WHEREAS, the Board of Directors of the Company (the Companys Board) has determined that it is in the best interests of the Company that Executive continue to serve as the Companys President and Chief Executive Officer , and the Board of Directors of the Bank (the Banks Board) has determined that it is in the best interests of the Bank that Executive continue to serve as the Banks President and Chief Executive Officer , in each case pursuant to this written employment agreement, which will be the successor to, and will supersede in its entirety, Executives prior employment agreement with the Bank dated July 28, 2015, and any and all other prior agreements and understandings between Executive and either the Company or the Bank regarding Executives employment by either; and

WHEREAS , the Board of Directors of the Company ( the Companys Board ) has determined that it is in the best interests of the Company that Executive continue to serve as the Companys President and Chief Executive Officer , and the Board of Directors of the Bank ( the Banks Board ) has determined that it is in the best interests of the Bank that Executive continue to serve as the Banks President and Chief Executive Officer , in each case pursuant to this written employment agreement , which will be the successor to , and will supersede in its entirety , Executives prior employment agreement with the Bank dated July 28 , 2015 , and any and all other prior agreements and understandings between Executive and either the Company or the Bank regarding Executives employment by either ; and


(a)Positions. During the period of Executives employment under this Agreement, Executive agrees to serve as President and Chief Executive Officer of the Company and as President and Chief Executive Officer of the Bank.

( a ) Positions . During the period of Executives employment under this Agreement , Executive agrees to serve as President and Chief Executive Officer of the Company and as President and Chief Executive Officer of the Bank .


(b)Extension of Term. The Term of Executives employment under this Agreement shall be automatically extended by one day upon completion of each day of Executives employment hereunder, such that a constantly extending thirty-six (36) calendar month Term shall remain in effect hereunder, provided, however, that the Company and/or the Bank may elect at any time, for any reason or no reason, to discontinue such automatic extension, by delivery of a written notice of such discontinuation to the Executive, prepared and delivered in accordance with the provisions of Section 8(a) below (any such notice, a Non-renewal Notice), in which event the Term of Executives employment under this Agreement shall no longer be automatically extended for each day of employment hereunder, but rather shall expire on a fixed Expiration Date, such being the third anniversary of the date of the Non- renewal Notice, as specified in such notice. During the period commencing not more than sixty (60) and not less than thirty (30) days prior to each anniversary of the Commencement Date of this Agreement (each, an Anniversary Date), assuming no prior Non-renewal Notice has been delivered by the Company and/or the Bank to Executive, the Companys Board and the Banks Board will conduct a review of Executives performance, and in connection therewith, will make a determination as to whether the automatic extension of the Term of Executives employment, as described in the preceding sentence, will be permitted to continue, or alternatively, whether such automatic extension of the Term will be discontinued, such that a fixed Expiration Date will be established.

( b ) Extension of Term . The Term of Executives employment under this Agreement shall be automatically extended by one day upon completion of each day of Executives employment hereunder , such that a constantly extending thirty-six ( 36 ) calendar month Term shall remain in effect hereunder , provided , however , that the Company and / or the Bank may elect at any time , for any reason or no reason , to discontinue such automatic extension , by delivery of a written notice of such discontinuation to the Executive , prepared and delivered in accordance with the provisions of Section 8 ( a ) below ( any such notice , a Non-renewal Notice ) , in which event the Term of Executives employment under this Agreement shall no longer be automatically extended for each day of employment hereunder , but rather shall expire on a fixed Expiration Date , such being the third anniversary of the date of the Non - renewal Notice , as specified in such notice . During the period commencing not more than sixty ( 60 ) and not less than thirty ( 30 ) days prior to each anniversary of the Commencement Date of this Agreement ( each , an Anniversary Date ) , assuming no prior Non-renewal Notice has been delivered by the Company and / or the Bank to Executive , the Companys Board and the Banks Board will conduct a review of Executives performance , and in connection therewith , will make a determination as to whether the automatic extension of the Term of Executives employment , as described in the preceding sentence , will be permitted to continue , or alternatively , whether such automatic extension of the Term will be discontinued , such that a fixed Expiration Date will be established .


The total amount paid to Executive under this Section 4(c) shall be paid in a single lump sum cash distribution made within ten (10) days following the Termination Date; provided however, if, at the Termination Date, Executive is a Specified Employee of the Company or the Bank, as defined in Treasury Regulation 1.409-1(i) , then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code (the Code), such payment shall be delayed until the first day of the seventh full month following the Termination Date, or ten (10) days following his earlier death. Such payment shall not be reduced in the event Executive obtains other employment following such early termination of his employment hereunder.

The total amount paid to Executive under this Section 4 ( c ) shall be paid in a single lump sum cash distribution made within ten ( 10 ) days following the Termination Date ; provided however , if , at the Termination Date , Executive is a Specified Employee of the Company or the Bank , as defined in Treasury Regulation 1 . 409-1 ( i ) , then , solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code ( the Code ) , such payment shall be delayed until the first day of the seventh full month following the Termination Date , or ten ( 10 ) days following his earlier death . Such payment shall not be reduced in the event Executive obtains other employment following such early termination of his employment hereunder .


(a)This Agreement shall be governed by the laws of the State of New York without regard to principles of conflicts of law of the State of New York and applicable federal law.

( a ) This Agreement shall be governed by the laws of the State of New York without regard to principles of conflicts of law of the State of New York and applicable federal law .


(b)Any and all disputes arising out of this Agreement shall be adjudicated by the Supreme Court of the State of New York , New York County. Furthermore , the Supreme Court of the State of New York , New York County shall exclusively have and exercise personal jurisdiction over the parties hereto concerning any and all disputes arising out of this Agreement and the parties hereto unconditionally submit to such jurisdiction and the exclusivity thereof.

( b ) Any and all disputes arising out of this Agreement shall be adjudicated by the Supreme Court of the State of New York , New York County . Furthermore , the Supreme Court of the State of New York , New York County shall exclusively have and exercise personal jurisdiction over the parties hereto concerning any and all disputes arising out of this Agreement and the parties hereto unconditionally submit to such jurisdiction and the exclusivity thereof .


Any payments made or benefits provided by the Company and/or the Bank to Executive pursuant to this Agreement, or otherwise, and any rights or obligations related to such payments or benefits, are subject to and conditioned upon compliance with applicable law, including but not limited to 12 U.S.C. 371c, 371c-1 and 12 C.F.R. Part 223 promulgated thereunder, and 12 U.S.C. 1828 (k) and 12 C.F.R. Part 359 promulgated thereunder.

Any payments made or benefits provided by the Company and / or the Bank to Executive pursuant to this Agreement , or otherwise , and any rights or obligations related to such payments or benefits , are subject to and conditioned upon compliance with applicable law , including but not limited to 12 U . S . C . 371c , 371c-1 and 12 C . F . R . Part 223 promulgated thereunder , and 12 U . S . C . 1828 ( k ) and 12 C . F . R . Part 359 promulgated thereunder .


