Exhibit 10.1


THE BANCORP, INC.


2020 EQUITY INCENTIVE PLAN






ARTICLE 1 – GENERAL


 


Section
1.1      Purpose, Effective Date and Term.  The purpose of The Bancorp, Inc. 2020 Equity Incentive Plan (the
“Plan”) is to promote the long-term financial success of The Bancorp, Inc. (the “Company”), and its Subsidiaries,
including The Bancorp 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. Upon stockholder approval of this Plan, no further awards shall be granted under The Bancorp, Inc. 2018 Equity Incentive
Plan, which shall remain in existence solely for the purpose of administering outstanding grants.


Section
1.2     Administration.  The Plan shall be administered by the Compensation Committee of the Board (the “Committee”),
in accordance with Section 5.1.


Section
1.3     Participation.  Each Employee, Consultant 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, Consultants and Directors of the Company or any Subsidiary.


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


ARTICLE 2 -
AWARDS


Section 2.1     General. 
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 any additional terms, conditions, limitations and restrictions
as the Committee shall provide with respect to the Award and as evidenced in the Award Agreement.  Subject to the provisions
of Section 2.8, 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 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 without limitation the plan of 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 of Stock 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.  Unless otherwise specifically provided
by its terms, any Stock Option granted to an Employee under this Plan shall be an ISO to the maximum extent permitted. 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 it causes the Award to be subject to Code Section 409A (unless, as
modified, the Award complies with Code Section 409A).


 




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(b)        Restricted
Stock Awards.  A Restricted Stock Award means a grant of shares of Stock under Section 2.3 for no consideration or such
minimum consideration as may be required by applicable law, 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 of Stock that is similar to
a Restricted Stock Award except no shares of Stock are actually awarded 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 of Stock, provided, however, that in the sole discretion of the Committee, determined at the time of settlement, a Restricted
Stock Unit may be settled in cash based on the Fair Market Value of a share of the Company’s Stock multiplied by the number
of Restricted Stock Units being settled.


Section
2.2     Stock Options. 


(a)        Grant
of Stock Options. Each Stock Option shall be evidenced by an Award Agreement that shall specify (i) the number of Stock Options
covered by the Award; (ii) the date of grant of the Stock Option; (iii) the vesting period or conditions to vesting; and (iv) any
other terms and conditions not inconsistent with the Plan, including the effect of termination of a Participant’s employment
or Service, as the Committee may, in its discretion, prescribe.


(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 Fair Market Value of a share of Stock on the date of grant
(or, if greater, the par value of a share of Stock); provided, however, that the Exercise Price of an ISO shall not be less
than 110% of Fair Market Value of a share of Stock on the date of grant if granted to a 10% Stockholder; provided further,
that the Exercise Price may be higher or lower in the case of Stock Options granted or exchanged in replacement of existing Awards
held by an Employee or Director of, or service provider to, an acquired entity. The payment of the Exercise Price of a Stock Option
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 of Stock 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
of Stock (or a sufficient portion of the shares) 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 tax withholding resulting from such exercise; (iii) by a
net settlement of the Stock Option, using a portion of the shares obtained on exercise in payment of the Exercise Price of the
Stock Option (and if applicable, any required tax withholding); (iv) by personal, certified or cashier’s check; (v) by
other property deemed acceptable by the Committee; or (vi) by any combination thereof. The total number of shares that may
be acquired upon the exercise of a Stock Option shall be rounded down to the nearest whole share, with cash-in-lieu paid by the
Company, at its discretion, for the value of any fractional share.


(c)       Prohibition
of Cash Buy-Outs of Underwater Stock Options. Under no circumstances will any underwater Stock Options which were granted under
the Plan be repurchased by the Company without shareholder approval.


(d)        No
Dividends. No dividends or Dividend Equivalent Rights shall be paid on Stock Options.


 







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Section 2.3     Restricted
Stock Awards.


