subject the Executive to the Excise Tax (the “Safe Harbor Amount”).


 


If a reduction
in the 280G Payments is necessary so that the 280G Payments equal the Safe Harbor Amount and none of the 280G Payments constitute
a deferral of compensation within the meaning of and subject to Section 409A (“Nonqualified Deferred Compensation”),
then the reduction shall occur in the manner the Executive elects in writing prior to the date of payment. If any 280G Payments
constitute Nonqualified Deferred Compensation or if the Executive fails to elect an order, then the 280G Payments to be reduced
will be determined in a manner which has the least economic cost to the Executive and, to the extent the economic cost is equivalent,
will be reduced in the inverse order of when payment would have been made to you, until the reduction is achieved.


 


(b)   All
calculations and determinations under this Section 5.9 shall be made by an independent accounting firm or independent tax
counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on
the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section
5.9, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G
and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents
as the Tax Counsel may reasonably request in order to make its determinations under this


 


Section 5.9.
The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.


 


(c)   The
Executive hereby agrees with the Company and any successor thereto to in good faith consider and take steps commonly used to minimize
or eliminate any “parachute payments” within the meaning of Section 280G of the Code if requested to do so by the
Company or any successor thereto; provided, however, that the foregoing language shall neither require the Executive to take or
not take any specific action in furtherance thereof nor contravene, limit or remove any right or privilege provided to the Executive
under this Agreement.


 




    	 	11	 



     


    

 


 


6.          Cooperation.
The parties agree that certain matters in which the Executive will be involved during the Employment Term may necessitate the
Executive’s reasonable cooperation post termination of employment. Accordingly, following the termination of the Executive’s
employment for any reason, to the extent reasonably requested by the Board and subject to the Executive’s reasonable availability
due to his commitment to a new employer or business, the Executive shall cooperate with the Company in connection with matters
arising out of the Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize
disruption of the Executive’s other activities. The Company shall reimburse the Executive for reasonable expenses incurred
in connection with such cooperation and, to the extent that the Executive is required to spend substantial time on such matters,
the Company shall compensate the Executive at an hourly rate based on the Executive’s Base Salary on the Termination Date.


 


7.          Confidential
Information. The Executive understands and acknowledges that during the Employment Term, he will have access to and learn
about Confidential Information, as defined below.


 


7.1          Confidential
Information Defined.


 


(a)     Definition.


 


For purposes
of this Agreement, “Confidential Information” includes, but is not limited to, all information not generally
known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to the Company,
the Bank or their affiliates, or of any other person or entity that has entrusted information to the Company in confidence.


 


The Executive understands and
agrees that Confidential Information includes information developed by him in the course of his employment by the Company as if
the Company furnished the same Confidential Information to the Executive in the first instance. Confidential Information shall
not include information that is generally available to and known by the public at the time of disclosure to the Executive or later;
provided that, such disclosure is through no direct or indirect fault of the Executive or person(s) acting on the Executive’s
behalf.


 


(b)   Disclosure
and Use Restrictions.


 




    	 	12	 



     


    

 


The Executive
agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose,
publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made
available, in whole or part, to any entity or person whatsoever except as required in the performance of the Executive's authorized
employment duties to the Company; and (iii) not to access or use any Confidential Information, and not to copy any documents,
records, files, media or other resources containing any Confidential Information, or remove any such documents, records, files,
media or other resources from the premises or control of the Company, except as required in the performance of the Executive's
authorized employment duties to the Company and the Bank. Nothing herein shall be construed to prevent disclosure of Confidential
Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction
or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law,
regulation or order.


 


The Executive
understands and acknowledges that his obligations under this Agreement with regard to any particular Confidential Information
shall commence immediately upon the Executive first having access to such Confidential Information (whether before or after he
begins employment by the Company) and shall continue during and after his employment by the Company until such time as such Confidential
Information has become public knowledge other than as a result of the Executive's breach of this Agreement or breach by those
acting in concert with the Executive or on the Executive's behalf. Nothing herein shall prevent the Executive from disclosing
Contract Information to his personal attorneys, accountants and other advisors, as necessary for the performance of their duties
and on a confidential basis. Additionally nothing herein shall prohibit the Executive from retaining, at any time, his personal
correspondence and documents related to his own personal benefits, entitlements and obligations.


 


8.          Restrictive
Covenants.


 


8.1           Acknowledgment.
The Executive understands that the nature of the Executive's position may give him access to and knowledge of Confidential Information
and places him in a position of trust and confidence with the Company. The Executive understands and acknowledges that the intellectual
services he provides to the Company are unique, special or extraordinary.


 


The Executive
further understands and acknowledges that the Company’s ability to reserve these services for the exclusive knowledge and
use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure
by the Executive is likely to result in unfair or unlawful competitive activity.


