Exhibit 10.1


 


Employment Agreement


 


This Employment Agreement (the "Agreement")
is made and entered into as of April 16, 2012, by and among Peyton R. Patterson (the "Executive")
on the one side, and BNC Financial Group, Inc. a Connecticut bank holding company (the "Company")
and its two wholly-owned bank subsidiaries, The Bank of New Canaan and The Bank of Fairfield (collectively, the "Banks").
Unless a distinction is appropriate, the term "Company" in this Agreement shall include the Banks.


 


WHEREAS, the 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 April 16, 2012 (the "Effective
Date") and shall continue until the third anniversary thereof (April 16, 2015), unless terminated earlier pursuant
to Section 5 of this Agreement; provided that, on the first annual anniversary of the Effective Date and each annual anniversary
thereafter (such date and each annual anniversary thereof, a "Renewal Date"),
the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year,
unless either party provides written notice to the other of its or her intention not to extend the term of the Agreement by no
later than the January 31st preceding the applicable Renewal Date. The period during which the Executive is employed by the Company
hereunder is hereinafter referred to as the "Employment Term."


 


2.    Position
and Duties.


 


2.1     Position. During
the Employment Term, the Executive shall serve:


 


(a)  Initially and through September
3, 2012 (the "CSO Period"), as Chief Strategic Officer (“CSO”) of the Company (and not the
Banks). Areas to be addressed by the CSO include general strategic matters such as planning for a capital raise that may involve
an initial public offering, growth strategies and potential acquisitions and assisting in the development of new management incentive
plans. During the CSO Period, the Executive shall work part-time estimated at approximately half of a full-time effort. The Executive
shall report to the Board of Directors of the Company (and not the


 




    	 



    	 



    

 


Banks). Effective as of April 16, 2012,
the Executive shall be appointed to and shall serve in an uncompensated capacity on the Board of Directors of the Company (and
not the Banks); and


 


(b)  From and after September
4, 2012, the Executive shall serve as President and Chief Executive Officer of the Company and Chief Executive Officer of each
of the Banks and shall report to the Board of Directors of the Company and each of the Banks. In such positions, the Executive
shall have such duties, authority and responsibility as shall be determined from time to time by the Board of Directors of the
Company and the Banks, which duties, authority and responsibility are consistent with the Executive's position. The Executive shall
continue to be nominated to serve on the Board of Directors of the Company during the Employment Term and, commencing September
4, 2012 and throughout the remainder of the Employment Term, shall be appointed to and shall serve on the Board of Directors of
each of the Banks, in all cases in an uncompensated capacity. In addition, if requested, the Executive will also serve as an officer
or director of any other affiliate of the Company for no additional compensation.


 


2.2     Duties. During
the Employment Term, the Executive shall devote substantially all of her 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 would conflict or interfere
with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding
the foregoing, the Executive will be permitted to:


 


(a) with the prior written consent of
the Company’s Chairman of the Personnel and Compensation Committee (which consent will not be unreasonably withheld) act
or serve as a director, trustee, committee member or principal of any type of business, civic or charitable organization, and


 


(b) purchase or own 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; provided further that, the activities described in clauses (a) and
(b) do not interfere with the performance of the Executive's duties and responsibilities to the Company as provided hereunder.


 


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.
The CSO position will generally involve working remotely during the CSO Period, except for attendance at Board and other meetings
consistent with the Executive’s CSO responsibilities. From and after September 4, 2012, the Company shall provide the


 




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executive at her principal place of employment
with a private office, secretarial services and other support services and facilities suitable to her position with the Company
and the Banks and necessary or appropriate in connection with the performance of her assigned duties under this Agreement.


