3.01 Title. During the Term, Employee agrees to serve as the Companys President .

3 . 01 Title . During the Term , Employee agrees to serve as the Companys President .


3.02 Duties. During the Term, Employee agrees to serve the Company, and Employee will faithfully and to the best of his ability discharge the duties associated with his position and will devote his full time during business hours for the Company and to the business and affairs of the Company, its direct and indirect subsidiaries and its affiliates. Employee hereby confirms that during the Term, he will not render or perform services for any other corporation, firm, entity or person. Employee recognizes that he will be required to travel to perform certain of his duties. Employee shall report to, and be subject to the direction of, the Companys President , or if determined by the Board of Directors (the Board), the Board or the Chief Executive Officer. Notwithstanding the foregoing, Employee shall be permitted to participate in, and be involved with, such community, educational, charitable, professional, and religious organizations so long as such participation does not, in the judgment of the Board interfere with the performance of or create a potential conflict with Employees duties hereunder.

3 . 02 Duties . During the Term , Employee agrees to serve the Company , and Employee will faithfully and to the best of his ability discharge the duties associated with his position and will devote his full time during business hours for the Company and to the business and affairs of the Company , its direct and indirect subsidiaries and its affiliates . Employee hereby confirms that during the Term , he will not render or perform services for any other corporation , firm , entity or person . Employee recognizes that he will be required to travel to perform certain of his duties . Employee shall report to , and be subject to the direction of , the Companys President , or if determined by the Board of Directors ( the Board ) , the Board or the Chief Executive Officer . Notwithstanding the foregoing , Employee shall be permitted to participate in , and be involved with , such community , educational , charitable , professional , and religious organizations so long as such participation does not , in the judgment of the Board interfere with the performance of or create a potential conflict with Employees duties hereunder .


4.04 Equity Awards. Following the Effective Date, the Employee shall be eligible to be issued either (i) 123,000 options to purchase ClassA Common Stock of the Company (the Options), subject to the Company undergoing an initial public offering of the Companys common stock (the IPO) on or prior to December31, 2017 , or (ii) 600 Common Units (the Profits Interests) of Funko Acquisition Holdings, LLC (the Parent), in the event the IPO does not occur for any reason on or prior to December31, 2017 . The Options will be subject to an incentive award plan, to be adopted by the Company and an award agreement. The Profits Interests will be subject to the Parents limited liability company agreement and an award agreement to be adopted thereunder. The Options or Profits Interests, as applicable, will be subject to vesting with 25% of such award vesting as of the date of grant and the remaining 75% of such award vesting ratably on the first three anniversaries of the date of grant.

4 . 04 Equity Awards . Following the Effective Date , the Employee shall be eligible to be issued either ( i ) 123 , 000 options to purchase ClassA Common Stock of the Company ( the Options ) , subject to the Company undergoing an initial public offering of the Companys common stock ( the IPO ) on or prior to December31 , 2017 , or ( ii ) 600 Common Units ( the Profits Interests ) of Funko Acquisition Holdings , LLC ( the Parent ) , in the event the IPO does not occur for any reason on or prior to December31 , 2017 . The Options will be subject to an incentive award plan , to be adopted by the Company and an award agreement . The Profits Interests will be subject to the Parents limited liability company agreement and an award agreement to be adopted thereunder . The Options or Profits Interests , as applicable , will be subject to vesting with 25 % of such award vesting as of the date of grant and the remaining 75 % of such award vesting ratably on the first three anniversaries of the date of grant .


Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 , as amended (the Exchange Act )) ( other than Funko, Inc. , any of their respective subsidiaries, ACON Equity Management, L.L.C., ACON Equity GenPar, L.L.C., any other entity owned or controlled by one or more of the managing members or managers of ACON Equity Management, L.L.C. or ACON Equity GenPar, L.L.C. (collectively, ACON), any employee benefit plan maintained by Funko, Inc. or any of their respective subsidiaries, or a person that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, Funko, Inc. or ACON), directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act ) of securities of Funko, Inc. possessing more than fifty percent (50%) of the total combined voting power of Funko, Inc. s securities outstanding immediately after such acquisition; (ii)the majority of the members of the Board are replaced during any twelve (12)month period by directors whose appointment or election is not endorsed by a majority of the Board, as applicable, prior to the date of such appointment or election; or (iii)a sale or other disposition of all or substantially all of the Companys assets in any single transaction or series of related transactions.

Sections 13 ( d ) and 14 ( d ) ( 2 ) of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) ) ( other than Funko , Inc . , any of their respective subsidiaries , ACON Equity Management , L . L . C . , ACON Equity GenPar , L . L . C . , any other entity owned or controlled by one or more of the managing members or managers of ACON Equity Management , L . L . C . or ACON Equity GenPar , L . L . C . ( collectively , ACON ) , any employee benefit plan maintained by Funko , Inc . or any of their respective subsidiaries , or a person that , prior to such transaction , directly or indirectly controls , is controlled by , or is under common control with , Funko , Inc . or ACON ) , directly or indirectly acquires beneficial ownership ( within the meaning of Rule 13d-3 under the Exchange Act ) of securities of Funko , Inc . possessing more than fifty percent ( 50 % ) of the total combined voting power of Funko , Inc . s securities outstanding immediately after such acquisition ; ( ii ) the majority of the members of the Board are replaced during any twelve ( 12 ) month period by directors whose appointment or election is not endorsed by a majority of the Board , as applicable , prior to the date of such appointment or election ; or ( iii ) a sale or other disposition of all or substantially all of the Companys assets in any single transaction or series of related transactions .


(b) Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section409A, in the event that (i)Employee is deemed to be a specified employee within the meaning of Section409A(a)(2) (B)(i) of the Code, (ii)amounts or benefits under this Agreement or any other program, plan or arrangement of the Company or a controlled group affiliate thereof are due or payable on account of separation from service within the meaning of Treasury Regulations Section1.409A-l(h) and (iii)Employee is employed by a public company or a controlled group affiliate thereof: no payments hereunder that are deferred compensation subject to Section409A shall be made to Employee prior to the date that is six (6)months after the date of Employees separation from service or, if earlier, Employees date of death; following any applicable six (6)month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date, without interest.

( b ) Notwithstanding anything in this Agreement to the contrary , the following special rule shall apply , if and to the extent required by Section409A , in the event that ( i ) Employee is deemed to be a specified employee within the meaning of Section409A ( a ) ( 2 ) ( B ) ( i ) of the Code , ( ii ) amounts or benefits under this Agreement or any other program , plan or arrangement of the Company or a controlled group affiliate thereof are due or payable on account of separation from service within the meaning of Treasury Regulations Section1 . 409A-l ( h ) and ( iii ) Employee is employed by a public company or a controlled group affiliate thereof : no payments hereunder that are deferred compensation subject to Section409A shall be made to Employee prior to the date that is six ( 6 ) months after the date of Employees separation from service or , if earlier , Employees date of death ; following any applicable six ( 6 ) month delay , all such delayed payments will be paid in a single lump sum on the earliest permissible payment date , without interest .


1\. General Release. The Employee, on his own behalf and on behalf of his spouse, child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and anyone else claiming through him (the Releasors), hereby releases and discharges forever Funko, Inc. , and its affiliates, and each of their respective past, present or future parent, affiliated, related, and subsidiary entities and each of their respective past, present or future directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and all Persons acting by, through, under or in concert with them (hereinafter collectively referred to as the Released Parties), from and against all liabilities, claims, demands, liens, causes of action, charges, suits, complaints, grievances, contracts, agreements, promises, obligations, costs, losses, damages, injuries, attorneys fees and other legal responsibilities (collectively referred to as Claims), of any form whatsoever (whether or not relating to Employees employment with the Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866 , the Civil Rights Act of 1871 , the Civil Rights Act of 1964 , the Americans With Disabilities Act of 1990 , the Age Discrimination in Employment Act of 1967 ( ADEA ), the Sarbanes-Oxley Act of 2002 , the Securities Act of 1933 , the Securities Exchange Act of 1934 (the Exchange Act ), the Employee Retirement Income Security Act of 1974 , the Rehabilitation Act of 1973 , the Family and Medical Leave Act of 1993 , the Genetic Information Nondiscrimination Act of 2008 , the Worker Adjustment and Retraining Notification Act of 1988 , the Delaware Discrimination in Employment Act , the Delaware Persons with Disabilities Employment Protection Act , the Delaware Whistleblowers Protection Act , the Delaware Wage Payment and Collection Act , the Delaware Fair Employment Practices Act , Delawares social media law, the Washington Industrial Welfare Act , the Washington Minimum Wage Act , the Washington Wage Payment Act , the Washington Wage Rebate Act , the Washington Law Against Discrimination and the Washington Leave Law, as each may have been amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of the Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the date of execution of this Release, and without limiting the generality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a)the Employment Agreement; (b)the Employees employment or other relationship with any of the Released Parties or the termination thereof; and (c)the Employees