The parties intend that all provisions of this Agreement shall either be exempt from or comply with the requirements of Code Section 409A. For purposes of this Agreement, termination, termination date and terminate when used in the context of termination of employment shall mean a separation from service with the Company and its affiliates (i.e., generally an entity 50% or more of which is owned or controlled by the Company), as such term is defined in Treasury Regulation Section 1.409A-1(h) (provided, that the reasonably anticipated reduced level of bona fide services, if any, to be performed by Executive after such separation from service shall be less than 50 percent of the average level of bona fide services provided to the Company and its affiliates by Executive in the immediately preceding 36 month period). Nothing in this Agreement shall be interpreted to permit accelerated payment or further deferral of nonqualified deferred compensation, as defined in Code Section 409A, or any other payment or further deferral in violation of the requirements of Code Section 409A. Executive does not have any right to make any election regarding the time or form of payment due under this Agreement. Expenses and reimbursement of expenses will be paid by the Company and/or the Bank consistent with their generally applicable policies, and in any event no later than the end of the calendar year following the calendar year in which the expenses are incurred. With respect to reimbursements that constitute taxable income to Executive, no such reimbursements or expenses eligible for reimbursement in any calendar year shall in any way affect the expenses eligible for reimbursement in any other calendar year and Executives right to reimbursement shall not be subject to liquidation in exchange for any other benefit. No provision of this Agreement shall be operative to the extent that it will result in the imposition of the additional tax described in Code Section 409A(a)(1)(B)(i)(II) and the parties agree to revise the Agreement as necessary to comply with Code Section 409A or an exemption therefrom and fulfill the purpose of the voided provision, or to comply with any available correction program that would eliminate or mitigate potential sanctions under Code Section 409A. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Code Section 409A from Executive or any other individual to the Company or any of its respective affiliates, employees or agents. All taxes associated with payments made to Executive pursuant to this Agreement, including any liability imposed under Code Section 409A, shall be borne by Executive.

The parties intend that all provisions of this Agreement shall either be exempt from or comply with the requirements of Code Section 409A . For purposes of this Agreement , termination , termination date and terminate when used in the context of termination of employment shall mean a separation from service with the Company and its affiliates ( i . e . , generally an entity 50 % or more of which is owned or controlled by the Company ) , as such term is defined in Treasury Regulation Section 1 . 409A-1 ( h ) ( provided , that the reasonably anticipated reduced level of bona fide services , if any , to be performed by Executive after such separation from service shall be less than 50 percent of the average level of bona fide services provided to the Company and its affiliates by Executive in the immediately preceding 36 month period ) . Nothing in this Agreement shall be interpreted to permit accelerated payment or further deferral of nonqualified deferred compensation , as defined in Code Section 409A , or any other payment or further deferral in violation of the requirements of Code Section 409A . Executive does not have any right to make any election regarding the time or form of payment due under this Agreement . Expenses and reimbursement of expenses will be paid by the Company and / or the Bank consistent with their generally applicable policies , and in any event no later than the end of the calendar year following the calendar year in which the expenses are incurred . With respect to reimbursements that constitute taxable income to Executive , no such reimbursements or expenses eligible for reimbursement in any calendar year shall in any way affect the expenses eligible for reimbursement in any other calendar year and Executives right to reimbursement shall not be subject to liquidation in exchange for any other benefit . No provision of this Agreement shall be operative to the extent that it will result in the imposition of the additional tax described in Code Section 409A ( a ) ( 1 ) ( B ) ( i ) ( II ) and the parties agree to revise the Agreement as necessary to comply with Code Section 409A or an exemption therefrom and fulfill the purpose of the voided provision , or to comply with any available correction program that would eliminate or mitigate potential sanctions under Code Section 409A . No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Code Section 409A from Executive or any other individual to the Company or any of its respective affiliates , employees or agents . All taxes associated with payments made to Executive pursuant to this Agreement , including any liability imposed under Code Section 409A , shall be borne by Executive .


| (iii)| The Company or the Bank sells to any one person, or more than one person acting as a group (as determined under Code Section 409A) assets of the Company or the Bank that have a total fair market value equal to more than forty percent ( 40% ) of the total gross fair market value of all of the assets of the corporation immediately before such disposition or related dispositions, where gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets); or ---|---|---

| ( iii ) | The Company or the Bank sells to any one person , or more than one person acting as a group ( as determined under Code Section 409A ) assets of the Company or the Bank that have a total fair market value equal to more than forty percent ( 40 % ) of the total gross fair market value of all of the assets of the corporation immediately before such disposition or related dispositions , where gross fair market value means the value of the assets of the corporation , or the value of the assets being disposed of , determined without regard to any liabilities associated with such assets ) ; or - - - | - - - | - - -


This EMPLOYMENT AGREEMENT (the Agreement) is entered into as of October9, 2017 , by and between COLLECTORS UNIVERSE, INC. , a Delaware corporation (the Company), and JOSEPH J. ORLANDO ("Executive"), with reference to the following:

This EMPLOYMENT AGREEMENT ( the Agreement ) is entered into as of October9 , 2017 , by and between COLLECTORS UNIVERSE , INC . , a Delaware corporation ( the Company ) , and JOSEPH J . ORLANDO ( " Executive " ) , with reference to the following :


A. Executive is currently employed by the Company as the President of its Professional Sports Authenticator and PSA/DNA Division, which authenticates and grades sports trading cards and memorabilia.

A . Executive is currently employed by the Company as the President of its Professional Sports Authenticator and PSA / DNA Division , which authenticates and grades sports trading cards and memorabilia .


B. The Company desires to employ Executive as its Chief Executive Officer (its CEO ), commencing on October9, 2017 , and Executive desires to accept such employment on the terms and subject to the conditions set forth hereinafter in this Agreement.

B . The Company desires to employ Executive as its Chief Executive Officer ( its CEO ) , commencing on October9 , 2017 , and Executive desires to accept such employment on the terms and subject to the conditions set forth hereinafter in this Agreement .


1.2 The terms beneficially owned or owned beneficially and beneficial ownership shall have the meanings given to such terms in Rule13d-3 under the Exchange Act , or any successor rule thereto.

1 . 2 The terms beneficially owned or owned beneficially and beneficial ownership shall have the meanings given to such terms in Rule13d-3 under the Exchange Act , or any successor rule thereto .


(h) Executives insubordination with respect to any lawful direction of the Board or Executives failure, on at least two separate occasions, to perform his material duties as Chief Executive Officer , other than due to his illness or his Disability (as defined below).

( h ) Executives insubordination with respect to any lawful direction of the Board or Executives failure , on at least two separate occasions , to perform his material duties as Chief Executive Officer , other than due to his illness or his Disability ( as defined below ) .