(a)
       Grant of Restricted Stock. Each Restricted Stock Award shall be evidenced by
an Award Agreement that shall specify (i) the number of shares of Stock covered by the Restricted Stock Award; (ii) the
date of grant of the Restricted Stock Award; (iii) the vesting period; and (iv)
any other terms and conditions not inconsistent with the Plan, including the
effect of termination of a Participant’s employment or Service, as the Committee may, in its discretion,
prescribe. All Restricted Stock Awards shall be in the form of issued and outstanding shares of Stock 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 Stock evidenced hereby is subject to the terms
of an Award Agreement with The Bancorp, Inc. dated [Date], made pursuant to the terms of The Bancorp, Inc. 2020 Equity Incentive
Plan, copies of which are on file at the executive offices of The Bancorp, Inc., and may not be sold, encumbered, hypothecated
or otherwise transferred except in accordance with the terms of such Plan and Award Agreement, 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)        No
Dividends. No dividends shall be paid with respect to any Restricted Stock Awards (whether subject to time-based or performance-based
vesting conditions) unless and until the Participant vests in the Restricted Stock Award and only for dividends declared after
the vesting date. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award shall not vest, accrue or
be paid. Only dividends declared after the vesting date will be paid.


 


(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 the 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 of Stock. 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.


 


(iv)       The
Committee may, in connection with the grant of Restricted Stock Awards, condition the vesting thereof upon the continued Service
of the Participant. The conditions for grant or vesting and the other provisions of Restricted Stock Awards (including without
limitation any applicable performance measures) need not be the same with respect to each recipient.


 




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Section 2.4     Restricted Stock Units.


(a)       Grant
of Restricted Stock Unit Awards.  Each Restricted Stock Unit shall be evidenced by an Award Agreement which shall specify
(i)  the number of Restricted Stock Units covered by the Award; (ii)  the date of grant of the Restricted Stock Units;
(iii)  the restriction period (or vesting period) or market conditions or performance conditions that must be satisfied in
order to vest in the Award; and (iv) any other terms and conditions not inconsistent with the Plan, including the effect of
termination of a Participant’s employment or Services, as the Committee may, in its discretion, prescribe. Restricted Stock
Unit Awards shall be paid in shares of Stock, or in the sole discretion of the Committee determined at the time of settlement,
in cash or a combination of cash and shares of Stock.


(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 of Stock are actually awarded to the recipient
on the date of grant. The Committee shall impose any conditions and/or restrictions on any Restricted Stock Unit granted pursuant
to the Plan as it may deem advisable, including, without limitation, a requirement that Participants pay a stipulated purchase
price for each Restricted Stock Unit and time-based restrictions under applicable laws or under the requirements of any Exchange
or market upon which such shares may be listed, or holding requirements or sale restrictions placed by the Company upon vesting
of such Restricted Stock Units.


(ii)        The
Committee may, in connection with the grant of Restricted Stock Units, 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 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.


 


(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)        No
Voting Rights and No Dividends. A Participant shall have no voting rights with respect to any Restricted Stock Units. No dividends
or Dividend Equivalent Rights shall be paid on Restricted Stock Units.


 


Section 2.5     [Reserved]. 


Section 2.6     Vesting of Awards.
The Committee shall specify the vesting schedule or conditions of each Award. Awards under the Plan shall be granted to Employees
with a minimum vesting schedule of two years and nine months and non-Employee Directors with a minimum vesting schedule of one
year, with the first installment vesting no earlier than the one-year anniversary of the date of grant. 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 with the Company or its Subsidiaries, 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, Disability, Retirement or Involuntary Termination following a Change in Control). Notwithstanding anything to the contrary
herein, except to the extent specified in Section 4.1(c), at least ninety-five percent (95%) of all Awards under the Plan shall
be subject to a vesting requirement of at least one year of Service following the grant of the Award.


 




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Section 2.7     Deferred 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 2.8     Prohibition Against
Option Repricing.  Except for adjustments pursuant to Section 3.4, and reductions of the Exercise Price 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) or replacement grants, or other means.