1 \ . General Release . The Employee , on his own behalf and on behalf of his spouse , child or children ( if any ) , heirs , personal representative , executors , administrators , successors , assigns and anyone else claiming through him ( the Releasors ) , hereby releases and discharges forever Funko , Inc . , and its affiliates , and each of their respective past , present or future parent , affiliated , related , and subsidiary entities and each of their respective past , present or future directors , officers , employees , trustees , agents , attorneys , administrators , plans , plan administrators , insurers , equityholders , members , representatives , predecessors , successors and assigns , and all Persons acting by , through , under or in concert with them ( hereinafter collectively referred to as the Released Parties ) , from and against all liabilities , claims , demands , liens , causes of action , charges , suits , complaints , grievances , contracts , agreements , promises , obligations , costs , losses , damages , injuries , attorneys fees and other legal responsibilities ( collectively referred to as Claims ) , of any form whatsoever ( whether or not relating to Employees employment with the Company ) , including , but not limited to , any claims in law , equity , contract or tort , claims under any policy , agreement , understanding or promise , written or oral , formal or informal , between the Employee and the Company or any of the other Released Parties , and any claims under the Civil Rights Act of 1866 , the Civil Rights Act of 1871 , the Civil Rights Act of 1964 , the Americans With Disabilities Act of 1990 , the Age Discrimination in Employment Act of 1967 ( ADEA ) , the Sarbanes-Oxley Act of 2002 , the Securities Act of 1933 , the Securities Exchange Act of 1934 ( the Exchange Act ) , the Employee Retirement Income Security Act of 1974 , the Rehabilitation Act of 1973 , the Family and Medical Leave Act of 1993 , the Genetic Information Nondiscrimination Act of 2008 , the Worker Adjustment and Retraining Notification Act of 1988 , the Delaware Discrimination in Employment Act , the Delaware Persons with Disabilities Employment Protection Act , the Delaware Whistleblowers Protection Act , the Delaware Wage Payment and Collection Act , the Delaware Fair Employment Practices Act , Delawares social media law , the Washington Industrial Welfare Act , the Washington Minimum Wage Act , the Washington Wage Payment Act , the Washington Wage Rebate Act , the Washington Law Against Discrimination and the Washington Leave Law , as each may have been amended from time to time , or any other federal , state or local statute , regulation , law , rule , ordinance or constitution , or common law , whether known or unknown , unforeseen , unanticipated , unsuspected or latent , that the Employee or any of the Releasors now possess or have a right to , or have at any time heretofore owned or held , or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the date of execution of this Release , and without limiting the generality of the foregoing , from all claims , demands and causes of action based upon , relating to , or arising out of : ( a ) the Employment Agreement ; ( b ) the Employees employment or other relationship with any of the Released Parties or the termination thereof ; and ( c ) the Employees


2.1. Salary. As compensation for the performance of the Executives services hereunder, during the Employment Period, the Company shall pay to the Executive a salary at an annual rate of $340,000 payable in accordance with the Companys standard payroll policies (the Base Salary). The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the Board (or a committee thereof) in its sole discretion.

2 . 1 . Salary . As compensation for the performance of the Executives services hereunder , during the Employment Period , the Company shall pay to the Executive a salary at an annual rate of $ 340 , 000 payable in accordance with the Companys standard payroll policies ( the Base Salary ) . The Base Salary will be reviewed annually and may be adjusted upward ( but not downward ) by the Board ( or a committee thereof ) in its sole discretion .


New York, NY 10036


This General Release (this Release) is made and entered into by and between Michael J. Henricks (Executive) and BakerCorp (the Company).

This General Release ( this Release ) is made and entered into by and between Michael J . Henricks ( Executive ) and BakerCorp ( the Company ) .


Breach of Agreement. Executive agrees that in the event the Company is required to commence an action in law or equity to enforce its rights under any provision of this Release and prevails, Executive shall be liable for the reasonable attorneys fees, costs and related expenses incurred by the Company in connection with such action (other than with respect to any claim under the ADEA ). | ---|--- 12.

Breach of Agreement . Executive agrees that in the event the Company is required to commence an action in law or equity to enforce its rights under any provision of this Release and prevails , Executive shall be liable for the reasonable attorneys fees , costs and related expenses incurred by the Company in connection with such action ( other than with respect to any claim under the ADEA ) . | - - - | - - - 12 .


Governing Law. This Release shall be governed by the internal laws of the State of Delaware , without regard to its conflict of laws principles. Each party to this Release irrevocably submits to the non-exclusive jurisdiction of any state or federal court within the state of Delaware with respect to any cause or claim arising under or relating to this Release. Each party to this Release irrevocably consents to the service of process by registered mail or personal service. | ---|--- 16.

Governing Law . This Release shall be governed by the internal laws of the State of Delaware , without regard to its conflict of laws principles . Each party to this Release irrevocably submits to the non-exclusive jurisdiction of any state or federal court within the state of Delaware with respect to any cause or claim arising under or relating to this Release . Each party to this Release irrevocably consents to the service of process by registered mail or personal service . | - - - | - - - 16 .


BAKERCORP INTERNATIONAL HOLDINGS, INC. 2011 EQUITY INCENTIVE PLAN

BAKERCORP INTERNATIONAL HOLDINGS , INC . 2011 EQUITY INCENTIVE PLAN


12. Accredited Investor. The Optionee has completed Schedule I attached hereto indicating whether the Optionee is an accredited investor as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933 .

12 . Accredited Investor . The Optionee has completed Schedule I attached hereto indicating whether the Optionee is an accredited investor as that term is defined in Rule 501 ( a ) of Regulation D under the Securities Act of 1933 .


6.Underwriter Lock-Up. The Purchaser agrees (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering of equity securities of the Company not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act , the Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell the Shares or any other equity securities of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to.

6 . Underwriter Lock-Up . The Purchaser agrees ( i ) to the extent requested in writing by a managing underwriter , if any , of any underwritten public offering pursuant to a registration or offering of equity securities of the Company not to sell , transfer or otherwise dispose of , including any sale pursuant to Rule 144 under the Securities Act , the Shares , or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company ( other than as part of such underwritten public offering ) during the time period reasonably requested by the managing underwriter , not to exceed one hundred eighty ( 180 ) days or such shorter period as the Company or any executive officer or director of the Company shall agree to and ( ii ) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account , not to sell the Shares or any other equity securities of the Company ( other than as part of such underwritten public offering ) during the time period reasonably requested by the managing underwriter , which period shall not exceed one hundred eighty ( 180 ) days or such shorter period as the Company or any executive officer or director of the Company shall agree to .


This EMPLOYMENT AGREEMENT (the Agreement) is entered into on October[], 2017 , by and between OPTINOSE US,INC. , a Delaware corporation (the Company), and Michael F. Marino (Executive).

This EMPLOYMENT AGREEMENT ( the Agreement ) is entered into on October [ ] , 2017 , by and between OPTINOSE US , INC . , a Delaware corporation ( the Company ) , and Michael F . Marino ( Executive ) .


(e) Notwithstanding anything in Section6(f)hereof to the contrary, in the event that Executive is entitled to the amount set forth in Section6(f)(i)as a result of a termination of Executives employment within twelve (12) months after the date of the Change in Control, and such Change in Control does not constitute a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section409A(a)(2)(A) (v)of the Code and its corresponding regulations, and any portion of the severance benefit payable to Executive pursuant to Section6(e)(i)is deemed to constitute deferred compensation subject to the requirements of Section409A of the Code at the time of Executives termination, then such portion that constitutes deferred compensation shall reduce the amount that is paid in a lump sum as provided in Section6(f)(i)and such deferred compensation portion shall instead be paid in substantially equal installments over the installment period as described in Section6(e)(i).

( e ) Notwithstanding anything in Section6 ( f ) hereof to the contrary , in the event that Executive is entitled to the amount set forth in Section6 ( f ) ( i ) as a result of a termination of Executives employment within twelve ( 12 ) months after the date of the Change in Control , and such Change in Control does not constitute a change in ownership or effective control of the Company , or in the ownership of a substantial portion of the assets of the Company , within the meaning of Section409A ( a ) ( 2 ) ( A ) ( v ) of the Code and its corresponding regulations , and any portion of the severance benefit payable to Executive pursuant to Section6 ( e ) ( i ) is deemed to constitute deferred compensation subject to the requirements of Section409A of the Code at the time of Executives termination , then such portion that constitutes deferred compensation shall reduce the amount that is paid in a lump sum as provided in Section6 ( f ) ( i ) and such deferred compensation portion shall instead be paid in substantially equal installments over the installment period as described in Section6 ( e ) ( i ) .