(ii) any sale, exchange or other transfer, including a lease (in one transaction or a series of related transactions within a period of 12 consecutive months) of all, or substantially all, of the assets of the Company, provided, however, that such sale, exchange or other transfer shall not constitute a Change in Control if (A)the Person acquiring such assets is a corporation or other entity in which the holders of the Companys Voting Securities immediately prior to such transaction will own, in the aggregate, at least 50% of the outstanding Voting Securities of the Person acquiring such assets (or of the Parent thereof, if any), immediately after consummation of such transaction, or (ii)such Person is a related person within the meaning of Treasury Regulation 1.409A-3(i)(5)(vii)(B) promulgated under the Code; or

( ii ) any sale , exchange or other transfer , including a lease ( in one transaction or a series of related transactions within a period of 12 consecutive months ) of all , or substantially all , of the assets of the Company , provided , however , that such sale , exchange or other transfer shall not constitute a Change in Control if ( A ) the Person acquiring such assets is a corporation or other entity in which the holders of the Companys Voting Securities immediately prior to such transaction will own , in the aggregate , at least 50 % of the outstanding Voting Securities of the Person acquiring such assets ( or of the Parent thereof , if any ) , immediately after consummation of such transaction , or ( ii ) such Person is a related person within the meaning of Treasury Regulation 1 . 409A-3 ( i ) ( 5 ) ( vii ) ( B ) promulgated under the Code ; or


(b) any Person, or any group of Persons acting in concert (within the meaning of Section13(d) or Section14(d)(2) of the Exchange Act ), shall directly or indirectly acquire (other than in or as a result of a transaction described in Paragraph 1.7(a) above) beneficial ownership of securities of the Company possessing more than 50% of the total combined voting power of the Companys then outstanding securities, unless:

( b ) any Person , or any group of Persons acting in concert ( within the meaning of Section13 ( d ) or Section14 ( d ) ( 2 ) of the Exchange Act ) , shall directly or indirectly acquire ( other than in or as a result of a transaction described in Paragraph 1 . 7 ( a ) above ) beneficial ownership of securities of the Company possessing more than 50 % of the total combined voting power of the Companys then outstanding securities , unless :


(a) For purposes of this Agreement a Change in Control within the meaning of this Section1.7 shall not be deemed to have occurred solely as the result of any acquisition of Voting Securities by the Company or any subsidiary thereof that has the effect of (i)reducing the number of the Companys outstanding Voting Securities, or (ii)increasing the beneficial ownership of the Companys Voting Securities by any Person to more than fifty percent ( 50% ) of the Companys outstanding Voting Securities; provided, however, that, if any such Person shall thereafter acquire beneficial ownership, directly or indirectly, of any additional Voting Securities of the Company (other than pursuant to a stock split, stock dividend, or similar transaction) and immediately thereafter beneficially owns more than fifty percent ( 50% ) of the then outstanding Voting Securities of the Company, then, a Change in Control shall be deemed to have occurred for purposes of this Section1.7; and

( a ) For purposes of this Agreement a Change in Control within the meaning of this Section1 . 7 shall not be deemed to have occurred solely as the result of any acquisition of Voting Securities by the Company or any subsidiary thereof that has the effect of ( i ) reducing the number of the Companys outstanding Voting Securities , or ( ii ) increasing the beneficial ownership of the Companys Voting Securities by any Person to more than fifty percent ( 50 % ) of the Companys outstanding Voting Securities ; provided , however , that , if any such Person shall thereafter acquire beneficial ownership , directly or indirectly , of any additional Voting Securities of the Company ( other than pursuant to a stock split , stock dividend , or similar transaction ) and immediately thereafter beneficially owns more than fifty percent ( 50 % ) of the then outstanding Voting Securities of the Company , then , a Change in Control shall be deemed to have occurred for purposes of this Section1 . 7 ; and


1.11 The terms IRC and Code shall each mean the Internal Revenue Code of 1986 , as amended.

1 . 11 The terms IRC and Code shall each mean the Internal Revenue Code of 1986 , as amended .


2.1 Employment of Executive. The Company hereby employs Executive as its Chief Executive Officer (the CEO ), and Executive hereby accepts such employment and agrees to serve in that position, on a full time basis, in accordance with the terms and subject to the conditions contained in this Agreement. Executive shall perform his duties and responsibilities as the Companys CEO fully, faithfully and in a diligent and timely manner throughout the term of his employment as CEO of the Company and, in his capacity as CEO , he will report to the Board.

2 . 1 Employment of Executive . The Company hereby employs Executive as its Chief Executive Officer ( the CEO ) , and Executive hereby accepts such employment and agrees to serve in that position , on a full time basis , in accordance with the terms and subject to the conditions contained in this Agreement . Executive shall perform his duties and responsibilities as the Companys CEO fully , faithfully and in a diligent and timely manner throughout the term of his employment as CEO of the Company and , in his capacity as CEO , he will report to the Board .


2.2 CEO Responsibilities. As the Companys CEO , Executive shall be responsible for (i)the formulation of strategic and business plans and initiatives for the Company and its subsidiaries and upon their approval by the Board, their implementation, (ii)the supervision of the senior management personnel of the Company and its subsidiaries, (iii)the financial performance and financial condition of the Company and its subsidiaries, and (iv)the accuracy and completeness of the Companys financial and public reporting, including the reports filed with the Securities and Exchange Commission, all under the oversight of the Board. Executive also shall perform such other duties as may be assigned from time to time to him by the Board, provided that such duties are commensurate with those customarily assigned to chief executive officers of public companies with revenues and market capitalizations comparable to that of the Company. Executive hereby represents and warrants that, except as may otherwise have been disclosed in writing to the Company, he is under no contractual or other commitments, written or oral (including under any non-competition, trade secret or confidentiality or similar agreements), and has no duties or responsibilities, that are inconsistent or would interfere with the performance by him, on a full time basis, of his duties as the Companys CEO . In addition, Executive represents that none of the information that he needs or will use in performing his duties as the Companys CEO was or will be obtained from any Person who employed Executive in the past as an employee or engaged Executives services as an non-employee consultant or advisor.

2 . 2 CEO Responsibilities . As the Companys CEO , Executive shall be responsible for ( i ) the formulation of strategic and business plans and initiatives for the Company and its subsidiaries and upon their approval by the Board , their implementation , ( ii ) the supervision of the senior management personnel of the Company and its subsidiaries , ( iii ) the financial performance and financial condition of the Company and its subsidiaries , and ( iv ) the accuracy and completeness of the Companys financial and public reporting , including the reports filed with the Securities and Exchange Commission , all under the oversight of the Board . Executive also shall perform such other duties as may be assigned from time to time to him by the Board , provided that such duties are commensurate with those customarily assigned to chief executive officers of public companies with revenues and market capitalizations comparable to that of the Company . Executive hereby represents and warrants that , except as may otherwise have been disclosed in writing to the Company , he is under no contractual or other commitments , written or oral ( including under any non-competition , trade secret or confidentiality or similar agreements ) , and has no duties or responsibilities , that are inconsistent or would interfere with the performance by him , on a full time basis , of his duties as the Companys CEO . In addition , Executive represents that none of the information that he needs or will use in performing his duties as the Companys CEO was or will be obtained from any Person who employed Executive in the past as an employee or engaged Executives services as an non-employee consultant or advisor .