 


8.2           Non-competition.
Because of the Company's legitimate business interest as described herein and the good and valuable consideration offered to the
Executive, during the Employment Term and for the term of six (6) months, beginning on the last day of the Executive's employment
with the Company, for any reason or no reason and whether employment is terminated at the option of the Executive or the Company
(provided that these restrictions shall NOT apply if Executive’s termination simply occurs because the Company does not
renew this Agreement) , the Executive agrees and covenants not to engage in Prohibited Activity within Fairfield or New Haven
Counties or any other county in which the Company, the Bank or any of their affiliates maintains as of the Termination Date a
branch, loan production office, or mortgage production office and from which the Company does a significant portion of its business.
For the purposes of this Agreement, “significant portion of its business” shall mean ten percent (10%) or more of
the Company’s total interest income for the most recent full twelve month period preceding termination is attributable to
the office(s) in such county (the “Restricted Area”). Without otherwise limiting the foregoing, the Restricted
Area shall not include New York County (Manhattan), New York.


 


For purposes
of this Section 8.2:


 


(a)   “Prohibited
Activity” is activity in which the Executive, directly or indirectly, solely or jointly with any person or persons,
as an employee, consultant, or advisor (whether or not engaged in business for profit), or as an individual proprietor, partner,
shareholder, director, officer, joint venturer, investor or lender, or in any other capacity: (i) becomes affiliated with any
bank or commercial lender headquartered or with branches in the counties in which the Company has branches at the time of employment
termination; or (ii) becomes affiliated with a different Community Banking Institution in the Restricted Area;


 




    	 	13	 



     


    

 


(b)   “become
affiliated” shall mean, without limitation, engaging, participating, or being involved in any respect in the business
of banking (other than as a depositor, borrower or other customer), or furnishing any aid, assistance or service of any kind to
any person in connection with the business of the Company, the Bank and any of their affiliates, and shall include without limitation
being employed by any Community Banking Institution which has a branch or other place of business in the Restricted Area; and


 


(c)   “Community
Banking Institution” shall mean a bank with assets equal to or less than five billion dollars.


 


Nothing herein
shall prohibit the Executive from purchasing or owning less than five percent (5%) of the securities or ownership interests of
any corporation, partnership or limited liability company, provided that such ownership represents a passive investment and that
the Executive is not a controlling person of, or a member of a group that controls, such corporation, partnership or limited liability
company.


 


Notwithstanding
the foregoing, the provisions of this Section 8.2 shall not apply in the event the Executive is employed by the Company
for the entire Employment Term and the Company determines not to renew or extend this Agreement on substantially similar
terms.


 


This Section
8 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot
be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction
or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order.
The Executive shall promptly provide written notice of any such order to the Board of Directors.


 


8.3           Non-solicitation
of Employees. The Executive agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or
recruit, or induce the termination of employment of any employee of the Company, the Bank or any of their Affiliates for the term
of one (1) year, beginning on the last day of the Executive's employment with the Company provided that a general, broad-based
solicitation or advertisement not intentionally directed at such employees shall not be deemed to be a violation of this provision.


 


8.4           Non-solicitation
of Clients. The Executive understands and acknowledges that because of the Executive's experience with and relationship to
the Company, he will have access to and learn about much or all of the clients, prospective clients and referral sources of the
Company, the Bank and their affiliates. The Executive understands and acknowledges that loss of these client and referral relationships
and/or goodwill will cause significant and irreparable harm. The Executive agrees and covenants, for a period of one (1) year,
beginning on the last day of the Executive's employment with the Company, not to directly or indirectly (a) solicit (for services
that are competitive with the Company, the Bank or its Affiliates) any actual or prospective client or client-referral source
who Executive had a direct or indirect business relationship with the Company, the Bank or any of their Affiliates during the
period of time in which the Executive was employed by the Company, it being expressly agreed that soliciting a referral from a
prospective client or client-referral source is included within this prohibition; or (b) encourage any such client or client-referral
source to turn down, terminate or materially reduce a business relationship with the Company, the Bank or any of their affiliates.