Section 2.9     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 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 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 and any Restricted
Stock Award and Restricted Stock Unit 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 Awards and Restricted Stock Units granted to a Participant that have not vested shall expire and be forfeited.


(c)       Upon
Termination of Service for reason of Retirement, Disability or death: (i) vested Stock Options shall remain exercisable for a period
of one (1) year from the date of Retirement, Disability, or death, or if sooner, until the expiration of the Stock Option term,
(ii) all Stock Options, Restricted Stock Awards and Restricted Stock Units shall, to the extent not fully vested, become one-hundred
percent (100%) vested on the one year anniversary of the date of Termination of Service (since the one year vesting period coincides
with the one year permitted exercise period, notice of exercise shall be provided prior to the expiration of the one year period
following termination, with exercise permitted immediately after the one year period) provided that no Stock Option will become
vested after the expiration of its term,; (iii) provided, further, that no Stock Option shall be eligible for treatment
as an ISO in the event such Stock Option is exercised more than one year following Termination of Service due to Disability and
provided, further, 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 of Termination of Service.


(d)Upon Termination
of Service for reason of Disability or death, Restricted Stock Awards that are subject to the satisfaction of specific performance
measures shall vest at the date of death or Disability, based on the period of the Participant’s active employment and assuming
achievement of the performance measures at the target level. 







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(e)       Notwithstanding
anything herein to the contrary, no Stock Option shall be exercisable beyond the last day of the original term of such Stock Option.


(f)       Notwithstanding
the provisions of this Section 2.9, the effect of a Change in Control on the vesting/exercisability of Stock Options, Restricted
Stock Awards and Restricted Stock Units is as set forth in Article 4.


(g)       Notwithstanding
the foregoing, for so long as the Bank may be designated as being in troubled condition by its primary Federal banking regulator,
no Awards under this Plan that would be subject to 12 C.F.R. Part 359 shall be granted without the prior approval of the Company’s
primary Federal banking regulator with the concurrence of the Federal Deposit Insurance Corporation.


ARTICLE 3 -
Shares Subject to Plan


Section 3.1     Available Shares. 
The shares of Stock 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 3.2     Share Limitations. 


(a)       Share
Reserve. Subject to the following provisions of this Section 3.2, the maximum number of shares of Stock that may be delivered
to Participants and their beneficiaries under the Plan shall be equal to 3,300,000 shares of Stock. Subject to the limitations
in Section 3.2(b), Awards under the Plan may be made in any combination of shares of Restricted Stock Awards, Restricted Stock
Units or Stock Options and all Awards may be granted as either Restricted Stock Awards, Restricted Stock Units or Stock Options,
in the discretion of the Committee, and all Stock Options may be granted as Incentive Stock Options. The aggregate number of shares
available for grant under this Plan and the number of shares of Stock subject to outstanding awards shall be subject to adjustment
as provided in Section 3.4.


(b)       Prohibition
on Liberal Share Recycling. For purposes of this Section 3.2, the number of shares of Stock
available for the grant of additional Stock Options, Restricted Stock Awards or Restricted Stock Units shall be reduced by the
number of shares of Stock previously granted, subject to the following: to the extent any shares of Stock 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 of Stock available for delivery
under the Plan. To the extent (i) a Stock Option is exercised by using an actual or constructive
exchange of shares of Stock to pay the Exercise Price; (ii) shares of Stock 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 of Stock available shall be reduced by the gross number of shares of Stock
issued rather than by the net number of shares of Stock issued. In addition, Stock purchased on the open market with the
cash proceeds from the exercise of Stock Options under the Plan will not be added to the number of shares of Stock authorized for
grant under Section 3.2(a) and will not be available for future grants of Awards under the Plan.


Section 3.3     Limitations
on Grants to Individuals and Directors or Consultants.


(a)       The
maximum number of shares of Stock, in the aggregate, that may be covered by a Stock Option, Restricted Stock Award or Restricted
Stock Unit granted to any one Employee, non-Employee Director or Consultant pursuant to Section 3.2 during any calendar year shall
be 500,000.