3. Term of Employment. Unless sooner terminated as provided in Section5 or Section 6 below, the term of Executives employment with the Company as its CEO shall be one (1) year , commencing on October9, 2017 (the Commencement Date) and ending on the first anniversary thereof (the Expiration Date). If, at any time during the term of Executives employment hereunder, there is a termination of Executives employment with the Company for any reason whatsoever, including by reason of the expiration of the one-year term of Executives employment under this Agreement, and irrespective of whether such termination is by the Company or Executive, this Agreement shall terminate and shall be of no further force or effect; provided, however, that the following provisions of this Agreement shall survive the expiration or any other termination of this Agreement and the expiration or other termination of Executives employment with the Company:(i)Section1 (Certain Definitions); (ii)this Section3; (iii)Section5 (Termination of Employment); (iv)Section6 (Termination by Executive for Good Reason or Following a Change in Control); (v)Section7 (Payment Delay Provisions); (vi)Section8 (Release of Claims); and (vii)Section9 (Miscellaneous).

3 . Term of Employment . Unless sooner terminated as provided in Section5 or Section 6 below , the term of Executives employment with the Company as its CEO shall be one ( 1 ) year , commencing on October9 , 2017 ( the Commencement Date ) and ending on the first anniversary thereof ( the Expiration Date ) . If , at any time during the term of Executives employment hereunder , there is a termination of Executives employment with the Company for any reason whatsoever , including by reason of the expiration of the one-year term of Executives employment under this Agreement , and irrespective of whether such termination is by the Company or Executive , this Agreement shall terminate and shall be of no further force or effect ; provided , however , that the following provisions of this Agreement shall survive the expiration or any other termination of this Agreement and the expiration or other termination of Executives employment with the Company : ( i ) Section1 ( Certain Definitions ) ; ( ii ) this Section3 ; ( iii ) Section5 ( Termination of Employment ) ; ( iv ) Section6 ( Termination by Executive for Good Reason or Following a Change in Control ) ; ( v ) Section7 ( Payment Delay Provisions ) ; ( vi ) Section8 ( Release of Claims ) ; and ( vii ) Section9 ( Miscellaneous ) .


4. Compensation and Benefits. Executives compensation for all services rendered, as CEO or in any other capacity, to the Company or to any of its Affiliates shall be as follows:

4 . Compensation and Benefits . Executives compensation for all services rendered , as CEO or in any other capacity , to the Company or to any of its Affiliates shall be as follows :


(i) Eighty percent ( 80% ) of the Bonus Opportunity will be contingent on the achievement of one or more corporate financial goals or objectives in the Companys second, third and fourth fiscal quarters ending December31, 2017, March31, 2018 and June30, 2018 , respectively, or for the nine months ended June30, 2018 , based on the Companys fiscal 2018 annual operating plan (the AOP) as previously approved by the Board of Directors, subject to such adjustments thereto as may be approved by the Compensation Committee of the Board within sixty (60) days of the Commencement Date and shall require that the Executive shall have been in the continuous service of the Company as its CEO throughout the period from the Commencement Date to and including June 30, 2018.

( i ) Eighty percent ( 80 % ) of the Bonus Opportunity will be contingent on the achievement of one or more corporate financial goals or objectives in the Companys second , third and fourth fiscal quarters ending December31 , 2017 , March31 , 2018 and June30 , 2018 , respectively , or for the nine months ended June30 , 2018 , based on the Companys fiscal 2018 annual operating plan ( the AOP ) as previously approved by the Board of Directors , subject to such adjustments thereto as may be approved by the Compensation Committee of the Board within sixty ( 60 ) days of the Commencement Date and shall require that the Executive shall have been in the continuous service of the Company as its CEO throughout the period from the Commencement Date to and including June 30 , 2018 .


(b) Executive shall be entitled to participate in any equity incentive plans or programs that are adopted by the Board of Directors or its Compensation Committee during the term of Executives employment as CEO and are generally made available to the Companys executive officers, subject to the eligibility requirements and the other terms and conditions thereof, including any performance, time or other vesting conditions; provided that it is understood and agreed that neither the Board nor its Compensation Committee shall be obligated to adopt any such incentive or bonus plans or programs.

( b ) Executive shall be entitled to participate in any equity incentive plans or programs that are adopted by the Board of Directors or its Compensation Committee during the term of Executives employment as CEO and are generally made available to the Companys executive officers , subject to the eligibility requirements and the other terms and conditions thereof , including any performance , time or other vesting conditions ; provided that it is understood and agreed that neither the Board nor its Compensation Committee shall be obligated to adopt any such incentive or bonus plans or programs .


4.3 Employee Benefits. During the term of Executives employment as the Companys CEO , he will be entitled to participate in those employee benefit programs that are generally made available to full time employees of the Company, subject to the eligibility requirements thereof, including, without limitation, health insurance coverage for him and his immediate family, paid vacation which shall accrue in accordance with the Companys applicable vacation policy, and any 401K or other ERISA compliant retirement savings plans that the Company may have in effect or establish for its employees generally.

4 . 3 Employee Benefits . During the term of Executives employment as the Companys CEO , he will be entitled to participate in those employee benefit programs that are generally made available to full time employees of the Company , subject to the eligibility requirements thereof , including , without limitation , health insurance coverage for him and his immediate family , paid vacation which shall accrue in accordance with the Companys applicable vacation policy , and any 401K or other ERISA compliant retirement savings plans that the Company may have in effect or establish for its employees generally .


(a) Salary Continuation. The Company shall continue to pay Executive (or in the case of his death, to his heirs) his salary, at the rate in effect on the date of such termination of employment, for the then remaining original term of his employment as set forth in Section3 above, but in no event for more than six(6) months following the effective date of such termination of employment (the Salary Continuation Period), with such payments (salary continuation payments) to be made by the Company to Executive (or his estate or heirs, as the case may be) in twice-monthly equal installments, less required taxes and withholdings, on the Companys regular payroll dates and in accordance with the Companys customary payroll procedures as then in effect. Each salary continuation payment shall be considered a separate payment for purposes of Section409A of the IRC, including for purposes of Treasury Regulation Section1.409A-2(b)(2)(iii) promulgated under the IRC.

( a ) Salary Continuation . The Company shall continue to pay Executive ( or in the case of his death , to his heirs ) his salary , at the rate in effect on the date of such termination of employment , for the then remaining original term of his employment as set forth in Section3 above , but in no event for more than six ( 6 ) months following the effective date of such termination of employment ( the Salary Continuation Period ) , with such payments ( salary continuation payments ) to be made by the Company to Executive ( or his estate or heirs , as the case may be ) in twice-monthly equal installments , less required taxes and withholdings , on the Companys regular payroll dates and in accordance with the Companys customary payroll procedures as then in effect . Each salary continuation payment shall be considered a separate payment for purposes of Section409A of the IRC , including for purposes of Treasury Regulation Section1 . 409A-2 ( b ) ( 2 ) ( iii ) promulgated under the IRC .