EX-10.16 4 dpdm_ex1016.htm EXECUTIVE EMPLOYMENT AGREEMENT , DATED AS OF MARCH 30, 2017 , BY AND BETWEEN THE COMPANY AND ALLAN MAYER

EX-10 . 16 4 dpdm_ex1016 . htm EXECUTIVE EMPLOYMENT AGREEMENT , DATED AS OF MARCH 30 , 2017 , BY AND BETWEEN THE COMPANY AND ALLAN MAYER


This Executive Employment Agreement (the Agreement) is made and entered into as of March 30, 2017 by and between Allan Mayer (the Executive) and Dolphin Digital Media, Inc. , a Florida corporation (the Company).

This Executive Employment Agreement ( the Agreement ) is made and entered into as of March 30 , 2017 by and between Allan Mayer ( the Executive ) and Dolphin Digital Media , Inc . , a Florida corporation ( the Company ) .


4.8 Executive Lock-Up Period. The Executive acknowledges and agrees that at no time from the Effective Date until the first anniversary of the Closing Date, shall the Executive Transfer or permit to be Transferred any of the shares of Common Stock, including any shares received from an Annual Stock Bonus, (the Shares), except pursuant to an effective registration statement on Form S-1 or Form S-3 promulgated under the Securities Act of 1933 , as amended (the Securities Act ) or upon exercise of put rights (the Put Rights) pursuant to the put agreement between the Executive and the Company dated the date hereof (the Put Agreement). Furthermore, the Executive acknowledges and agrees that, except pursuant to an effective registration statement on Form S-1 or Form S-3 promulgated under the Securities Act , the Executive shall not: (i) on or after the first anniversary of the Closing Date but before the second anniversary of the Closing Date, Transfer or permit to be Transferred more than 262,878 Shares (the First Period Shares); (ii) on or after the second anniversary of the Closing Date but before the third anniversary of the Closing Date, Transfer or permit to be Transferred more than 262,878 Shares plus any portion of the First Period Shares not yet Transferred. After the third anniversary of the Closing Date the Exective shall no longer be restricted under this Section 4.8 from Transferring or permitting to be Transferred any of the Executives Shares. For purposes of this Agreement, Transfer means in respect of a Person, any direct or indirect transfer, sale, assignment, gift, exchange or other transaction (other than the creation of a Lien), whether voluntary, involuntary or by operation of law, by which the legal or beneficial ownership of, or other interest in, such Person, passes from one Person to another Person, whether or not for value.

4 . 8 Executive Lock-Up Period . The Executive acknowledges and agrees that at no time from the Effective Date until the first anniversary of the Closing Date , shall the Executive Transfer or permit to be Transferred any of the shares of Common Stock , including any shares received from an Annual Stock Bonus , ( the Shares ) , except pursuant to an effective registration statement on Form S-1 or Form S-3 promulgated under the Securities Act of 1933 , as amended ( the Securities Act ) or upon exercise of put rights ( the Put Rights ) pursuant to the put agreement between the Executive and the Company dated the date hereof ( the Put Agreement ) . Furthermore , the Executive acknowledges and agrees that , except pursuant to an effective registration statement on Form S-1 or Form S-3 promulgated under the Securities Act , the Executive shall not : ( i ) on or after the first anniversary of the Closing Date but before the second anniversary of the Closing Date , Transfer or permit to be Transferred more than 262 , 878 Shares ( the First Period Shares ) ; ( ii ) on or after the second anniversary of the Closing Date but before the third anniversary of the Closing Date , Transfer or permit to be Transferred more than 262 , 878 Shares plus any portion of the First Period Shares not yet Transferred . After the third anniversary of the Closing Date the Exective shall no longer be restricted under this Section 4 . 8 from Transferring or permitting to be Transferred any of the Executives Shares . For purposes of this Agreement , Transfer means in respect of a Person , any direct or indirect transfer , sale , assignment , gift , exchange or other transaction ( other than the creation of a Lien ) , whether voluntary , involuntary or by operation of law , by which the legal or beneficial ownership of , or other interest in , such Person , passes from one Person to another Person , whether or not for value .


5.1 Section 83(b) Election. If the Executive properly elects, within thirty (30) days of the date of payment of an Annual Stock Bonus (the Payment Date), to include in gross income for federal income tax purposes an amount equal to the fair market value (as of the Payment Date) of the Annual Stock Bonus pursuant to Section 83(b) of the Internal Revenue Code of 1986 , as amended (the Code), the Executive shall make arrangements satisfactory to the Company to pay to the Company any federal, state or local income taxes required to be withheld with respect to the Annual Stock Bonus. If the Executive shall fail to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any shares of Common Stock that otherwise would be issued to the Executive under this Agreement) otherwise due to the Executive any federal, state or local taxes of any kind required by law to be withheld with respect to the Annual Stock Bonus.

5 . 1 Section 83 ( b ) Election . If the Executive properly elects , within thirty ( 30 ) days of the date of payment of an Annual Stock Bonus ( the Payment Date ) , to include in gross income for federal income tax purposes an amount equal to the fair market value ( as of the Payment Date ) of the Annual Stock Bonus pursuant to Section 83 ( b ) of the Internal Revenue Code of 1986 , as amended ( the Code ) , the Executive shall make arrangements satisfactory to the Company to pay to the Company any federal , state or local income taxes required to be withheld with respect to the Annual Stock Bonus . If the Executive shall fail to make such tax payments as are required , the Company shall , to the extent permitted by law , have the right to deduct from any payment of any kind ( including without limitation , the withholding of any shares of Common Stock that otherwise would be issued to the Executive under this Agreement ) otherwise due to the Executive any federal , state or local taxes of any kind required by law to be withheld with respect to the Annual Stock Bonus .


15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to the conflicts of law rules thereof that may require the application of the laws of another jurisdiction.

15 . Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to the conflicts of law rules thereof that may require the application of the laws of another jurisdiction .


Coral Gables, FL 33134


Fax No: (305) 961-5532


Fax No: (212) 589-4201


WHEREAS, the Executive desires to continue to be employed by the Company as President Municipal Division and to perform and to serve the Company on the terms and conditions hereinafter set forth.

WHEREAS , the Executive desires to continue to be employed by the Company as President Municipal Division and to perform and to serve the Company on the terms and conditions hereinafter set forth .


1.2. Duties. During the Employment Period, the Executive shall serve as President Municipal Division of the Company and such other positions as an officer or director of the Company and such affiliates of the Company as the Company shall determine from time to time, and shall report directly to Chief Executive Officer. In his position of President Municipal Division , the Executive shall perform duties customary for the President Municipal Division of a company similar to the Companys size and nature, plus such additional duties, consistent with the foregoing, as the Chief Executive Officer or his designee may reasonably assign.

1 . 2 . Duties . During the Employment Period , the Executive shall serve as President Municipal Division of the Company and such other positions as an officer or director of the Company and such affiliates of the Company as the Company shall determine from time to time , and shall report directly to Chief Executive Officer . In his position of President Municipal Division , the Executive shall perform duties customary for the President Municipal Division of a company similar to the Companys size and nature , plus such additional duties , consistent with the foregoing , as the Chief Executive Officer or his designee may reasonably assign .


2.4. Business Expenses. The Company shall pay or reimburse the Executive, upon presentation of documentation, for all commercially reasonable out-of-pocket business expenses that the Executive incurs during the Employment Period in performing his duties under this Employment Agreement and in accordance with the expense reimbursement policy of the Company as approved by the Board (or a committee thereof) and in effect from time to time. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense or reimbursement described in this Employment Agreement does not constitute a deferral of compensation within the meaning of Section409A of the Internal Revenue Code of 1986 , as amended, and the regulations and guidance thereunder (Section409A), any expense

2 . 4 . Business Expenses . The Company shall pay or reimburse the Executive , upon presentation of documentation , for all commercially reasonable out-of-pocket business expenses that the Executive incurs during the Employment Period in performing his duties under this Employment Agreement and in accordance with the expense reimbursement policy of the Company as approved by the Board ( or a committee thereof ) and in effect from time to time . Notwithstanding anything herein to the contrary or otherwise , except to the extent any expense or reimbursement described in this Employment Agreement does not constitute a deferral of compensation within the meaning of Section409A of the Internal Revenue Code of 1986 , as amended , and the regulations and guidance thereunder ( Section409A ) , any expense