 




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(b)       The
aggregate number of shares available for grant under this Plan and the number of shares subject to outstanding Awards, including
the limit on the number of Awards available for grant under this Plan described in this Section 3.3, shall be subject to adjustment
as provided in Section 3.4.


Section 3.4     Corporate
Transactions. 


(a)       General.
In the event any recapitalization, forward or reverse stock split, reorganization,
merger, consolidation, spin-off, combination, repurchase, or exchange of shares of Stock 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 of Stock 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.


(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, Restricted Stock Awards and Restricted Stock Units, respectively,
granted under the Plan which remain outstanding shall be converted into Stock Options, Restricted Stock Awards and Restricted Stock
Units, as applicable, 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, Restricted
Stock Awards and Restricted Stock Units, as applicable, under this Plan and reflecting the same economic benefit (for Stock Options,
as measured by the difference between the aggregate Exercise Price and the value exchanged for outstanding shares of Stock 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, but not less than all, outstanding Stock Options,
Restricted Stock Awards and Restricted Stock Units, as applicable, be canceled as of the effective date of such merger, consolidation
or other business reorganization in exchange: (i) for Stock Options, a cash payment per share of Stock equal to the excess (if
any) of the value exchanged for an outstanding share of Stock in such merger, consolidation or other business reorganization over
the Exercise Price of the Stock Option being canceled; provided, further, that in the event the Exercise Price of outstanding Stock
Options exceed the value to be exchanged for an outstanding share of Stock (an “Underwater Stock Option”) in such merger,
consolidation or other business reorganization, the Committee may, in its discretion, cancel and terminate such Underwater Stock
Options without the consent of the holder of the Stock Option and without any payment to such holder, and (ii) for Restricted Stock
Awards and Restricted Stock Units, as applicable, a cash payment per share of Stock equal to the value exchanged for an outstanding
share of Stock in such merger, consolidation or other business reorganization.


Section 3.5     Delivery of Shares. 
Delivery of shares of Stock 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 of Stock 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.


 




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(b)       Certificates. 
To the extent that the Plan provides for the issuance of shares of Stock, 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.


ARTICLE 4 -
CHANGE IN CONTROL


Section 4.1     Consequence of
a Change in Control. Subject to the provisions of Section 2.6 (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 an Involuntary Termination at or following 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). All Stock
Options may be exercised for a period of one year following the Participant’s Involuntary Termination, provided, however,
that no Stock Option shall be eligible for treatment as an ISO in the event such Stock Option is exercised more than three (3)
months following such Involuntary Termination. To the extent not specified herein or in the Award Agreement, the Committee shall
have the discretion to determine the treatment of outstanding unvested Awards, provided, however, that any such Awards will be
deemed earned and shall vest if not assumed by a successor entity.


(b)       At
the time of an Involuntary Termination at or following 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 vest, pro-rata, based on the
portion of the performance period occurring and at the “target” level, unless the data supports that the performance
measures have been achieved at a higher level than target as of the effective date of the Change in Control, in which case, the
Award will vest at such higher level.


(d)       Notwithstanding
the foregoing, in the event of a Change in Control, the Committee may take any of the following actions with respect to any or
all outstanding Awards: the Committee may (i) determine that outstanding Stock Options shall accelerate and become exercisable,
in whole or in part, upon the Change in Control or upon such other event as the Committee determines, (ii) determine that the restrictions
and conditions on outstanding Restricted Stock Awards or Restricted Stock Units shall lapse, in whole or in part, upon the Change
in Control or upon such other event as the Committee determines, (iii) determine that Participants holding Restricted Stock Units
or Dividend Equivalent Rights shall receive a payment in settlement of such Restricted Stock Units or Dividend Equivalent Rights
in an amount determined by the Committee, (iv) require that Participants surrender their outstanding Stock Options in exchange
for a payment by the Company, in cash or Stock, as determined by the Committee, in an amount equal to the amount by which the then
Fair Market Value of the shares of Stock subject to the Participant’s unexercised Stock Options exceeds the Exercise Price
of the Stock Options, or (v) after giving Participants an opportunity to exercise their outstanding Stock Options, terminate any
or all unexercised Stock Options at such time as the Committee deems appropriate. Such surrender, termination or settlement shall
take place as of the date of the Change in Control or such other date as the Committee may specify. The Committee shall have no
obligation to take any of the foregoing actions. Additionally, the Board may, in its discretion, take any action and exercise any
power, privilege or discretion conferred on the Committee under the Plan with the same force and effect under the Plan as if done
or exercised by the Committee, as permitted or required by applicable law.