(b) Continuation of Medical Insurance. Upon a timely election of the continuation coverage under COBRA , by Executive or, in the case of a termination due to his death, by his dependents who were covered dependents under the Companys group health insurance plan or program, the Company will pay one hundred percent (100%) of Executives COBRA premiums for the continuation of medical insurance coverage under the Companys group health insurance plan as in effect on the day immediately preceding the effective date of such termination without Cause or for Good Reason for the Insurance Continuation Period (the Medical Insurance Continuation Benefit). For purposes of this Section5.4(b), the term Insurance Continuation Period shall mean (i) the Salary Continuation Period (as defined above) or (ii) the period ending on the date on which Executive obtains employment with another employer that makes group health insurance available to him and his dependents, whichever is shorter. Each premium payment shall be paid when due and shall be considered a separate payment for purposes of Section 409A of the Code.

( b ) Continuation of Medical Insurance . Upon a timely election of the continuation coverage under COBRA , by Executive or , in the case of a termination due to his death , by his dependents who were covered dependents under the Companys group health insurance plan or program , the Company will pay one hundred percent ( 100 % ) of Executives COBRA premiums for the continuation of medical insurance coverage under the Companys group health insurance plan as in effect on the day immediately preceding the effective date of such termination without Cause or for Good Reason for the Insurance Continuation Period ( the Medical Insurance Continuation Benefit ) . For purposes of this Section5 . 4 ( b ) , the term Insurance Continuation Period shall mean ( i ) the Salary Continuation Period ( as defined above ) or ( ii ) the period ending on the date on which Executive obtains employment with another employer that makes group health insurance available to him and his dependents , whichever is shorter . Each premium payment shall be paid when due and shall be considered a separate payment for purposes of Section 409A of the Code .


(c) Medical Insurance Continuation Benefit. Upon a timely election of the continuation coverage under COBRA by Executive, the Medical Insurance Continuation Benefit for the Insurance Continuation Period as set forth in Section5.4(b) above.

( c ) Medical Insurance Continuation Benefit . Upon a timely election of the continuation coverage under COBRA by Executive , the Medical Insurance Continuation Benefit for the Insurance Continuation Period as set forth in Section5 . 4 ( b ) above .


7.2 Exceptions to Payment Delay. Notwithstanding Section7.1 above, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section5 or Section6 shall be made in reliance upon Treasury Regulation 1.409A-1(b)(9) with respect to separation pay plans, or Treasury Regulation 1.409A-1(b)(4) with respect to short-term deferrals. Accordingly, the severance or post-termination payments provided for in Section5 and Section6 are not intended to provide for any deferral of compensation subject to Section409A of the Code to the extent that:

7 . 2 Exceptions to Payment Delay . Notwithstanding Section7 . 1 above , to the maximum extent permitted by applicable law , amounts payable to Executive pursuant to Section5 or Section6 shall be made in reliance upon Treasury Regulation 1 . 409A-1 ( b ) ( 9 ) with respect to separation pay plans , or Treasury Regulation 1 . 409A-1 ( b ) ( 4 ) with respect to short-term deferrals . Accordingly , the severance or post-termination payments provided for in Section5 and Section6 are not intended to provide for any deferral of compensation subject to Section409A of the Code to the extent that :


9.1 No Other Agreements. This Agreement, together with the Employee Confidentiality Agreement contain all of the terms and provisions relating to and governing the employment relationship between Executive and the Company and shall supersede any other prior or contemporaneous agreements or understandings (written, oral or implied) between Executive and the Company relating in any way to Executives employment as CEO of the Company.

9 . 1 No Other Agreements . This Agreement , together with the Employee Confidentiality Agreement contain all of the terms and provisions relating to and governing the employment relationship between Executive and the Company and shall supersede any other prior or contemporaneous agreements or understandings ( written , oral or implied ) between Executive and the Company relating in any way to Executives employment as CEO of the Company .


(a) Arbitration. Any dispute between the parties relating to this Agreement or any agreements entered into pursuant hereto by the parties, including any controversy or dispute regarding the enforceability or the interpretation of any of the provisions hereof or thereof, or with respect to any alleged or actual non-performance by a party of its obligations hereunder or thereunder or with respect to Executives performance as the Companys CEO , shall be resolved exclusively by binding arbitration in accordance with the rules of commercial arbitration of the American Arbitration Association. Any arbitration proceeding shall be held exclusively in Orange County, California and any service of process in or in connection with any such proceeding shall be adequate if sent by certified or registered mail, postage prepaid to the address of the other party last communicated in writing by such other party to the party initiating such arbitration. The party deemed by the arbitrator to be the prevailing party in any such arbitration proceeding shall be entitled to an award obligating the other party to pay to the prevailing party the reasonable fees and disbursements of such prevailing partys attorneys, accountants and expert witnesses incurred in or in connection with any such proceeding. The determinations of the arbitrator in any such proceeding shall be final and binding on and non-appealable by the parties.

( a ) Arbitration . Any dispute between the parties relating to this Agreement or any agreements entered into pursuant hereto by the parties , including any controversy or dispute regarding the enforceability or the interpretation of any of the provisions hereof or thereof , or with respect to any alleged or actual non-performance by a party of its obligations hereunder or thereunder or with respect to Executives performance as the Companys CEO , shall be resolved exclusively by binding arbitration in accordance with the rules of commercial arbitration of the American Arbitration Association . Any arbitration proceeding shall be held exclusively in Orange County , California and any service of process in or in connection with any such proceeding shall be adequate if sent by certified or registered mail , postage prepaid to the address of the other party last communicated in writing by such other party to the party initiating such arbitration . The party deemed by the arbitrator to be the prevailing party in any such arbitration proceeding shall be entitled to an award obligating the other party to pay to the prevailing party the reasonable fees and disbursements of such prevailing partys attorneys , accountants and expert witnesses incurred in or in connection with any such proceeding . The determinations of the arbitrator in any such proceeding shall be final and binding on and non-appealable by the parties .


Santa Ana, CA 92705


/s/ JOSEPH J. ORLANDO


THIS EXECUTIVE EMPLOYMENT AGREEMENT (Agreement) is effective as of October12, 2017 (the Effective Date) by and between WatchGuard, Inc. (the Company) and Stephen Coffman (the Executive). The Company and the Executive shall be referred to herein individually as a Party and collectively as the Parties.

THIS EXECUTIVE EMPLOYMENT AGREEMENT ( Agreement ) is effective as of October12 , 2017 ( the Effective Date ) by and between WatchGuard , Inc . ( the Company ) and Stephen Coffman ( the Executive ) . The Company and the Executive shall be referred to herein individually as a Party and collectively as the Parties .


THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of October 9, 2017 (the Effective Date) by and between PROS, Inc. , a Delaware corporation (the Company), PROS Holdings, Inc. , a Delaware corporation (PROS Holdings), and Thomas Dziersk (the Employee). The Company and the Employee are sometimes collectively referred to herein as the Parties and individually referred to herein as a Party.