4.2. Non-Competition. By and in consideration of the Companys entering into this Employment Agreement, and in further consideration of the Executives exposure to the Confidential Information of the Company Group, the Executive agrees that the Executive shall not, during the Employment Period and for one year following the Executives Termination Date (the Restriction Period), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934 , as amended, standing alone, be prohibited by this Section4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, Restricted Enterprise shall mean any business that is in competition with (a)the present products marketed or sold by the Company to its customers and as such products may be improved and/or modified, (b)the present services marketed, sold or provided by the Company to its customers and as such services may be improved and/or modified or (c)the products and/or services the Company develops, designs, manufactures, markets, produces or supplies in the future to its customers. In the case of each of (a), (b)and (c)above, such businesses shall include, but not be limited to, businesses that are associated with the treatment of intake water, process water or waste-water in industrial and municipal end markets through the provision of

4 . 2 . Non-Competition . By and in consideration of the Companys entering into this Employment Agreement , and in further consideration of the Executives exposure to the Confidential Information of the Company Group , the Executive agrees that the Executive shall not , during the Employment Period and for one year following the Executives Termination Date ( the Restriction Period ) , directly or indirectly , own , manage , operate , join , control , be employed by , or participate in the ownership , management , operation or control of , or be connected in any manner with , including , without limitation , holding any position as a stockholder , director , officer , consultant , independent contractor , employee , partner , or investor in , any Restricted Enterprise ( as defined below ) ; provided , that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934 , as amended , standing alone , be prohibited by this Section4 . 2 , so long as the Executive does not have , or exercise , any rights to manage or operate the business of such issuer other than rights as a stockholder thereof . For purposes of this paragraph , Restricted Enterprise shall mean any business that is in competition with ( a ) the present products marketed or sold by the Company to its customers and as such products may be improved and / or modified , ( b ) the present services marketed , sold or provided by the Company to its customers and as such services may be improved and / or modified or ( c ) the products and / or services the Company develops , designs , manufactures , markets , produces or supplies in the future to its customers . In the case of each of ( a ) , ( b ) and ( c ) above , such businesses shall include , but not be limited to , businesses that are associated with the treatment of intake water , process water or waste-water in industrial and municipal end markets through the provision of


4.6. Proprietary Rights. The Executive shall disclose promptly to the Company any and all inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived, discovered, reduced to practice, or made by him, either alone or in conjunction with others, during the Executives employment with the Company and related to the business or activities of the Company Group (the Developments). Except to the extent any rights in any Developments constitute a work made for hire under the U.S. Copyright Act , 17 U.S.C . 101 et seq. that are owned ab initio by a member of the Company Group, the Executive assigns and agrees to assign all of his right, title and interest in all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement. The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U.S. Copyright Act , 17 U.S.C 101 et seq. are owned upon creation by the Company as the Executives employer. Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group. These obligations shall continue beyond the end of the Executives employment with the Company with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Executive while employed by the Company, and shall be binding upon the Executives employers, assigns, executors, administrators and other legal representatives. In connection with his execution of this Employment Agreement, the Executive has informed the Company in writing of any interest

4 . 6 . Proprietary Rights . The Executive shall disclose promptly to the Company any and all inventions , discoveries , and improvements ( whether or not patentable or registrable under copyright or similar statutes ) , and all patentable or copyrightable works , initiated , conceived , discovered , reduced to practice , or made by him , either alone or in conjunction with others , during the Executives employment with the Company and related to the business or activities of the Company Group ( the Developments ) . Except to the extent any rights in any Developments constitute a work made for hire under the U . S . Copyright Act , 17 U . S . C . 101 et seq . that are owned ab initio by a member of the Company Group , the Executive assigns and agrees to assign all of his right , title and interest in all Developments ( including all intellectual property rights therein ) to the Company or its nominee without further compensation , including all rights or benefits therefor , including without limitation the right to sue and recover for past and future infringement . The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U . S . Copyright Act , 17 U . S . C 101 et seq . are owned upon creation by the Company as the Executives employer . Whenever requested to do so by the Company , the Executive shall execute any and all applications , assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks , patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group . These obligations shall continue beyond the end of the Executives employment with the Company with respect to inventions , discoveries , improvements or copyrightable works initiated , conceived or made by the Executive while employed by the Company , and shall be binding upon the Executives employers , assigns , executors , administrators and other legal representatives . In connection with his execution of this Employment Agreement , the Executive has informed the Company in writing of any interest


THIS EMPLOYMENT AGREEMENT (this Agreement), dated as of July2, 2008 , between STERLING BANCORP,INC. , a Michigan corporation (the Company), STERLING BANK AND TRUST, F.S.B. , ( the Bank), and their affiliated entities (collectively Employer) with their principal offices located at One Towne Square, 17th Floor, Southfield, MI 48076 and Gary Judd , who resides at 3 Cantitoe Lane , Englewood, CO 80113 (the Executive).

THIS EMPLOYMENT AGREEMENT ( this Agreement ) , dated as of July2 , 2008 , between STERLING BANCORP , INC . , a Michigan corporation ( the Company ) , STERLING BANK AND TRUST , F . S . B . , ( the Bank ) , and their affiliated entities ( collectively Employer ) with their principal offices located at One Towne Square , 17th Floor , Southfield , MI 48076 and Gary Judd , who resides at 3 Cantitoe Lane , Englewood , CO 80113 ( the Executive ) .


(c) The Executive will use his best efforts to perform diligently such duties as are consistent with his capacity as Chairman or such other duties as the Board and/or Board reasonably determines, including on an interim basis, the duties associated with being a Chief Executive Officer . The Executive will devote as much time as necessary per month to the performance of his responsibilities hereunder; and, the Executive may make personal investments, engage in such outside non-competitive business activities or engage in other activities for any charitable or other non-profit institution, provided that such activities do not interfere with the performance of the Executives duties hereunder.

( c ) The Executive will use his best efforts to perform diligently such duties as are consistent with his capacity as Chairman or such other duties as the Board and / or Board reasonably determines , including on an interim basis , the duties associated with being a Chief Executive Officer . The Executive will devote as much time as necessary per month to the performance of his responsibilities hereunder ; and , the Executive may make personal investments , engage in such outside non-competitive business activities or engage in other activities for any charitable or other non-profit institution , provided that such activities do not interfere with the performance of the Executives duties hereunder .


(d) While it is contemplated that after an initial transition and organizational period, in connection with the Executives employment, the Executive will spend no less than two (2)weeks per month at the Employers offices in San Francisco, California , it is also understood by the Parties that the Executive may need to spend more of his time at the Employers current Michigan headquarters in order to reasonably perform his responsibilities hereunder. The objective of the Parties, in connection with the Executives employment, is for the Executive to utilize his professional time and efforts, to advance the goals set forth in the Sterling Operating Model and business plan as approved by the Board and as may be amended by the Board from time to time.

( d ) While it is contemplated that after an initial transition and organizational period , in connection with the Executives employment , the Executive will spend no less than two ( 2 ) weeks per month at the Employers offices in San Francisco , California , it is also understood by the Parties that the Executive may need to spend more of his time at the Employers current Michigan headquarters in order to reasonably perform his responsibilities hereunder . The objective of the Parties , in connection with the Executives employment , is for the Executive to utilize his professional time and efforts , to advance the goals set forth in the Sterling Operating Model and business plan as approved by the Board and as may be amended by the Board from time to time .


4. Base Salary. The Executive will receive from the Bank (but, internally allocated between the Employer entities) an annual salary of Two Hundred Twenty-Five Thousand Dollars ( $225,000 ) (the Base Salary), payable in accordance with the standard practice of the Bank in the payment of salaries of its employees. The Board will review the Base Salary annually, and may, in its reasonable discretion, adjust the Base Salary.

4 . Base Salary . The Executive will receive from the Bank ( but , internally allocated between the Employer entities ) an annual salary of Two Hundred Twenty-Five Thousand Dollars ( $ 225 , 000 ) ( the Base Salary ) , payable in accordance with the standard practice of the Bank in the payment of salaries of its employees . The Board will review the Base Salary annually , and may , in its reasonable discretion , adjust the Base Salary .


15. Governing Law, Arbitration and Waiver of Jury Trial. The Parties agree, to the extent permitted by law, that they EACH HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY, and agrees not to bring any claim, proceeding or action arising out of or related to this Agreement in any tribunal or court, except as necessary to enforce the provisions of Section10 of this Agreement, mandate arbitration as provided in this section, or enforce an arbitration award rendered pursuant to this Agreement. Any and all disputes related to this Agreement or to the parties performance hereunder, including but not limited to any dispute alleging that this Agreement was obtained by misrepresentation or mistake, will be submitted for resolution into Arbitration with the American Arbitration Association (AAA), in San Francisco, California , to be conducted under then applicable commercial rulespromulgated by the AAA. Notwithstanding the above, the Employer may seek injunctive relief in a California court of competent jurisdiction, to enjoin any breach or anticipatory breach of the Executives obligations as set forth in paragraphs 8 and 9 of this Agreement, pending the outcome of an Arbitration of their dispute. The parties further agree and acknowledge that the Executive is a resident of the State of Colorado and that the Company is a resident of the State of Michigan for traditional jurisdiction and venue purposes, but they are nevertheless voluntarily agreeing to an arbitration venue and personal jurisdiction in the State of California for their mutual convenience. California law will be applied to the resolution of any dispute related to this Agreement.