 




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Section 4.2     Definition
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 of 25% or more
of a class of the Company’s or the Bank’s Voting Securities; provided, however, that 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


(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 5.1     Administration. The
Plan shall be administered by the members of the Compensation Committee of the Company who are Disinterested Board Members. If
the Committee consists of fewer than three Disinterested Board Members, then the Board shall appoint to the Committee such additional
Disinterested Board Members as shall be necessary to provide for a Committee consisting of at least three Disinterested Board
Members. Any members of the Committee who do not qualify as Disinterested Board Members shall abstain from participating in any
discussion or decision to make or administer Awards that are made to Participants who at the time of consideration for such Award
are persons subject to the short-swing profit rules of Section 16 of the Exchange Act. The Board (or if necessary to maintain
compliance with the applicable list of standards, those members of the Board who are “independent directors” under
the corporate governance statutes or rules of any national Exchange on which the Company lists, has listed or seeks to list its
securities) may, in their discretion, take any action and exercise any power, privilege or discretion conferred on the Committee
under the Plan with the same force and effect under the Plan as if done or exercised by the Committee.


Section 5.2     Powers
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 to select from among the Company’s and its Subsidiaries’ Employees
and Directors and consultants those persons who shall receive Awards, to determine the time or times of receipt, to determine the
types of Awards and the number of shares covered by the Awards, to establish the terms, conditions, features (including automatic
exercise in accordance with Section 7.18 hereof), 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), to cancel or suspend Awards and to reduce, eliminate or accelerate any
restrictions or vesting requirements applicable to an Award at any time after the grant of the Award (subject to the restrictions
imposed by Section 2.6 hereof) or to extend the time period to exercise a Stock Option, provided that such extension is consistent
with Code Section 409A.


 




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(b)       The
Committee will have the authority and discretion to interpret the Plan, 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 is 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.


(f)       The
Committee will have the authority to (i) suspend a Participant’s right to exercise a Stock Option during a blackout period
(or similar restricted period) or to exercise in a particular manner (i.e., such as a “cashless exercise” or “broker-assisted
exercise”) to the extent that the Committee deems it necessary or in the best interests of the Company in order to comply
with the securities laws and regulations issued by the SEC (the “Blackout Period”); and (ii) to extend the period to
exercise a Stock Option by a period of time equal to the Blackout Period, provided that such extension does not violate Section
409A of the Code, the Incentive Stock Option requirements or applicable laws and regulations.


Section 5.3     Delegation
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, 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 the authority to grant Awards under the Plan; 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 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 5.4     Information
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.







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Section 5.5     Committee 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 theCommittee without holding a meeting, shall
be deemed to be actions of the Committee. Subject to Section 5.1, 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 6.1     General. 
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 2.7, 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.


Section 6.2     Amendment 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 2.7 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 of Stock 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 provide 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 7.2     Transferability. 
Except as otherwise so provided by the Committee, ISOs 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 in the case of a transfer
within the meaning of this subparagraph (iii), the Stock Option shall not qualify as an ISO as of the day of such transfer. The
Committee shall have the discretion to permit the transfer of vested Stock Options (other than ISOs) under the Plan; provided,
however, that such transfers shall be limited to Immediate Family Members of Participants, trusts and partnerships established
for the primary benefit of such family members or to charitable organizations, and; provided, further, that such transfers
are not made for consideration to the Participant.