 


4.    Compensation.


 


4.1     Base Salary. The
Company shall pay the Executive an annual rate of base salary of $500,000 in periodic instalments 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 Board of Directors or a committee thereof, but may not be decreased without the Executive’s written consent;
however, there is no anticipated salary review for the first 3 years of the Employment Term. The Executive's annual base salary,
as in effect from time to time, is hereinafter referred to as "Base Salary".
During the CSO Period, Executive’s compensation shall be paid on a basis consistent with her part-time status at the monthly
rate of $20,833.33, with partial months pro-rated.


 


4.2     Annual Bonus.
 The Executive will be included in the Company’s Executive Incentive Plan (“EIP”) for the years 2013
and beyond (the "Annual Bonus"). The EIP currently has a target opportunity of 30% of base salary and a maximum
opportunity of 45% of base salary for the CEO. The EIP will be reviewed and revised for the 2013 year and beyond. The Personnel
and Compensation Committee will determine the final form of the EIP and awards under it, but currently expects to review the EIP
for appropriate revisions with consideration given, as applicable, to asset growth, successful capital raise, merger and acquisition
accomplishments and the like. The target and maximum incentive opportunities for the Executive and others in the EIP will be reviewed
and adjusted based on consultant recommendations, input from the Executive and final review and determination by the Personnel
and Compensation Committee.


 


4.3     Signing Stock Award.
In consideration of the Executive entering into this Agreement and as an inducement to join the Company, on April 16, 2012, the
Company will grant the following equity award to the Executive pursuant to the Company’s current equity plans: 40,000 restricted
shares of Company common stock, with 20% (8,000 shares) vesting on April 16 of each of 2012, 2013, 2014, 2015 and 2016. The vesting
of the restricted shares will accelerate in the event of death, disability or a change of control of the Company. Additionally,
in the event the Company terminates the Executive’s employment without cause prior to a Change in Control (as defined in
Section 5.4(b) hereof) and, at the time of termination the Company notifies the Executive that it will require the Executive to
comply with the restrictive covenants in Section 8 hereof for one year (the "4.3 Notice") and the Executive does so comply,
the vesting will accelerate upon the expiration of such one-year period. If the Company does not timely provide the 4.3 Notice,
vesting will not continue post-termination and the Executive will not be subject to the restrictive covenants of
Section 8 hereof. In each such case, vesting shall


 




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accelerate as provided in the Restricted
Stock Agreement attached hereto and incorporated herein as Exhibit A.


 


4.4     Equity Awards.
Executive will be included in 2013 and beyond in equity awards expected to be made by the Company to executives, directors and
others at the Company under a redesigned equity plan ("Equity Awards"). The Company intends to seek approval from its
shareholders in 2012 of a new omnibus equity plan for this and related purposes. The Personnel and Compensation Committee will
determine the final form of the plan and the amount and form of awards under the new plan, based on consultant recommendations,
input from the Executive and final review and determination by the Personnel and Compensation Committee. The level of grants will
include consideration of the Executive’s success in the capital planning process, merger and acquisition accomplishments
and general asset growth.


 


4.5     Fringe Benefits and
Perquisites. During the Employment Term, the Executive shall be entitled to fringe benefits and perquisites consistent with
the practices of the Company, and to the extent the Company provides similar benefits or perquisites (or both) to similarly situated
executives of the Company. Notwithstanding the foregoing, during the Employment Term, the Company shall provide the Executive with:


 


(a)  reimbursement of the costs
of membership in a fitness club in New Canaan;


 


(b)  reimbursement of the costs
of membership in the New Canaan Country Club or equivalent up to $15,000 annually, plus reimbursement of business expenses as incurred
pursuant to Section 4.8 below; and


 


(c)  an automobile allowance
of $800 per month.


 


4.6     Employee Benefits.
During the Employment Term, the Executive shall be entitled to participate in all 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.
In addition, the Company will establish a 401(k) excess benefit plan effective no later than January 1, 2013 (providing for Company
match of amounts deferred above IRS limits) for the Executive and, in the Company's discretion, others based on consultant recommendations,
input from the Executive and final review and determination by the Personnel and Compensation Committee.