 




    	 	14	 



     


    

 


 


8.5           Non-disparagement.
The Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any
public forum any defamatory or disparaging remarks, comments or statements concerning the Company, the Bank, any of their affiliates
or their respective businesses, or any of their employees, officers, and existing and prospective clients, and the Company and
the Bank will not, and shall cause their Board of Directors and their senior executives not to, at any time make, publish or communicate
to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Executive,
provided, however, nothing herein shall prevent a party from (i) responding publicly to incorrect, disparaging or derogatory public
statements to the extent reasonably necessary to correct or refute such public statement or (ii) making any truthful statements
in response to legal or bank regulatory examination process, required governmental testimony or filings, or administrative or
arbitral proceedings


 


8.6           Non-Interference
Covenant. For a period of one (1) year, beginning on the last day of the Executive's employment with the Company, the Executive
covenants and agrees that he will not, directly or indirectly and for whatever reason, whether for his own account or for the
account of any other person, firm, corporation or other organization:


 


(a)         solicit,
engage, employ or with respect to independent contractors, interfere with any of the contracts or relationships of the Company,
the Bank or any of their affiliates with any employee, officer, director or any such independent contractor who is employed by
or associated with the Company, the Bank or any of their affiliates as of the Termination Date; or


 


(b)         actively
solicit or cause to be solicited, or otherwise actively interfere with, any of the contracts or relationships of the Company,
the Bank or any of their affiliates with any customer or client of the Company, the Bank or any of their affiliates.


 


8.7           Business
Materials and Property Disclosure. All written materials, records, and documents made by the Executive or coming into his
possession concerning the business or affairs of the Company, the Bank or any of their affiliates shall be the sole property of
the Company. Upon termination of his employment with the Company, the Executive shall deliver the same to the Company and shall
retain no copies, including but not limited to copies in paper, electronic, digital or any other format. The Executive shall also
return to the Company all other property in his possession owned by the Company upon the termination of his employment. The Executive
may retain the Executive’s rolodex and similar address books provided that such items only include contact information.


 


If a court
or arbitration panel concludes that the time period of the restriction set forth in this Section 8 is not enforceable or
that a specific geographical scope must be stated herein, then the parties agree that such court or arbitration panel may rewrite
the time period of this restriction and/or prescribe a geographical restriction to the maximum enforceable time period and geographical
area permitted by law.


 


9.          Acknowledgement.
The Executive acknowledges and agrees that the services to be rendered by him to the Company are of a special and unique character;
that the Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business and marketing
strategies by virtue of the Executive’s employment; and that the restrictive covenants and other terms and conditions
of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company.


 


The Executive
further acknowledges that the amount of his compensation reflects, in part, his obligations and the Company's rights under Section
7 and Section 8 of this Agreement; that he has no expectation of any additional compensation, royalties or other payment of any
kind not otherwise referenced herein in connection herewith; and that he will not be subject to undue hardship by reason of his
full compliance with the terms and conditions of Section 7 and Section 8 of this Agreement or the Company's enforcement thereof.


 




    	 	15	 



     


    

 


10.         Remedies.
In the event of a breach or threatened breach by the Executive of Section 7 or Section 8 of this Agreement, the
Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary
or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction,
without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the
necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of,
legal remedies, monetary damages or other available forms of relief.


 


11.         Arbitration.
Any dispute whatsoever relating to the Executive’s employment by the Company, or any other dispute arising out of this Agreement
which cannot be resolved by any party upon thirty (30) days’ written notice to the other party, shall be settled by binding
arbitration at a mutually agreed location in Fairfield County, Connecticut in accordance with the then prevailing Employment Dispute
Resolution Rules of the American Arbitration Association. The judgment upon the award rendered by the arbitrators may be entered
in any court of competent jurisdiction. It is the purpose of this Agreement, and the intent of the parties hereto, to make the
submission to arbitration of any dispute or controversy arising out of this Agreement, as set forth hereinabove, binding upon
all parties hereto. This Section 11 shall not in any way restrict the right of the Company to obtain injunctive relief from a
court of competent jurisdiction.


 


All arbitration
costs and all other costs, including but not limited to reasonable attorneys’ fees, incurred by the Executive in an arbitration
proceeding shall be paid by the Company in the event the Executive materially or substantively prevails in such arbitration proceeding.
All arbitration costs and all other costs, including but not limited to reasonable attorneys’ fees, incurred by the Company
in an arbitration proceeding shall be paid by the Executive in the event the Company materially or substantively prevails in such
arbitration proceeding. As part of the judgment rendered by the arbitrators in an arbitration proceeding, the arbitrators shall
determine which party (if any) has materially or substantively prevailed in such arbitration proceeding.


 


12.         Governing
Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Connecticut
without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement that
is not covered by the Arbitration provision of Section 11 above shall be brought only in a state or federal court located in the
state of Connecticut, county of Fairfield. The parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts
and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.


 


13.         Legal
Fees. The Company shall pay or reimburse the Executive for all reasonable and documented legal fees incurred by him in connection
with the negotiation of this Agreement and any other agreements related to Executive’s employment arrangement with the Company,
up to $6,000.