Awards of Restricted
Stock shall not be transferable prior to the time that such Awards vest in the Participant. A Restricted Stock Unit is 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 7.3     Designation 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 7.4     Non-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 Restricted Stock Awards, Restricted Stock Units or
Stock Options, and such arrangements may be either generally applicable or applicable only in specific cases.


Section 7.5     Award
Agreement.  Each Award granted under the Plan shall be evidenced by an Award Agreement signed by the Participant.
A copy of the Award Agreement, in any medium chosen by the Committee, shall be provided (or made available electronically) to
the Participant.


Section 7.6     Form
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).


Section 7.7     Evidence. 
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.







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Section 7.8      Tax
Withholding.  Where a Participant is entitled to receive shares of Stock 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 of Stock to cover the 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 an amount up to a Participant’s
highest marginal tax rate provided such withholding does not trigger liability accounting under FASB ASC Topic 718 or its successor
required for federal, state and local tax withholding by (i) with respect to a Stock Option, reducing the number of shares of
Stock subject to the Stock Option (without issuance of such shares of Stock 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
of Stock on the exercise date over the Exercise Price per share of Stock; and (ii) with respect to Restricted Stock Awards and
Restricted Stock Units, withholding a number of shares (based on the Fair Market Value on the vesting date) otherwise vesting
that would satisfy the tax withholding in an amount up to a Participant’s highest marginal rate provided such withholding
does not trigger liability accounting under FASB ASC Topic 718 or its successor. Provided there are no adverse accounting consequences
to the Company (a requirement to have liability classification of an award under FASB 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 tax withholding requirements at the Participant’s highest marginal tax rate.


Section 7.9       Action
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 7.10      Successors. 
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.


Section 7.11      Indemnification. 
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 5.3,
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 that 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 7.12     No Fractional
Shares.  Unless otherwise permitted by the Committee, no fractional shares of Stock 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.







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Section 7.13     Governing
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 Delaware 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 Delaware, 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 7.14     Benefits Under
Other Plans.  Except as otherwise provided by the Committee or as set forth in a Qualified Retirement Plan, Awards
to a Participant (including the grant and the receipt of benefits) under the Plan shall be disregarded for purposes of determining
the Participant’s benefits under, or contributions to, any Qualified Retirement Plan, non-qualified plan and any other benefit
plans maintained by the Participant’s employer. The term “Qualified Retirement Plan” means any plan of the Company
or a Subsidiary that is intended to be qualified under Code Section 401(a).


Section 7.15     Validity. 
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 7.16     Notice. 
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 7.17     Forfeiture
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
7.18     Automatic Exercise. In the sole discretion of the Committee exercised in accordance with Section
5.2(a) above, any Stock Options that are exercisable but unexercised as of the day immediately before the tenth anniversary
of the date of grant may be automatically exercised, in accordance with procedures established for this purpose by the
Committee, but only if the exercise price is less than the Fair Market Value of a share of Stock on such date and the
automatic exercise will result in the issuance of at least one (1) whole share of Stock to the Participant after payment of
the exercise price and any applicable minimum tax withholding requirements. Payment of the exercise price and any applicable
tax withholding requirements shall be made by a net settlement of the Stock Option whereby the number of
shares of Stock to be issued upon exercise are reduced by a number of shares having a Fair Market Value on the date of exercise
equal to the exercise price and any applicable minimum tax withholding.


 




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Section 7.19     Regulatory
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
7.20     Clawback 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.


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
8.1     In 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 or Restricted Stock Unit or any or all of them, or any other right or interest relating
to stock or cash, granted to a Participant under the Plan.


(c)       “Award
Agreement” means the document (in whatever medium prescribed by the Committee) which evidences the terms and conditions of
an Award under the Plan. The document is referred to as an agreement, regardless of whether a Participant’s signature is
required.


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


(e)       If
the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary
that provides a definition of termination for “Cause,” then, for purposes of this Plan, the term “Cause”
shall have meaning set forth in such agreement. In the absence of such a definition, “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)      “Consultant”
means a non-Employee that performs bona fide services for the Company, the services are not in connection with the offer or sale
of securities in a capital-raising transaction, and the Consultants do not directly or indirectly promote or maintain a market
for the Company’s securities.