15 . Governing Law , Arbitration and Waiver of Jury Trial . The Parties agree , to the extent permitted by law , that they EACH HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY , and agrees not to bring any claim , proceeding or action arising out of or related to this Agreement in any tribunal or court , except as necessary to enforce the provisions of Section10 of this Agreement , mandate arbitration as provided in this section , or enforce an arbitration award rendered pursuant to this Agreement . Any and all disputes related to this Agreement or to the parties performance hereunder , including but not limited to any dispute alleging that this Agreement was obtained by misrepresentation or mistake , will be submitted for resolution into Arbitration with the American Arbitration Association ( AAA ) , in San Francisco , California , to be conducted under then applicable commercial rulespromulgated by the AAA . Notwithstanding the above , the Employer may seek injunctive relief in a California court of competent jurisdiction , to enjoin any breach or anticipatory breach of the Executives obligations as set forth in paragraphs 8 and 9 of this Agreement , pending the outcome of an Arbitration of their dispute . The parties further agree and acknowledge that the Executive is a resident of the State of Colorado and that the Company is a resident of the State of Michigan for traditional jurisdiction and venue purposes , but they are nevertheless voluntarily agreeing to an arbitration venue and personal jurisdiction in the State of California for their mutual convenience . California law will be applied to the resolution of any dispute related to this Agreement .


20. Governing Law. This Agreement will be governed by and construed and interpreted in accordance with the laws of California , without reference to principles of conflict of laws.

20 . Governing Law . This Agreement will be governed by and construed and interpreted in accordance with the laws of California , without reference to principles of conflict of laws .


WHEREAS, the Bank agrees to employ Executive as its President and Chief Executive Officer , subject to the authority and direction of the Banks Board of Directors, and Executive agrees to accept such employment subject to the terms and conditions set forth herein; and

WHEREAS , the Bank agrees to employ Executive as its President and Chief Executive Officer , subject to the authority and direction of the Banks Board of Directors , and Executive agrees to accept such employment subject to the terms and conditions set forth herein ; and


During the period of his employment hereunder, Executive agrees to serve as President and Chief Executive Officer for the Bank (the "Executive Position"). As President and Chief Executive Officer , Executive agrees to serve under the direction of the Banks Board of Directors (Board) and to perform the usual and customary duties of the Executive Position and any specific duties as may be prescribed by the Board from time to time.

During the period of his employment hereunder , Executive agrees to serve as President and Chief Executive Officer for the Bank ( the " Executive Position " ) . As President and Chief Executive Officer , Executive agrees to serve under the direction of the Banks Board of Directors ( Board ) and to perform the usual and customary duties of the Executive Position and any specific duties as may be prescribed by the Board from time to time .


(a)The Initial Term of Executives employment under this Agreement shall begin on August 29, 2017 , and shall continue until December 31, 2019 , unless terminated earlier in accordance with the terms herein. This Agreement, if still in effect, shall be reviewed annually thereafter by the Board, and may be renewed for successive one (1) year terms within the Boards sole discretion. The Executives obligations and the Banks rights under Section 10 hereof shall survive the expiration of this Agreement (including the Initial Term and any renewal terms hereof).

( a ) The Initial Term of Executives employment under this Agreement shall begin on August 29 , 2017 , and shall continue until December 31 , 2019 , unless terminated earlier in accordance with the terms herein . This Agreement , if still in effect , shall be reviewed annually thereafter by the Board , and may be renewed for successive one ( 1 ) year terms within the Boards sole discretion . The Executives obligations and the Banks rights under Section 10 hereof shall survive the expiration of this Agreement ( including the Initial Term and any renewal terms hereof ) .


(c)Upon the termination of Executives employment constituting a separation from service, as defined in Treasury Regulation 1.409A-1(h) , and resulting from an Event of Termination as defined in Section 4(a) or 4(b), provided that Executive has signed and delivered to the Bank a release agreement in form and substance acceptable to the Bank (Release Agreement) on or before the deadline set forth in the Release Agreement, which deadline shall not be later than 60 days after the date of Executives termination, and further provided that Executive has not revoked the Release Agreement within the deadline for revocation established by the Release Agreement, the Bank, in accordance with the time line set forth below, shall pay Executive or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages (but not both), a lump sum cash amount (Termination Payment) equal to, in the case of an Event of Termination as defined in Section 4(a), one (1) times the sum of, or, in the case of an Event of Termination as defined in Section 4(b), three (3) times the sum of:

( c ) Upon the termination of Executives employment constituting a separation from service , as defined in Treasury Regulation 1 . 409A-1 ( h ) , and resulting from an Event of Termination as defined in Section 4 ( a ) or 4 ( b ) , provided that Executive has signed and delivered to the Bank a release agreement in form and substance acceptable to the Bank ( Release Agreement ) on or before the deadline set forth in the Release Agreement , which deadline shall not be later than 60 days after the date of Executives termination , and further provided that Executive has not revoked the Release Agreement within the deadline for revocation established by the Release Agreement , the Bank , in accordance with the time line set forth below , shall pay Executive or , in the event of his subsequent death , his beneficiary or beneficiaries , or his estate , as the case may be , as severance pay or liquidated damages ( but not both ) , a lump sum cash amount ( Termination Payment ) equal to , in the case of an Event of Termination as defined in Section 4 ( a ) , one ( 1 ) times the sum of , or , in the case of an Event of Termination as defined in Section 4 ( b ) , three ( 3 ) times the sum of :


Despite anything to the contrary in this Agreement, the Executive shall not be entitled to any severance benefits under Section 4 of this Agreement on account of employment termination unless the Executive's employment termination constitutes a separation from service, as that term is defined in Code Section 409A and Treasury Regulation 1.409A-1(h) .

Despite anything to the contrary in this Agreement , the Executive shall not be entitled to any severance benefits under Section 4 of this Agreement on account of employment termination unless the Executive ' s employment termination constitutes a separation from service , as that term is defined in Code Section 409A and Treasury Regulation 1 . 409A-1 ( h ) .


(d)Upon the termination of Executives employment constituting a separation from service, as defined in Treasury Regulation 1.409A-1(h) , and resulting from an Event of Termination as defined in Section 4(a) or 4(b), if Executive elects continuation coverage pursuant to Section 4980B(f) of the Internal Revenue Code ( COBRA ), and, additionally, if, subsequent to the expiration of COBRA coverage, Executive purchases an individual policy with coverage substantially comparable to the coverage maintained by the Bank for all employees (hereinafter, individually or collectively, Continuation Coverage), provided that Executive has timely signed and delivered the Release Agreement to the Bank as specified in Section 4(c) above, and has not thereafter revoked the Release Agreement, and further provided that neither the Bank nor any of its affiliates will incur any penalty or additional tax for failing to comply with any applicable law, the Bank shall reimburse Executive in an amount equal to the monthly premium paid by Executive for such Continuation Coverage, less any applicable tax withholdings (Continuation Coverage Reimbursement Payments) for a period not to exceed twelve (12) months following the termination of Executives employment in the case of an Event of Termination as defined in Section 4(a). In the case of an Event of Termination as defined in Section 4(b), the payment period shall not exceed thirty-six (36) months.

( d ) Upon the termination of Executives employment constituting a separation from service , as defined in Treasury Regulation 1 . 409A-1 ( h ) , and resulting from an Event of Termination as defined in Section 4 ( a ) or 4 ( b ) , if Executive elects continuation coverage pursuant to Section 4980B ( f ) of the Internal Revenue Code ( COBRA ) , and , additionally , if , subsequent to the expiration of COBRA coverage , Executive purchases an individual policy with coverage substantially comparable to the coverage maintained by the Bank for all employees ( hereinafter , individually or collectively , Continuation Coverage ) , provided that Executive has timely signed and delivered the Release Agreement to the Bank as specified in Section 4 ( c ) above , and has not thereafter revoked the Release Agreement , and further provided that neither the Bank nor any of its affiliates will incur any penalty or additional tax for failing to comply with any applicable law , the Bank shall reimburse Executive in an amount equal to the monthly premium paid by Executive for such Continuation Coverage , less any applicable tax withholdings ( Continuation Coverage Reimbursement Payments ) for a period not to exceed twelve ( 12 ) months following the termination of Executives employment in the case of an Event of Termination as defined in Section 4 ( a ) . In the case of an Event of Termination as defined in Section 4 ( b ) , the payment period shall not exceed thirty-six ( 36 ) months .