 




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4.7     Vacation. During
the Employment Term, the Executive shall be entitled to twenty (20) paid vacation days per calendar year (pro-rated for partial
years) in accordance with the Company's vacation policies, as in effect from time to time.


 


4.8     Business Expenses.
The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel
expenses incurred by the Executive in connection with the performance of the Executive's duties hereunder in accordance with the
Company's expense reimbursement policies and procedures.


 


4.9     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).


 


(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.


 


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


 




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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.


 


5.    Termination
of Employment. The Employment Term and the Executive's employment hereunder may be terminated by either the Company or the
Executive at any time and for any reason. 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 Banks 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 either party 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 Bonus 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.



 


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:


 




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		(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 Banks or any of their affiliates or the Executive’s ability to perform her duties;



 


		(ii)	serious wilful 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 Banks or their customers for personal profit;



 


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



 


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



 


		(v)	any wilful failure to keep confidential information of the Company, Banks or their affiliates confidential;



 


		(vi)	the failure of the Executive, in the opinion of two-thirds of the full membership of the Board of Directors of the Company
excluding the Executive (as determined in their sole discretion), to perform her duties as described herein;



 


		(vii)	the Executive’s arrest for any crime involving fraud, embezzlement, theft or dishonesty, or any similar issue that in
the sole opinion of two-thirds of the full membership of the Board of Directors of the Company excluding the Executive would negatively
impact the reputation of the Company or the Banks or the Executive’s ability to perform her duties; or



 


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



 




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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 Banks. 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 Banks or based upon the written advice of counsel for the Company or
the Banks 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 Banks. 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 (two-thirds in the case of "cause" under Section 5.1(b)(vi) or 5.1(b)(vii))
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 she may cure such action
or actions.


 


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 material reduction in the Executive's Base Salary;



 


		(ii)	a material reduction in the Executive's EIP target bonus opportunity;



 


		(iii)	a relocation of the Executive's principal place of employment by more than fifty miles;



 


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



 




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		(v)	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;



 


		(vi)	the Company's failure to nominate the Executive for election to the Board of the Company and the Banks and to use its best
efforts to have her elected and re-elected, as applicable;



 


		(vii)	a material, adverse change in the Executive's title, authority, duties or responsibilities (other than temporarily while the
Executive is physically or mentally incapacitated or as required by applicable law). This provision shall not apply in the context
of a Change in Control, as defined in Section 5.4(b) below, if:



 


		(A)	an agreement which (i) is binding on the Company or its successor and on the Executive and (ii) is entered into substantially
concurrently with the date the Company first agrees to the Change in Control, provides that the Executive will become the Chief
Executive Officer of the Company or its successor reporting directly to the Company or its successor's Board of Directors no later
than 12 months following the Change in Control;



 


		(B)	the Executive’s employment continues under the terms of this Agreement or modified terms that are no less favourable
to the Executive than the terms of this Agreement;



 


		(C)	during the period between the Change in Control and assumption of the position as Chief Executive Officer, the Executive is
the second highest ranked executive officer of the Company or its successor with responsibilities and perquisites as are appropriate
to that position; and



 


		(D)	from the date of the Change in Control, the Executive remains a member of or is appointed to the Board of Directors of the
Company or its successor; or



 


		(viii)	a material adverse change in the reporting structure applicable to the Executive, including any requirement that the Executive
report to a corporate officer or employee of the Company or the Banks instead of



 




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reporting directly to the Board
of Directors of the Company and the Banks.


 


The Executive cannot terminate her employment for Good Reason
unless she 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 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 her employment for
Good Reason within sixty (60) days following the expiration of the cure period, then the Executive will be deemed to have waived
her right to terminate for Good Reason with respect to such grounds.