THIS EMPLOYMENT AGREEMENT ( this Agreement ) is made and entered into as of October 9 , 2017 ( the Effective Date ) by and between PROS , Inc . , a Delaware corporation ( the Company ) , PROS Holdings , Inc . , a Delaware corporation ( PROS Holdings ) , and Thomas Dziersk ( the Employee ) . The Company and the Employee are sometimes collectively referred to herein as the Parties and individually referred to herein as a Party .


(i) a lump sum severance payment equivalent to one-hundred fifty percent ( 150% ) of the Employees then current annual Salary, less applicable withholding and deductions, payable on the first payday following the 30th day after Employees Termination Date; and

( i ) a lump sum severance payment equivalent to one-hundred fifty percent ( 150 % ) of the Employees then current annual Salary , less applicable withholding and deductions , payable on the first payday following the 30th day after Employees Termination Date ; and


(a) The Parties intend for this Agreement either to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986 , as amended, and all applicable guidance promulgated thereunder (Section 409A) or to be exempt from the application of Section 409A , and this Agreement shall be construed and interpreted accordingly. Any amount payable pursuant to this Agreement due to a termination of employment which constitutes a deferral of compensation within the meaning of Section 409A shall not be paid unless and until such termination constitutes a separation from service within the meaning of Section 409A. Further, to the extent an amount payable under this Agreement is intended to be exempt from Section 409A, and such exemption is conditioned upon the payment being made upon a separation from service, then such payment shall not be paid unless and until Employee has incurred a separation from service. If this Agreement either fails to satisfy the requirements of Section 409A or is not exempt from the application of Section 409A, then the Parties hereby agree to amend or to clarify this Agreement in a timely manner so that this Agreement either satisfies the requirements of Section 409A or is exempt from the application of Section 409A.

( a ) The Parties intend for this Agreement either to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986 , as amended , and all applicable guidance promulgated thereunder ( Section 409A ) or to be exempt from the application of Section 409A , and this Agreement shall be construed and interpreted accordingly . Any amount payable pursuant to this Agreement due to a termination of employment which constitutes a deferral of compensation within the meaning of Section 409A shall not be paid unless and until such termination constitutes a separation from service within the meaning of Section 409A . Further , to the extent an amount payable under this Agreement is intended to be exempt from Section 409A , and such exemption is conditioned upon the payment being made upon a separation from service , then such payment shall not be paid unless and until Employee has incurred a separation from service . If this Agreement either fails to satisfy the requirements of Section 409A or is not exempt from the application of Section 409A , then the Parties hereby agree to amend or to clarify this Agreement in a timely manner so that this Agreement either satisfies the requirements of Section 409A or is exempt from the application of Section 409A .


14\. Interpretation; Venue. The Company and Employee agree that this Agreement shall be interpreted in accordance with and governed by the laws of the State of Texas , without giving effect to conflicts of law principles. The trial courts of the County of Harris, State of Texas , and the United States District Court for the Southern District of Texas are courts of competent jurisdiction, and the Parties agree to submit to the jurisdiction of those courts, as applicable

14 \ . Interpretation ; Venue . The Company and Employee agree that this Agreement shall be interpreted in accordance with and governed by the laws of the State of Texas , without giving effect to conflicts of law principles . The trial courts of the County of Harris , State of Texas , and the United States District Court for the Southern District of Texas are courts of competent jurisdiction , and the Parties agree to submit to the jurisdiction of those courts , as applicable


16\. Third-Party Beneficiary. The Parties expressly acknowledge and agree that the PROS Holdings, Inc. shall be deemed to be a third-party beneficiary with respect to the terms and provisions of this Agreement and shall be entitled to enforce the terms and provisions hereof.

16 \ . Third-Party Beneficiary . The Parties expressly acknowledge and agree that the PROS Holdings , Inc . shall be deemed to be a third-party beneficiary with respect to the terms and provisions of this Agreement and shall be entitled to enforce the terms and provisions hereof .


Date: October 9, 2017


In consideration for the mutual promises described in that certain Employment Agreement (Employment Agreement) executed between PROS, Inc. , a Delaware corporation (the Company) and Thomas Dziersk (the Employee), the parties enter into the following General Release (General Release) and agree as follows:

In consideration for the mutual promises described in that certain Employment Agreement ( Employment Agreement ) executed between PROS , Inc . , a Delaware corporation ( the Company ) and Thomas Dziersk ( the Employee ) , the parties enter into the following General Release ( General Release ) and agree as follows :


3.1 Subject to Section 1 above, Employee unconditionally, irrevocably and absolutely releases and discharges Company, and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of Company, past and present, as well as their respective employees, officers, directors, members, managers, stockholders, partners, agents, successors and assigns (collectively, Released Parties), from all claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Employees employment with Company, the termination of Employees employment, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Employees employment with Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims, including, but not limited to alleged violations of the Texas Labor Code (including but not limited to the Texas Civil Rights Act , the Texas Payday Act , and the Texas Minimum Wage Law), the federal Fair Labor Standards Act , Title VII of the Civil Rights Act of 1964 , the Americans with Disabilities Act , the Age Discrimination in Employment Act of 1967 , as amended, and all claims for attorneys fees, costs and expenses. Employee expressly waives Employees right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Employee or on Employees behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for any challenge to the validity of Employees release of claims under the Age Discrimination in Employment Act of 1967 , as amended, as set forth in this General Release.

3 . 1 Subject to Section 1 above , Employee unconditionally , irrevocably and absolutely releases and discharges Company , and any parent and subsidiary corporations , divisions and affiliated corporations , partnerships or other affiliated entities of Company , past and present , as well as their respective employees , officers , directors , members , managers , stockholders , partners , agents , successors and assigns ( collectively , Released Parties ) , from all claims related in any way to the transactions or occurrences between them to date , to the fullest extent permitted by law , including , but not limited to , Employees employment with Company , the termination of Employees employment , and all other losses , liabilities , claims , charges , demands and causes of action , known or unknown , suspected or unsuspected , arising directly or indirectly out of or in any way connected with Employees employment with Company . This release is intended to have the broadest possible application and includes , but is not limited to , any tort , contract , common law , constitutional or other statutory claims , including , but not limited to alleged violations of the Texas Labor Code ( including but not limited to the Texas Civil Rights Act , the Texas Payday Act , and the Texas Minimum Wage Law ) , the federal Fair Labor Standards Act , Title VII of the Civil Rights Act of 1964 , the Americans with Disabilities Act , the Age Discrimination in Employment Act of 1967 , as amended , and all claims for attorneys fees , costs and expenses . Employee expressly waives Employees right to recovery of any type , including damages or reinstatement , in any administrative or court action , whether state or federal , and whether brought by Employee or on Employees behalf , related in any way to the matters released herein . However , this general release is not intended to bar any claims that , by statute , may not be waived , such as claims for any challenge to the validity of Employees release of claims under the Age Discrimination in Employment Act of 1967 , as amended , as set forth in this General Release .