 


14.         Source
of Payments: No Duplication of Payments. All payments provided in this Agreement shall be timely paid in cash or check from
the general funds of the Company or the Bank. Payments pursuant to this Agreement shall be allocated between the Company and the
Bank in proportion to the approximate level of activity and the time expended on such activities by the Executive as determined
by the Company and the Bank on a quarterly basis, unless the applicable provision of this Agreement specifies that the payment
shall be made by either the Company or the Bank. In no event shall the Executive receive duplicate payments or benefits from the
Company and the Bank.


 




    	 	16	 



     


    

 


15.         Entire
Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between
the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree
that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of
the Agreement.


 


16.         Modification
and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in
writing and signed by the Executive and by Chairman of the Board of Directors of the Company. No waiver by either of the parties
of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto
shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor
shall the failure of or delay by either of the parties in exercising any right, power or privilege hereunder operate as a waiver
thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.


 


17.         Severability.
Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if
any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of
the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification
to become a part hereof and treated as though originally set forth in this Agreement.


 


The parties further agree that
any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable
provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending
provision, adding additional language to this Agreement or by making such other modifications as it deems warranted to carry out
the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.


 


The parties expressly agree that
this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one
or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided
above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.


 


18.         Captions.
Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of
this Agreement is to be construed by reference to the caption or heading of any section or paragraph.


 


19.         Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.


 




    	 	17	 



     


    

 


20.         Tolling.
Should the Executive violate any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue
will run from the first date on which the Executive ceases to be in violation of such obligation.


 


21.         Section
409A. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered
in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement
may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under
this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or
as a short- term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each
installment payment provided under this Agreement shall be treated as a separate payment. Notwithstanding any other provision
of this Agreement, in the event any payment is to be made during a specified time period following the expiration of the Release
Execution Period and the time period for such payment begins in one calendar year and ends in a second calendar year, then such
amount shall be payable in the second calendar year. Notwithstanding the foregoing, the Company makes no representations that
the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for
all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance
with Section 409A.


 


Notwithstanding
any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination
of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and
the Executive is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then such payment or
benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date (the
"Specified Employee Payment Date"), unless the payment otherwise satisfies the short-term deferral exemption
or another exemption under Section 409A of the Code. The aggregate of any payments that would otherwise have been paid before
the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter,
any remaining payments shall be paid without delay in accordance with their original schedule.


 


22.         Successors
and Assigns. This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment
by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement
to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors
and assigns.


 


23.         Indemnification.


 


(a)   In
the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil,
criminal, administrative or investigative (a “Proceeding”), other than any Proceeding initiated by the Executive
or the Company related to any contest or dispute between the Executive and the Company or any of its affiliates with respect to
this Agreement or the Executive’s employment hereunder, by reason of the fact that the Executive is or was a director or
officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer,
member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise, the Executive shall
be indemnified and held harmless by the Company to the fullest extent permitted by applicable law from and against any liabilities,
costs, claims and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’
fees).


 




    	 	18	 



     


    

 


 


(b)   During
the Employment Term and for a period of six (6) years thereafter, the Company or any successor to the Company shall purchase and
maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to the Executive on
terms that are no less favorable than the coverage provided to other directors and senior officers of the Company.


 


24.         Notice.
Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent
by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below
(or such other addresses as specified by the parties by like notice):


 


If to the
Company:


 


Chairman


Compensation Committee


Bankwell Financial
Group, Inc.


208 Elm Street


New Canaan, CT 06840


 


If to the
Executive:


 


Penko Ivanov


10 Highview Drive


Wilton, Connecticut
06897


 


25.         Representations
of the Executive. The Executive represents and warrants to the Company that:


 


25.1         The
Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not conflict with
or result in a violation of, a breach of, or a default under any contract, agreement or understanding to which he is a party or
is otherwise bound.


 


25.2         The
Executive’s acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-solicitation,
non-competition or other similar covenant or agreement of a prior employer.


 


26.         Withholding.
The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for
the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.


 


27.         Survival.
Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall
survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.


 



    	 	19	 



     


    

 


28.         Acknowledgment
of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO
THER AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY
OF HIS CHOICE BEFORE SIGNING THER AGREEMENT.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 	20	 



     


    

 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


 


	 	BANKWELL FINANCIAL GROUP, INC.
	 	 
	 	By	/s/ James A. Fieber
	 	Name: James A. Fieber
	 	Title: Chairman of the Compensation Committee
	 	 
	 	BANKWELL BANK
	 	 
	 	By	/s/ James A. Fieber
	 	Name: James A. Fieber
	 	Title: Chairman of the Compensation Committee


 


EXECUTIVE


 


	Signature:  	/s/ Penko Ivanov	 


 


Print Name: Penko Ivanov


 




    	 	21	 



     


    

 


SCHEDULE
A


 


The Executive’s involvement
in the following outside activities is approved:


 


Boards


 


Memberships


 




     


     


    

 


EXHIBIT
A