 


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 her execution of a release of claims in favor of the Company, the Banks and their affiliates
and their respective officers and directors in a commercially reasonable form provided by the Company (a "Release")
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 sum of the Executive's then current Base Salary and the Annual Bonus earned for the calendar year prior to the calendar
year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of months remaining in
the Employment Term (but not less than twenty-four (24)) and the denominator of which is twelve (12). The number of months in the
numerator of such fraction is referred to herein as the “Severance Period”. The payment shall be made within ten (10)
business days following the expiration of the Release Execution Period.


 


(b)     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 herself
and her 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


 




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be eligible to receive such reimbursement
until the earliest of: (i) the expiration of 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.


 


(c)     A lump sum cash payment
equal to the projected cost to the Company and the Banks of providing health insurance coverage to the Executive and her dependents
for the number of months in the Severance Period minus the number of months covered by COBRA as of the Termination Date, with the
projected cost to be based on the employer share of the premiums payable by the Company or the Banks as of the Termination Date
and assuming that the rate of premiums increases by 10% on each regular renewal date for the insurance policy during the Severance
Period. The payment shall be made within ten (10) business days following the expiration of the Release Execution Period.


 


(d)     A lump sum cash payment
equal to the projected cost to the Company and the Banks of providing group life insurance and group short-term and long-term disability
insurance to the Executive for the Severance Period, with the projected cost to be based on the premiums payable by the Company
or the Banks as of the Termination Date and assuming that the rate of premiums increases by 10% on each regular renewal date for
the insurance policies during the Severance Period. The payment shall be made within ten (10) business days following the expiration
of the Release Execution Period.


 


(e)     The treatment of any outstanding
Equity Awards shall be determined in accordance with the terms of the relevant equity plan(s) as contemplated in Sections 4.3
and 4.4 above and the applicable award agreements.


 


(f)     A lump sum cash payment
equal to the pro rata portion of any Annual Bonus awarded to the Executive under the EIP (as revised pursuant to Section 4.2 above)
and earned with respect to the calendar year in which the Termination Date occurs, provided that (i) the amount of the bonus earned
shall be determined based on the extent to which the performance objectives with respect to the bonus were met during the calendar
year in which the Termination Date occurs; (ii) the amount of the bonus earned shall be pro-rated by multiplying the amount of
the earned bonus by a fraction, the numerator of which is the number of days elapsed in the calendar year as of the Termination
Date and the denominator of which is 365; and (iii) such earned pro rata bonus shall be paid no later than March 15th
of the year following the year in which the Termination Date occurs.


 


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)	a lump sum payment equal to the pro-rata Annual Bonus, if any, that the Executive would have earned for the EIP year in which
the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the
date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two-and-a-half (2
1/2) months following the end of the calendar year in which the Termination Date occurs.



 


(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 her
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's employment shall not be deemed terminated by the Company
and 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


 




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and her 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 upon the effectiveness of the Release equal to three (3) times her average taxable compensation (i.e., the
average annual compensation includable in gross income for Internal Revenue Code reporting purposes, partial years being annualized)
for the immediately preceding five (5) taxable years (or such shorter period as the Executive was employed);



 


		(ii)	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 herself and her 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:



 


(x) the three-year anniversary
of the Termination Date;


 


(y) the date the Executive
is no longer eligible to receive COBRA continuation coverage; and


 


(z) the date on which the
Executive receives/becomes eligible to receive substantially similar coverage from another employer.


 


		(iii)	A lump sum cash payment equal to the projected cost to the Company and the Banks of providing health insurance coverage to
the Executive and her dependents for a number of months equal to 36 minus the number of months covered by COBRA as of the Termination
Date, with the projected cost to be based on the employer share of the premiums payable by the Company or the Banks as of the Termination
Date and assuming that the rate of premiums increases by 10% on each regular renewal date for the insurance policy during the Severance
Period. The payment shall be made within ten (10) business days following the expiration of the Release Execution Period.