9.2 Revocation/Effective Date. This General Release shall not become effective or enforceable until the eighth day after Employee signs this General Release. In other words, Employee may revoke Employees acceptance of this General Release within seven (7) days after the date Employee signs it. Employees revocation must be in writing and received by PROS, Inc., 3100 Main Street, Suite 900, Houston, Texas 77002, by 5:00 p.m. Central Time on the seventh day in order to be effective. If Employee does not revoke acceptance within the seven (7) day period, Employees acceptance of this General Release shall become binding and enforceable on the eighth day (the Effective Date).

9 . 2 Revocation / Effective Date . This General Release shall not become effective or enforceable until the eighth day after Employee signs this General Release . In other words , Employee may revoke Employees acceptance of this General Release within seven ( 7 ) days after the date Employee signs it . Employees revocation must be in writing and received by PROS , Inc . , 3100 Main Street , Suite 900 , Houston , Texas 77002 , by 5 : 00 p . m . Central Time on the seventh day in order to be effective . If Employee does not revoke acceptance within the seven ( 7 ) day period , Employees acceptance of this General Release shall become binding and enforceable on the eighth day ( the Effective Date ) .


9.3 Preserved Rights of Employee. This General Release does not waive or release any rights or claims that Employee may have under the Age Discrimination in Employment Act that arise after the execution of this General Release. In addition, this General Release does not prohibit Employee from challenging the validity of this General Releases waiver and release of claims under the Age Discrimination in Employment Act of 1967 .

9 . 3 Preserved Rights of Employee . This General Release does not waive or release any rights or claims that Employee may have under the Age Discrimination in Employment Act that arise after the execution of this General Release . In addition , this General Release does not prohibit Employee from challenging the validity of this General Releases waiver and release of claims under the Age Discrimination in Employment Act of 1967 .


12\. Governing Law; Forum. The validity, interpretation and performance of this General Release shall be construed and interpreted according to the laws of the United States of America and the State of Texas without giving effect to conflicts of law principles. Employee agrees that any disputes or litigation that may arise with respect to the General Release shall be brought and prosecuted in Harris County, Texas and waives any and all objections to the location of such litigation, including but not limited to objections based on forum non conveniens. In addition, Employee irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Harris County, Texas, as applicable, for any matter arising out of or relating to this General Release.

12 \ . Governing Law ; Forum . The validity , interpretation and performance of this General Release shall be construed and interpreted according to the laws of the United States of America and the State of Texas without giving effect to conflicts of law principles . Employee agrees that any disputes or litigation that may arise with respect to the General Release shall be brought and prosecuted in Harris County , Texas and waives any and all objections to the location of such litigation , including but not limited to objections based on forum non conveniens . In addition , Employee irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Harris County , Texas , as applicable , for any matter arising out of or relating to this General Release .


1.3 Duties. CFO shall do and perform all services, acts or things necessary or advisable to manage and conduct the business of the Company and that are normally associated with the position of Chief Financial Officer . CFO shall report to the Chief Executive Officer.

1 . 3 Duties . CFO shall do and perform all services , acts or things necessary or advisable to manage and conduct the business of the Company and that are normally associated with the position of Chief Financial Officer . CFO shall report to the Chief Executive Officer .


2.2 Agreement not to Participate in Companys Competitors. During CFO s employment with the Company, CFO agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by CFO to be adverse or antagonistic to the Company, its business, or prospects, financial or otherwise, or in any company, person, or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates (as defined below). Ownership by CFO , in professionally managed funds over which CFO does not have control or discretion in investment decisions, or as a passive investment, of less than two percent ( 2% ) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this Section. For purposes of this Agreement, Affiliate, means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity.

2 . 2 Agreement not to Participate in Companys Competitors . During CFO s employment with the Company , CFO agrees not to acquire , assume or participate in , directly or indirectly , any position , investment or interest known by CFO to be adverse or antagonistic to the Company , its business , or prospects , financial or otherwise , or in any company , person , or entity that is , directly or indirectly , in competition with the business of the Company or any of its Affiliates ( as defined below ) . Ownership by CFO , in professionally managed funds over which CFO does not have control or discretion in investment decisions , or as a passive investment , of less than two percent ( 2 % ) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this Section . For purposes of this Agreement , Affiliate , means , with respect to any specific entity , any other entity that , directly or indirectly , through one or more intermediaries , controls , is controlled by or is under common control with such specified entity .


3.2 Discretionary Bonus. At the sole discretion of the Board and Chief Executive Officer, promptly following each calendar year of employment CFO shall be eligible to receive a discretionary cash bonus of up to 30% of CFO s then-current base salary (the Bonus), based on CFO s achievement relative to certain performance goals (Performance Goals) to be established by the Chief Executive Officer in writing in a manner reasonably consistent with the Companys priorities. The determination of whether CFO has met the Performance Goals for any given year, and if so, the amount of any Bonus that will be paid for such year (if any), shall be determined by the Board and Chief Executive Officer in their sole and

3 . 2 Discretionary Bonus . At the sole discretion of the Board and Chief Executive Officer , promptly following each calendar year of employment CFO shall be eligible to receive a discretionary cash bonus of up to 30 % of CFO s then-current base salary ( the Bonus ) , based on CFO s achievement relative to certain performance goals ( Performance Goals ) to be established by the Chief Executive Officer in writing in a manner reasonably consistent with the Companys priorities . The determination of whether CFO has met the Performance Goals for any given year , and if so , the amount of any Bonus that will be paid for such year ( if any ) , shall be determined by the Board and Chief Executive Officer in their sole and


3.3 Sign-On Bonus. Conditional upon the CFO initiating employment with the Company as of the Effective Date, Company agrees to pay CFO an aggregate sign- on bonus of $100,000 , of which one-half ( $50,000 ) is payable to CFO within thirty (30)days of the Effective Date, and the second half ( $50,000 ) will be payable thirty (30)days subsequent to the earlier of (i)closing of an initial public offering of the Companys stock and (ii)the six (6)month anniversary of the Effective Date.

3 . 3 Sign-On Bonus . Conditional upon the CFO initiating employment with the Company as of the Effective Date , Company agrees to pay CFO an aggregate sign - on bonus of $ 100 , 000 , of which one-half ( $ 50 , 000 ) is payable to CFO within thirty ( 30 ) days of the Effective Date , and the second half ( $ 50 , 000 ) will be payable thirty ( 30 ) days subsequent to the earlier of ( i ) closing of an initial public offering of the Companys stock and ( ii ) the six ( 6 ) month anniversary of the Effective Date .