Notwithstanding the foregoing, if the reimbursement of Executives Continuation Coverage payments hereunder would trigger the 20% tax and interest penalties under Section 409A of the Code, then the Continuation Coverage Reimbursement Payments shall not be provided, and in lieu thereof, the Bank shall pay to the Executive a lump sum cash amount equal to the cost to the Bank if the monthly Continuation Coverage Reimbursement Payments were made, provided that doing so will not cause the Bank or any of its affiliates to incur any penalty or additional tax for failure to comply with any applicable law.

Notwithstanding the foregoing , if the reimbursement of Executives Continuation Coverage payments hereunder would trigger the 20 % tax and interest penalties under Section 409A of the Code , then the Continuation Coverage Reimbursement Payments shall not be provided , and in lieu thereof , the Bank shall pay to the Executive a lump sum cash amount equal to the cost to the Bank if the monthly Continuation Coverage Reimbursement Payments were made , provided that doing so will not cause the Bank or any of its affiliates to incur any penalty or additional tax for failure to comply with any applicable law .


| (i)| Engage or participate, directly or indirectly, either as principal, agent, employee, employer, consultant, director, shareholder (except as the holder of not more than two percent of the stock of any publicly traded corporation) or in any other individual or representative capacity whatsoever, in the operation, management or ownership of any state or federally chartered financial institution engaged in a business in direct competition with the business of the Bank (or any business proposed to be conducted by the Bank at the time of such termination of employment) within any of the counties within the State of Ohio , or any counties contiguous thereto, in which the Bank is operating a branch at the time of such termination of Executives employment; or ---|---|---

| ( i ) | Engage or participate , directly or indirectly , either as principal , agent , employee , employer , consultant , director , shareholder ( except as the holder of not more than two percent of the stock of any publicly traded corporation ) or in any other individual or representative capacity whatsoever , in the operation , management or ownership of any state or federally chartered financial institution engaged in a business in direct competition with the business of the Bank ( or any business proposed to be conducted by the Bank at the time of such termination of employment ) within any of the counties within the State of Ohio , or any counties contiguous thereto , in which the Bank is operating a branch at the time of such termination of Executives employment ; or - - - | - - - | - - -


(b)If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) ( 12 U.S.C. 1818 (e)(3)) or 8(g) ( 12 U.S.C. 1818 (g)) of the Federal Deposit Insurance Act ( the " FDI Act "), the Bank's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while their contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended.

( b ) If Executive is suspended from office and / or temporarily prohibited from participating in the conduct of the Bank ' s affairs by a notice served under Section 8 ( e ) ( 3 ) ( 12 U . S . C . 1818 ( e ) ( 3 ) ) or 8 ( g ) ( 12 U . S . C . 1818 ( g ) ) of the Federal Deposit Insurance Act ( the " FDI Act " ) , the Bank ' s obligations under this contract shall be suspended as of the date of service , unless stayed by appropriate proceedings . If the charges in the notice are dismissed , the Bank may in its discretion ( i ) pay the Executive all or part of the compensation withheld while their contract obligations were suspended and ( ii ) reinstate ( in whole or in part ) any of the obligations which were suspended .


(c)If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e) ( 12 U.S.C. 1818 (e)) or 8(g) ( 12 U.S.C. 1818 (g)) of the FDI Act , all obligations of the Bank under this contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.

( c ) If Executive is removed and / or permanently prohibited from participating in the conduct of the Bank ' s affairs by an order issued under Section 8 ( e ) ( 12 U . S . C . 1818 ( e ) ) or 8 ( g ) ( 12 U . S . C . 1818 ( g ) ) of the FDI Act , all obligations of the Bank under this contract shall terminate as of the effective date of the order , but vested rights of the contracting parties shall not be affected .


(d)If the Bank is in default as defined in Section 3(x) ( 12 U.S.C. 1813 (x)(1)) of the FDI Act , all obligations of the Bank under this contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.

( d ) If the Bank is in default as defined in Section 3 ( x ) ( 12 U . S . C . 1813 ( x ) ( 1 ) ) of the FDI Act , all obligations of the Bank under this contract shall terminate as of the date of default , but this paragraph shall not affect any vested rights of the contracting parties .


(f) FDIC Part 359 Limitations. Despite any contrary provision in this Agreement, any payments made to Executive under this Agreement, or otherwise, shall be subject to compliance with 12 U.S.C. 1828 and FDIC Regulations 12 CFR Part 359 , Golden Parachute Indemnification Payments, and any other regulations or guidance promulgated thereunder.

( f ) FDIC Part 359 Limitations . Despite any contrary provision in this Agreement , any payments made to Executive under this Agreement , or otherwise , shall be subject to compliance with 12 U . S . C . 1828 and FDIC Regulations 12 CFR Part 359 , Golden Parachute Indemnification Payments , and any other regulations or guidance promulgated thereunder .


If any compensation or benefits provided by this Agreement may result in the application of Section 409A of the Code, the Bank shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of deferred compensation within the meaning of such Section 409A of the Code or in order to comply with the provisions of Section 409A of the Code, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and without any diminution in the value of the payments to the Executive. Any payments that qualify for the short-term deferral exception under Treasury Regulation Section 1.409A-l(b)(4) , the separation pay exception under Treasury Regulation Section 1.409A-l(b)(9)(iii) or any other exception under Section 409A of the Code will be paid under the applicable exceptions to the greatest extent possible. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executives separation from service within the meaning of Section 409A of the Code, the Executive is considered a Specified Employee within the meaning of Section 409A(a)(2) (B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A of the Code as a result of the application of Section 409A(a)(2) (B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day the Executives separation from service or (ii) the Executive's death.

If any compensation or benefits provided by this Agreement may result in the application of Section 409A of the Code , the Bank shall , in consultation with the Executive , modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of deferred compensation within the meaning of such Section 409A of the Code or in order to comply with the provisions of Section 409A of the Code , other applicable provision ( s ) of the Code and / or any rules , regulations or other regulatory guidance issued under such statutory provisions and without any diminution in the value of the payments to the Executive . Any payments that qualify for the short-term deferral exception under Treasury Regulation Section 1 . 409A-l ( b ) ( 4 ) , the separation pay exception under Treasury Regulation Section 1 . 409A-l ( b ) ( 9 ) ( iii ) or any other exception under Section 409A of the Code will be paid under the applicable exceptions to the greatest extent possible . Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code . Anything in this Agreement to the contrary notwithstanding , if at the time of the Executives separation from service within the meaning of Section 409A of the Code , the Executive is considered a Specified Employee within the meaning of Section 409A ( a ) ( 2 ) ( B ) ( i ) of the Code , and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest , penalties and additional tax imposed pursuant to Section 409A of the Code as a result of the application of Section 409A ( a ) ( 2 ) ( B ) ( i ) of the Code , then no such payment shall be payable prior to the date that is the earlier of ( i ) six months and one day the Executives separation from service or ( ii ) the Executive ' s death .


The Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Internal Revenue Code of 1986 and all other applicable laws. No interpretation of this Agreement which does not satisfy the requirements of Section 409A shall be applied; instead, such provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject Executive to additional tax or interest under Section 409A, the Bank shall reform the provision, maintaining to the maximum extent practicable the original intent of the applicable provision if it can do so without incurring any additional compensation expense, tax or penalties as a result of the reformed provision. References in this Agreement to Section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code Section 409A.

The Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Internal Revenue Code of 1986 and all other applicable laws . No interpretation of this Agreement which does not satisfy the requirements of Section 409A shall be applied ; instead , such provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement . If any provision of this Agreement would subject Executive to additional tax or interest under Section 409A , the Bank shall reform the provision , maintaining to the maximum extent practicable the original intent of the applicable provision if it can do so without incurring any additional compensation expense , tax or penalties as a result of the reformed provision . References in this Agreement to Section 409A of the Internal Revenue Code of 1986 include rules , regulations , and guidance of general application issued by the Department of the Treasury under Internal Revenue Code Section 409A .


| | | ---|---|---|--- ATTEST: | | WAYNE SAVINGS COMMUNITY BANK | | | | | | | | | /s/ Tara R. Snyder | | By: | /s/Peggy J. Schmitz Secretary | | | Peggy J. Schmitz, Chair | | | Board of Directors | | | | | | WITNESS: | | : | | | | | | | | | | /s/ David L. Lehman | | /s/ James R. VanSickle , II | | | James R. VanSickle , II

| | | - - - | - - - | - - - | - - - ATTEST : | | WAYNE SAVINGS COMMUNITY BANK | | | | | | | | | / s / Tara R . Snyder | | By : | / s / Peggy J . Schmitz Secretary | | | Peggy J . Schmitz , Chair | | | Board of Directors | | | | | | WITNESS : | | : | | | | | | | | | | / s / David L . Lehman | | / s / James R . VanSickle , II | | | James R . VanSickle , II


This EMPLOYMENT AGREEMENT (the Agreement) is entered into on October 12, 2017 , by and between OPTINOSE US, INC. , a Delaware corporation (the Company), and Peter K. Miller (Executive).