 


		(iv)	A lump sum cash payment equal to the projected cost to the Company and the Banks of providing group life insurance and group
short-term and long-term disability insurance to the Executive for a period of three years following the Termination Date, with
the projected cost to



 




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be based on the premiums payable
by the Company or the Banks as of the Termination Date and assuming that the rate of premiums increases by 10% on each regular
renewal date for the insurance policies during such three-year period. The payment shall be made within ten (10) business days
following the expiration of the Release Execution Period.


 


		(v)	A lump sum cash payment equal to the pro rata portion of any Annual Bonus awarded to the Executive under the EIP (as revised
pursuant to Section 4.2 above) and earned with respect to the calendar year in which the Termination Date occurs, provided that
(i) the amount of the bonus earned shall be determined based on the extent to which the performance objectives with respect to
the bonus were met during the calendar year in which the Termination Date occurs; (ii) the amount of the bonus earned shall be
pro-rated by multiplying the amount of the earned bonus by a fraction, the numerator of which is the number of days elapsed in
the calendar year as of the Termination Date and the denominator of which is 365; and (iii) such earned pro rata bonus shall be
paid no later than March 15th of the year following the year in which the Termination Date occurs.



 


		(vi)	notwithstanding the terms of any equity incentive plan or award agreements, as applicable:



 


(x)       all outstanding
unvested stock options/stock appreciation rights granted to the Executive during the Employment Term shall become fully vested;


 


(y)       all outstanding
equity-based compensation awards other than stock options/stock appreciation rights that are not intended to qualify as performance-based
compensation under Section 162(m)(4)(C) shall become fully vested and the restrictions thereon shall lapse; provided that, any
delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under
Section 409A shall remain in effect; and


 


(z)       all outstanding
equity-based compensation awards other than stock options/stock appreciation rights that are intended to constitute performance-based
compensation under Section 162(m)(4)(C) shall (A) become fully vested as of the Termination Date, (B) have the performance period
expire as of the last day of the calendar month immediately preceding the Termination Date, and (C) be paid out on a pro-rated
basis if the applicable


 




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performance goals (pro-rated
if appropriate) are satisfied for the shortened performance period, with the pro-rata payment to reflect the number of days in
the shortened performance period as compared to the number of days in the scheduled performance period and with the pro-rata payment
to be paid in a lump sum within ten (10) business days following the Termination Date.


 


(b)    The term “Change
in Control” shall mean the occurrence of any one or more 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;



 


		(ii)	one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the
date of the most recent acquisition) ownership of the Company's stock possessing thirty percent (30%) or more of the total voting
power of the stock of the Company;



 


		(iii)	a majority of the members of the Board of Directors of the Company are replaced during any twelve-month period by directors
whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or



 


		(iv)	the sale of all or substantially all of the Company's assets defined as the acquisition of Company assets having a fair market
value, without regard to liabilities of 40% or more of the total gross fair market value of all of the assets of the Company immediately
prior to such acquisition.



 




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For purposes of this Agreement, the terms
“person” and “acting as a group” shall have the meanings specified in the 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 Banks, or a subsidiary of either of them, by the Company, the Banks, or any subsidiary of either of them, or
by any employee benefit plan maintained by any of them. In addition, no Change in Control shall be deemed to have occurred simply
due to the occurrence of the merger of the two Banks and any change in the constitution of the Board of Directors of the resultant,
merged institution. Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction
constitutes a change in the ownership of the Company or the Banks, a change in the effective control of the Company or the
Banks or a change in the ownership of a substantial portion of the assets of the Company or the Banks, in each case as provided
under Section 409A of the Code and the regulations thereunder.


 


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 22. 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 


 






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Agreement, the Executive's Termination Date
shall be the date on which such Notice of Termination is delivered;


 


(e)     If
the Executive terminates her 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 either party provides notice of non-renewal pursuant to Section 1, the end of the then 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.