(i)       [Reserved].


(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.


(k)       If
the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary
that provides a definition of “Disability” or “Disabled,” then, for purposes of this Plan, the terms “Disability”
or “Disabled” shall have meaning set forth in such agreement. In the absence of such a definition, “Disability”
shall be defined in accordance with the Bank’s long-term disability plan, or in the absence of a long-term disability plan,
in accordance with Code Section 409A. To the extent that an Award hereunder is subject to Code Section 409A, “Disability”
or “Disabled” shall mean that a Participant: (i) 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 (ii) 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, if applicable, the Committee shall have discretion to determine
if a termination due to Disability has occurred.


(l)       “Disinterested
Board Member” means a member of the Board who (i) is not a current Employee of the Company or a Subsidiary; (ii) is not a
former employee of the Company or a Subsidiary who receives compensation for prior Services (other than benefits under a tax-qualified
retirement plan) during the taxable year; (iii) has not been an officer of the Company or a Subsidiary; (iv) does not receive compensation
from the Company or a Subsidiary, either directly or indirectly, for services as a consultant or in any capacity other than
as a Director except in an amount for which disclosure would not be required pursuant to Item 404 of SEC Regulation S-K in accordance
with the proxy solicitation rules of the SEC, as amended or any successor
provision thereto; and (v) does not possess an interest in any other
transaction, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(a) of SEC
Regulation S-K under the proxy solicitation rules of the SEC, as amended or any successor provision thereto.
The term Disinterested Board Member shall be interpreted in such manner as shall be necessary to conform to the requirements of
Rule 16b-3 promulgated under the Exchange Act and the corporate governance standards imposed on compensation committees under the
listing requirements imposed by any Exchange on which the Company lists or seeks to list its securities.


(m)       “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 of Stock, as specified in the Award Agreement.


(n)        “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.


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


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


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


(r)       “Fair
Market Value” on any date, means (i) if the Stock is listed on an Exchange, the closing sales price on such Exchange or over
such system 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; or (ii) if the Stock is not listed on a securities exchange, “Fair
Market Value” shall mean a price determined by the Committee in good faith on the basis of objective criteria consistent
with the requirements of Code Section 422 and applicable provisions of Code Section 409A.


 




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(s)       
A termination of employment by an Employee shall be deemed a termination of employment for
“Good Reason” as a result of the Participant’s resignation from the
employ of the Company or any Subsidiary upon the occurrence of any of the
following events: 


(i)        a
material diminution in the Participant’s base compensation;


(ii)       a
material diminution in the Participant’s authority, duties or responsibilities; 


(iii)      a change in the geographic location at which the Participant must perform his duties that is more than twenty-five (25) miles from
the location of the Participant’s principal workplace on the date of this Plan; or


(iv)      in
the event a Participant is a party to an employment, change in control or similar agreement that provides a definition for “Good
Reason” or a substantially similar term, then the occurrence of any event set forth in such definition.


(t)       “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.


(u)       “Involuntary
Termination” means the Termination of Service of a Participant by the Company or Subsidiary (other than termination for Cause)
or termination of employment by an Employee Participant for Good Reason.


(v)       “ISO”
has the meaning ascribed to it in Section 2.1(a).


(w)       
“Non-Qualified Option” means the right to purchase shares of Stock 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.


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


(y)       [Reserved].


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


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


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


 




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(cc)     “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 board of directors under the 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.


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


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


(ff)        “Service”
means service as an Employee, Consultant 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.


(gg)      “Stock”
means the common stock of the Company, $1.00 par value per share.


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


(ii)        “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.


(jj)       “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).


(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.


 




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(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 2.7), 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 Company or Subsidiary and the 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 50% 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.


(kk)       “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
8.2     In 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;


(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;


 




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(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 Generally Accepted Accounting Principles.


 


 



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