This EMPLOYMENT AGREEMENT ( the Agreement ) is entered into on October 12 , 2017 , by and between OPTINOSE US , INC . , a Delaware corporation ( the Company ) , and Peter K . Miller ( Executive ) .


1. Term. Subject to the terms and provisions of this Agreement, this Agreement shall be effective upon the closing of the OptiNose, Inc. initial public offering of its common stock, and shall continue until Executives employment with the Company is terminated by the Company or by Executive. At all times, Executives employment with the Company is at-will, which means that Executives employment with the Company may be terminated at any time by the Company with or without Cause or by Executive with or without Good Reason (as each such term is defined below).

1 . Term . Subject to the terms and provisions of this Agreement , this Agreement shall be effective upon the closing of the OptiNose , Inc . initial public offering of its common stock , and shall continue until Executives employment with the Company is terminated by the Company or by Executive . At all times , Executives employment with the Company is at-will , which means that Executives employment with the Company may be terminated at any time by the Company with or without Cause or by Executive with or without Good Reason ( as each such term is defined below ) .


2. Title, Duties and Responsibilities. While Executive is employed by the Company, Executive will serve as the Chief Executive Officer of OptiNose, Inc. and will report to the Board of Directors of OptiNose, Inc. Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by the Board of Directors of the OptiNose, Inc. (the Board). While Executive is employed by the Company, Executive will devote Executives full business time, energy and skill to the performance of Executives duties and responsibilities hereunder; provided, however, that Executive will be permitted to: (a) act as a strategic consultant for the Walgreen Company and its affiliates, and (b) serve on the board of directors of Actua Corporation. Executive shall also be permitted to devote a reasonable amount of time either during or after business hours to Outside Activities (as defined below), so long as such activities (i) do not prohibit or interfere with Executives performance of Executives duties under this Agreement, (ii) do not conflict with the business of the Company or violate any of the provisions of Section 8 herein and (iii) are approved in advance in writing by the Nominating and Corporate Governance Committee (which consent shall not be unreasonably withheld). For purposes of this Agreement, Outside Activities shall include the oversight of passive investments and activities involving professional, charitable, education, religious and other organizations (including membership on boards of for-profit and non-profit organizations). Executive shall, if requested by the Board, also serve as an officer or director of any affiliate of

2 . Title , Duties and Responsibilities . While Executive is employed by the Company , Executive will serve as the Chief Executive Officer of OptiNose , Inc . and will report to the Board of Directors of OptiNose , Inc . Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by the Board of Directors of the OptiNose , Inc . ( the Board ) . While Executive is employed by the Company , Executive will devote Executives full business time , energy and skill to the performance of Executives duties and responsibilities hereunder ; provided , however , that Executive will be permitted to : ( a ) act as a strategic consultant for the Walgreen Company and its affiliates , and ( b ) serve on the board of directors of Actua Corporation . Executive shall also be permitted to devote a reasonable amount of time either during or after business hours to Outside Activities ( as defined below ) , so long as such activities ( i ) do not prohibit or interfere with Executives performance of Executives duties under this Agreement , ( ii ) do not conflict with the business of the Company or violate any of the provisions of Section 8 herein and ( iii ) are approved in advance in writing by the Nominating and Corporate Governance Committee ( which consent shall not be unreasonably withheld ) . For purposes of this Agreement , Outside Activities shall include the oversight of passive investments and activities involving professional , charitable , education , religious and other organizations ( including membership on boards of for-profit and non-profit organizations ) . Executive shall , if requested by the Board , also serve as an officer or director of any affiliate of


(a) Discretionary Bonus. Executive will be eligible to receive an annual target cash bonus of 60% of Executives Base Salary (the Target Annual Bonus) (pro-rated for any portion of a year during which Executive is not employed by the Company) at the discretion of the Board or the Compensation Committee and contingent upon attainment of certain Company milestones and/or individual objectives as determined by the Board or the Compensation Committee. The actual annual bonus payable for any given year, if any, may be higher or lower than the Target Annual Bonus. Payment of such bonus is contingent upon continued employment with the Company at the time of payment unless otherwise specified herein or in the terms pursuant to which such bonus is granted. Executives Target Annual Bonus shall be reviewed periodically for potential increases pursuant to Company review policies applicable to senior executives by Compensation Committee or the Board.

( a ) Discretionary Bonus . Executive will be eligible to receive an annual target cash bonus of 60 % of Executives Base Salary ( the Target Annual Bonus ) ( pro-rated for any portion of a year during which Executive is not employed by the Company ) at the discretion of the Board or the Compensation Committee and contingent upon attainment of certain Company milestones and / or individual objectives as determined by the Board or the Compensation Committee . The actual annual bonus payable for any given year , if any , may be higher or lower than the Target Annual Bonus . Payment of such bonus is contingent upon continued employment with the Company at the time of payment unless otherwise specified herein or in the terms pursuant to which such bonus is granted . Executives Target Annual Bonus shall be reviewed periodically for potential increases pursuant to Company review policies applicable to senior executives by Compensation Committee or the Board .


Good Reason shall mean, without Executives prior written consent, (i) a material diminution in Executives position or duties, authority or responsibilities including, without limitation, Executive ceasing to be an executive officer (as defined under Rule 3b-7 of the Securities Exchange Act of 1934 , as amended (the Exchange Act )) of a company with a class of securities registered under Section 12(b) of the Exchange Act ; ( ii) the assignment to Executive of any duties materially inconsistent with the duties and responsibilities of Chief Executive Officer , (iii) a reduction by the Company in Executives then-current Base Salary or Executives then-current Target Annual Bonus unless the salaries and target annual bonuses for all other senior executive officers are correspondingly and proportionately reduced by not greater than 15% and such reduction continues for no more than 12 months; (iv) Executives relocation to offices of the Company that are more than fifty (50) miles from the Companys offices in Yardley, Pennsylvania; or (v) any action or inaction that constitutes a material breach of this Agreement by the Company. In order to invoke a termination for Good Reason, Executive must deliver a written notice of the grounds for such termination within thirty (30) days of the initial existence of the event giving rise to Good Reason and the Company shall have thirty (30) days to cure the circumstances. In order to terminate Executives employment, if at all, for Good Reason, Executive must terminate employment within sixty (60) days following the end of the cure period if the circumstances giving rise to Good Reason have not been cured.

Good Reason shall mean , without Executives prior written consent , ( i ) a material diminution in Executives position or duties , authority or responsibilities including , without limitation , Executive ceasing to be an executive officer ( as defined under Rule 3b-7 of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) ) of a company with a class of securities registered under Section 12 ( b ) of the Exchange Act ; ( ii ) the assignment to Executive of any duties materially inconsistent with the duties and responsibilities of Chief Executive Officer , ( iii ) a reduction by the Company in Executives then-current Base Salary or Executives then-current Target Annual Bonus unless the salaries and target annual bonuses for all other senior executive officers are correspondingly and proportionately reduced by not greater than 15 % and such reduction continues for no more than 12 months ; ( iv ) Executives relocation to offices of the Company that are more than fifty ( 50 ) miles from the Companys offices in Yardley , Pennsylvania ; or ( v ) any action or inaction that constitutes a material breach of this Agreement by the Company . In order to invoke a termination for Good Reason , Executive must deliver a written notice of the grounds for such termination within thirty ( 30 ) days of the initial existence of the event giving rise to Good Reason and the Company shall have thirty ( 30 ) days to cure the circumstances . In order to terminate Executives employment , if at all , for Good Reason , Executive must terminate employment within sixty ( 60 ) days following the end of the cure period if the circumstances giving rise to Good Reason have not been cured .


(ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA , continued participation by Executive and Executives eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for eighteen (18) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Code, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for eighteen (18) months, which amount shall be paid in a lump sum at the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA ; and

( ii ) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA , continued participation by Executive and Executives eligible dependents in the standard group medical , dental and vision plans of the Company as in effect from time to time , on substantially the same terms and conditions as such benefits are provided to employees during the applicable period , and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for eighteen ( 18 ) months or , if earlier , until the date Executive is no longer eligible to receive COBRA continuation coverage ; provided , however , in the event the Company determines that such provisions would subject Executive to taxation under Section 105 ( h ) of the Code , or otherwise violate any healthcare law or regulation , then , in lieu of reimbursing Executive , the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for eighteen ( 18 ) months , which amount shall be paid in a lump sum at the same time payments under Section 5 ( f ) ( i ) commence and is intended to assist Executive with costs of health coverage , which Executive may ( but is not required to ) obtain through an election to continue health care coverage under COBRA ; and


13. Governing Law. This Agreement and any other document or instrument delivered pursuant hereto, and all claims or causes of action that may be based upon, arise out of or relate to this Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Delaware , without reference to rules relating to conflicts of laws.

13 . Governing Law . This Agreement and any other document or instrument delivered pursuant hereto , and all claims or causes of action that may be based upon , arise out of or relate to this Agreement will be governed by , and construed under and in accordance with , the internal laws of the State of Delaware , without reference to rules relating to conflicts of laws .


(b) Each payment under this Agreement, including each installment payment, shall be considered a separate and distinct payment. For purposes of this Agreement, each payment is intended to be excepted from Section 409A to the maximum extent provided as follows: (i) each payment made within the applicable 2 month period specified in Treas. Reg. 1.409A-1(b)(4) is intended to be excepted under the short-term deferral exception; (ii) post- termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas. Reg. 1.409A-1(b)(9) (v)(B); and (iii) to the extent payments are made as a result of an involuntary separation, each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas. Reg. 1.409A-1(b)(9)(iii). With respect to payments subject to Section 409A (and not excepted therefrom), if any, it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. Executive shall have no right to designate the date or any payment under this Agreement.

( b ) Each payment under this Agreement , including each installment payment , shall be considered a separate and distinct payment . For purposes of this Agreement , each payment is intended to be excepted from Section 409A to the maximum extent provided as follows : ( i ) each payment made within the applicable 2 month period specified in Treas . Reg . 1 . 409A-1 ( b ) ( 4 ) is intended to be excepted under the short-term deferral exception ; ( ii ) post - termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas . Reg . 1 . 409A-1 ( b ) ( 9 ) ( v ) ( B ) ; and ( iii ) to the extent payments are made as a result of an involuntary separation , each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas . Reg . 1 . 409A-1 ( b ) ( 9 ) ( iii ) . With respect to payments subject to Section 409A ( and not excepted therefrom ) , if any , it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section 409A . Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A . Executive shall have no right to designate the date or any payment under this Agreement .


/s/ Peter K. Miller


WHEREAS, Executive is currently employed by Company as its Chief Operating Officer , pursuant to the terms of that certain offer letter dated February23, 2016 (the Offer Letter);

WHEREAS , Executive is currently employed by Company as its Chief Operating Officer , pursuant to the terms of that certain offer letter dated February23 , 2016 ( the Offer Letter ) ;


1\. Roles and Duties. Subject to the terms and conditions of this Agreement, Company shall employ Executive as its Chief Operating Officer reporting to Companys Chief Executive Officer (CEO). The Executive shall have such duties and responsibilities as are reasonably determined by the Board of Directors and are consistent with the duties customarily performed by a Chief Operating Officer of a similarly situated company in the United States. Executive accepts such employment upon the terms and conditions set forth herein, and agrees to perform such duties and discharge such responsibilities to the best of Executives ability. During Executives employment, Executive shall devote all of Executives business time and energies to the business and affairs of Company. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i)performing services for such other companies as Company may designate or permit; (ii)serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses or charitable, educational or civic organizations; (iii)engaging in charitable activities and community affairs; and (iv)managing Executives personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), (iii)and (iv)shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executives duties and responsibilities hereunder.

1 \ . Roles and Duties . Subject to the terms and conditions of this Agreement , Company shall employ Executive as its Chief Operating Officer reporting to Companys Chief Executive Officer ( CEO ) . The Executive shall have such duties and responsibilities as are reasonably determined by the Board of Directors and are consistent with the duties customarily performed by a Chief Operating Officer of a similarly situated company in the United States . Executive accepts such employment upon the terms and conditions set forth herein , and agrees to perform such duties and discharge such responsibilities to the best of Executives ability . During Executives employment , Executive shall devote all of Executives business time and energies to the business and affairs of Company . Notwithstanding the foregoing , nothing herein shall preclude Executive from ( i ) performing services for such other companies as Company may designate or permit ; ( ii ) serving , with the prior written consent of the Board , which consent shall not be unreasonably withheld , as a member of the boards of directors or advisory boards ( or their equivalents in the case of a non-corporate entity ) of non-competing businesses or charitable , educational or civic organizations ; ( iii ) engaging in charitable activities and community affairs ; and ( iv ) managing Executives personal investments and affairs ; provided , however , that the activities set out in clauses ( i ) , ( ii ) , ( iii ) and ( iv ) shall be limited by Executive so as not to materially interfere , individually or in the aggregate , with the performance of Executives duties and responsibilities hereunder .


| 3. | Compensation. ---|---|--- (a) Base Salary. Company shall pay Executive a base salary (the Base Salary) at the annual rate of Three Hundred Forty-Five Thousand Dollars ( $345,000 ) . The Base Salary shall be payable in substantially equal periodic installments in accordance with Companys payroll practices as in effect from time to time. Company shall deduct from each such installment all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates. The Board or an appropriate committee thereof shall, on an annual basis, review the Base Salary, which may be adjusted upward (but not downward) at Companys discretion.

| 3 . | Compensation . - - - | - - - | - - - ( a ) Base Salary . Company shall pay Executive a base salary ( the Base Salary ) at the annual rate of Three Hundred Forty-Five Thousand Dollars ( $ 345 , 000 ) . The Base Salary shall be payable in substantially equal periodic installments in accordance with Companys payroll practices as in effect from time to time . Company shall deduct from each such installment all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates . The Board or an appropriate committee thereof shall , on an annual basis , review the Base Salary , which may be adjusted upward ( but not downward ) at Companys discretion .


(b) Annual Performance Bonus. Executive shall be eligible to receive an annual cash bonus (the Annual Performance Bonus), with the target amount of such Annual Performance Bonus equal to thirty percent ( 30% )of Executives Base Salary in the year to which the Annual Performance Bonus relates; provided that the actual amount of the Annual Performance Bonus may be greater or less than such target amount. The amount of the Annual Performance Bonus shall be determined by the Board of Directors or an appropriate committee thereof in its sole discretion, and shall be paid to Executive no later than March15th of the calendar year immediately following the calendar year in which it was earned. Except as provided in Section4, Executive must be employed by Company on the last day of the applicable fiscal year to which the Annual Performance Bonus relates in order to be eligible for, and to be deemed as having earned, such Annual Performance Bonus. Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.

( b ) Annual Performance Bonus . Executive shall be eligible to receive an annual cash bonus ( the Annual Performance Bonus ) , with the target amount of such Annual Performance Bonus equal to thirty percent ( 30 % ) of Executives Base Salary in the year to which the Annual Performance Bonus relates ; provided that the actual amount of the Annual Performance Bonus may be greater or less than such target amount . The amount of the Annual Performance Bonus shall be determined by the Board of Directors or an appropriate committee thereof in its sole discretion , and shall be paid to Executive no later than March15th of the calendar year immediately following the calendar year in which it was earned . Except as provided in Section4 , Executive must be employed by Company on the last day of the applicable fiscal year to which the Annual Performance Bonus relates in order to be eligible for , and to be deemed as having earned , such Annual Performance Bonus . Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates .


(ii) Equity Acceleration. (A)All of Executives unvested equity awards will accelerate and vest immediately on the date of termination of Executives employment if such employment commenced at least twenty-four (24)months prior to a Change of Control, (B)50% of Executives unvested equity awards will vest immediately on the date of termination of Executives employment if such employment commenced fewer than twenty-four (24)months but at least twelve (12)months prior to a Change of Control, and (C) 25% of Executives unvested equity awards will vest immediately on the date of termination of Executives employment if such employment commenced fewer than twelve (12)months prior to a Change of Control.

( ii ) Equity Acceleration . ( A ) All of Executives unvested equity awards will accelerate and vest immediately on the date of termination of Executives employment if such employment commenced at least twenty-four ( 24 ) months prior to a Change of Control , ( B ) 50 % of Executives unvested equity awards will vest immediately on the date of termination of Executives employment if such employment commenced fewer than twenty-four ( 24 ) months but at least twelve ( 12 ) months prior to a Change of Control , and ( C ) 25 % of Executives unvested equity awards will vest immediately on the date of termination of Executives employment if such employment commenced fewer than twelve ( 12 ) months prior to a Change of Control .