 


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 Banks 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 Code and will be subject
to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), either


 




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		(i)	if reduction of the amount of the parachute payments by 10% or less will avoid the imposition of the Excise Tax, then such
280G Payments shall be reduced by the minimum amount required so that no amount payable to the Executive will be subject to the
Excise Tax, with the cash severance to be reduced first and with any further reductions that may be required to be determined by
Tax Counsel (as defined below) in a manner that minimizes the impact to the Executive; or



 


		(ii)	if (i) does not apply, the Company shall pay to the Executive, no later than ten (10) business days following the Termination
Date, an additional amount (the “280G Gross-Up Payment”) equal to the sum of the Excise Tax payable by the Executive
on the parachute payments; for purposes of clarity, the 280G Gross-Up Payment is “first level” only, meaning the additional
amount paid as 280G Gross-Up Payment will equal the Excise Tax on the Executive’s total excess parachute payments prior to
such 280G Gross-Up Payment and will NOT include payment for excise or other taxes that will also be due from the Executive on the
280G Gross-Up Payment.



 


(b)     If the Term of this Agreement
is extended beyond December 31, 2017, and the Change in Control has not occurred by that date, Section 5.9(a) will no longer
apply. In that case, if the 280G Payments constitute “parachute payments” within the meaning of Section 280G
of the Code and would, but for this Section 5.9, be subject to the excise tax imposed under Section 4999 of the Code (the
“Excise Tax”), then such 280G Payments shall be reduced by the minimum amount required so that no amount payable
to the Executive will be subject to the Excise Tax (with the cash severance to be reduced first and with any further reductions
that may be required to be determined by Tax Counsel (as defined below) in a manner that minimizes the impact to the Executive)
OR at the Executive’s option, she can elect to receive the full amount of the 280G Payment and be subject to and responsible
for the payment of all taxes of any kind payable thereon, including the Excise Tax.


 


(c)     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.


 




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(d)     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.


 


6.    Cooperation.
The parties agree that certain matters in which the Executive will be involved during the Employment Term may necessitate the Executive's
cooperation in the future. Accordingly, following the termination of the Executive's employment for any reason, to the extent reasonably
requested by the Board, 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, she 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 Banks 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 her in the course of her 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.


 


Without otherwise limiting the foregoing,
the parties agree that this Agreement and the terms hereof (“Contract Information”) shall constitute Confidential Information
unless and until the Company determines that it or they must or should be


 




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disclosed, in whole or in part. The Company
intends to coordinate any such required or desired disclosure of Contract Information with the Executive. At present, the parties
note and agree that appropriate disclosures regarding the Contract information will be made to the Company’s current stockholders
in connection with the Company’s annual shareholder meeting, and in any future public offering document and/or 1934 Act filings
following the registration of the Company’s stock under that Act.


 


(b)     Disclosure and Use Restrictions.


 


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 Banks. 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 her 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 she begins employment by the Company)
and shall continue during and after her 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 her personal attorneys,
accountants and other advisors, as necessary for the performance of their duties and on a confidential basis.


 


8.    Restrictive
Covenants.


 


8.1     Acknowledgment.
The Executive understands that the nature of the Executive's position gives her access to and knowledge of Confidential Information
and places her in a position of trust and confidence
with the Company. The Executive understands and 


 




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acknowledges that the intellectual services she 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 one (1) year, 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 such one-year period shall not apply if the termination of employment is covered
by Section 5.4 above and the Change in Control occurs on or before December 31, 2013), the Executive agrees and covenants not to
engage in Prohibited Activity within any county in which the Company, the Banks or any of their affiliates
maintains as of the Termination Date or has pending as of the Termination Date a filing for permission to establish a branch, loan
production office, or mortgage production office (the “Restricted Area”). 


 


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 Fairfield County, Connecticut; or (ii) becomes affiliated with a different
Community Banking Institution in the Restricted Area;


 


(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 Banks 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.


 




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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.


 


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 Banks 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 such one-year period shall not
apply if the termination of employment is covered by Section 5.4 above and the Change in Control occurs on or before December 31,
2013).


 


8.4     Non-solicitation of
Clients. The Executive understands and acknowledges that because of the Executive's experience with and relationship to the
Company, she will have access to and learn about much or all of the clients, prospective clients and referral sources of the Company,
the Banks 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 (provided that such one-year period shall not apply if
the termination of employment is covered by Section 5.4 above and the Change in Control occurs on or before December 31, 2013),
not to directly or indirectly (a) solicit any actual or prospective client or client-referral source
who had a business relationship with the Company, the Banks 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 reduce a business relationship with the Company, the Banks or any of their affiliates. 


 


8.5     Non-disparagement.
The Executive agrees and covenants that she 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 Banks, any of their affiliates
or their respective businesses, or any of their employees,


 




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officers, and existing and prospective
clients, except to the extent required by applicable law or regulation.


 


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 (provided
that such one-year period shall not apply if the termination of employment is covered by Section 5.4 above and the Change in Control
occurs on or before December 31, 2013), the Executive covenants and agrees that she will not, directly or indirectly and for whatever
reason, whether for her own account or for the account of any other person, firm, corporation or other organization:


 


(a)  solicit, employ, or otherwise
interfere with any of the contracts or relationships of the Company, the Banks or any of their affiliates with any employee, officer,
director or any independent contractor who is employed by or associated with the Company, the Banks 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 Banks or any of
their affiliates with any independent contractor, customer, client or supplier of the Company, the Banks 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 her possession
concerning the business or affairs of the Company, the Banks or any of their affiliates shall be the sole property of the Company.
Upon termination of her 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 her possession owned by the Company upon the termination of her employment.


 


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 her 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.


 




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


 


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


 




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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.  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 Banks. Payments pursuant to this Agreement shall be allocated between the Company and the
Banks 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 Banks on a quarterly basis, unless the applicable provision of this Agreement specifies that the payment
shall be made by either the Company or the Banks. In no event shall the Executive receive duplicate payments or benefits from the
Company and the Banks.


 


14.  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.


 


15.  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 the 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.


 


16.  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


 




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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.


 


17.  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.


 


18.  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.


 


19.  Tolling.
Should the Executive violate any of the terms of the restrictive covenant obligations articulated herein, the time period for compliance
with such obligations shall be tolled for the full period in which the Executive is in violation of such obligations, with the
tolled period to be added to the period of time remaining following the first date on which the Executive ceases to be in violation
of such obligation.


 


20.  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.


 




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Notwithstanding any other provision of
this Agreement, if any payment or benefit provided to the Executive in connection with her 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.


 


21.  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.


 


22.  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


Personnel and Compensation Committee


BNC Financial Group, Inc.


208 Elm Street


New Canaan, CT 06840


 


If to the Executive:


 


Peyton R. Patterson


*****


*****


 


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


 


* Certain information has been redacted.


 




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23.1  The Executive's acceptance
of employment with the Company and the performance her 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 she is a party or is otherwise bound.


 


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


 


24.  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.


 


25.  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.


 


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


 


[SIGNATURE PAGE FOLLOWS]


 




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


 





	 	BNC FINANCIAL GROUP, INC.
	 	 
	 	By 	/s/ James A. Fieber
	 	Name: James A. Fieber
	 	Title: Chairman of the Personnel and

 Compensation Committee
	 	 
	 	THE BANK OF NEW CANAAN
	 	 
	 	By	/s/ James A. Fieber
	 	Name: James A. Fieber
	 	Title: Vice Chairman
	 	 
	 	THE BANK OF FAIRFIELD
	 	 
	 	By  	/s/ Victor S. Liss
	 	Name: Victor S. Liss
	 	Title: Chairman







 





	 	EXECUTIVE	 
	 	 	 
	 	Signature:  	 /s/ Peyton R. Patterson	 
	 	 	 
	 	Name: Peyton R. Patterson	 
























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