3.4 Relocation. CFO in good faith intends to relocate his household to the San Diego area as soon as practical, but no later than four (4)months following the Effective Date. Until such time as CFO relocates, CFO agrees to spend at least 4 days per week at the Companys offices in San Diego, unless as otherwise approved on a week-to-week basis by the Chief Executive Officer. The Company will cover the actual and reasonable costs, including out-of-pocket relocation, commuting and related tax expense, associated with CFO s relocation to the San Diego area, up to a maximum of $40,000 , exclusive of any tax gross-up payment. CFO must remain employed by the Company through and including the date of payment of any such amounts payable under this Section3.4, and all such payments will be subject to any necessary payroll deductions and all required withholdings.

3 . 4 Relocation . CFO in good faith intends to relocate his household to the San Diego area as soon as practical , but no later than four ( 4 ) months following the Effective Date . Until such time as CFO relocates , CFO agrees to spend at least 4 days per week at the Companys offices in San Diego , unless as otherwise approved on a week-to-week basis by the Chief Executive Officer . The Company will cover the actual and reasonable costs , including out-of-pocket relocation , commuting and related tax expense , associated with CFO s relocation to the San Diego area , up to a maximum of $ 40 , 000 , exclusive of any tax gross-up payment . CFO must remain employed by the Company through and including the date of payment of any such amounts payable under this Section3 . 4 , and all such payments will be subject to any necessary payroll deductions and all required withholdings .


3.6 Expense Reimbursements. The Company will reimburse CFO for all reasonable business expenses CFO incurs in conducting his duties hereunder, pursuant to the Companys usual expense reimbursement policies; provided that CFO supplies the appropriate substantiation for such expenses no later than the end of the calendar month following the month in which such expenses were incurred by CFO .

3 . 6 Expense Reimbursements . The Company will reimburse CFO for all reasonable business expenses CFO incurs in conducting his duties hereunder , pursuant to the Companys usual expense reimbursement policies ; provided that CFO supplies the appropriate substantiation for such expenses no later than the end of the calendar month following the month in which such expenses were incurred by CFO .


3.7 Changes to Compensation. CFO s compensation will be reviewed annually and may be changed from time to time in the Companys sole discretion.

3 . 7 Changes to Compensation . CFO s compensation will be reviewed annually and may be changed from time to time in the Companys sole discretion .


3.8 Employment Taxes. All of CFO s compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company.

3 . 8 Employment Taxes . All of CFO s compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company .


3.9 Benefits. CFO shall, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any benefit plan or arrangement that may be in effect from time to time and made available to the Companys senior management employees.

3 . 9 Benefits . CFO shall , in accordance with Company policy and the terms of the applicable plan documents , be eligible to participate in benefits under any benefit plan or arrangement that may be in effect from time to time and made available to the Companys senior management employees .


4.1 Termination by the Company. CFO s employment with the Company is at will and may be terminated by the Company at any time and for any reason, or for no reason, including, but not limited to, under the following conditions:

4 . 1 Termination by the Company . CFO s employment with the Company is at will and may be terminated by the Company at any time and for any reason , or for no reason , including , but not limited to , under the following conditions :


4.1.1 Termination by the Company for Cause. The Company may terminate CFO s employment under this Agreement for Cause (as defined below) by delivery of written notice to CFO . Any notice of termination given pursuant to this section shall effect termination as of the date of the notice, or as of such other date specified in the notice.

4 . 1 . 1 Termination by the Company for Cause . The Company may terminate CFO s employment under this Agreement for Cause ( as defined below ) by delivery of written notice to CFO . Any notice of termination given pursuant to this section shall effect termination as of the date of the notice , or as of such other date specified in the notice .


4.2 Termination by CFO . CFO may terminate his employment with the Company at any time and for any reason, or for no reason, upon thirty (30)days written notice to the Company.

4 . 2 Termination by CFO . CFO may terminate his employment with the Company at any time and for any reason , or for no reason , upon thirty ( 30 ) days written notice to the Company .


4.5.1 Death or Disability. If CFO s employment is terminated by death or Disability, the Company shall pay to CFO , or to CFO s heirs, CFO s accrued and unpaid base salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings. The

4 . 5 . 1 Death or Disability . If CFO s employment is terminated by death or Disability , the Company shall pay to CFO , or to CFO s heirs , CFO s accrued and unpaid base salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination , less standard deductions and withholdings . The


Company shall thereafter have no further obligations to CFO and/or CFO s heirs under this Agreement, except as otherwise provided by law.

Company shall thereafter have no further obligations to CFO and / or CFO s heirs under this Agreement , except as otherwise provided by law .


4.5.2 Termination For Cause. If the Company terminates CFO s employment for Cause, then the Company shall pay CFO s accrued and unpaid base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. The Company shall thereafter have no further obligations to CFO under this Agreement, except as otherwise provided by law.

4 . 5 . 2 Termination For Cause . If the Company terminates CFO s employment for Cause , then the Company shall pay CFO s accrued and unpaid base salary and accrued and unused vacation benefits earned through the date of termination , at the rate in effect at the time of termination , less standard deductions and withholdings . The Company shall thereafter have no further obligations to CFO under this Agreement , except as otherwise provided by law .


4.5.4 Termination by Company Without Cause or by CFO for Good Reason In Connection with a Change in Control. If the Company terminates CFO s employment without Cause or if CFO resigns his employment for Good Reason, in either case upon the occurrence of, or within the 13 months immediately following, the effective date of a Change in Control, the Company shall pay CFO s accrued and unpaid base salary and accrued

4 . 5 . 4 Termination by Company Without Cause or by CFO for Good Reason In Connection with a Change in Control . If the Company terminates CFO s employment without Cause or if CFO resigns his employment for Good Reason , in either case upon the occurrence of , or within the 13 months immediately following , the effective date of a Change in Control , the Company shall pay CFO s accrued and unpaid base salary and accrued


4.6.2 Good Reason shall mean any of the following actions: (i)the assignment to CFO of any duties or responsibilities that results in a material diminution in CFO s function (for Section4.5.4, as in effect immediately prior to the effective date of the Change in Control); provided, however, that a change in CFO s title or reporting relationships shall not provide the basis for a voluntary termination with Good Reason; (ii)a reduction by the Company in CFO s annual base salary as in effect immediately prior to the effective date of the Change in Control; provided, however, that Good Reason shall not be deemed to have occurred in the event of a reduction in CFO s annual base salary that is pursuant to a salary reduction program affecting substantially all of the employees of the Company and that does not adversely affect CFO to a greater extent than other similarly situated employees; or (iii)a relocation of CFO s primary business office to a location more than 50 miles from the location of CFO s primary business office and which increases the CFO s commute (for Section4.5.4, as in effect immediately prior to the effective date of the Change in Control), except for required travel by CFO on the Companys business to an extent substantially consistent with CFO s business travel obligations prior to the effective date of the Change in Control; provided, that CFO may not resign for Good Reason without first providing the Company with written notice within ninety (90)days of the date of the initial existence of the condition that CFO believes constitutes Good Reason specifically identifying the acts or omissions constituting the grounds for Good Reason

4 . 6 . 2 Good Reason shall mean any of the following actions : ( i ) the assignment to CFO of any duties or responsibilities that results in a material diminution in CFO s function ( for Section4 . 5 . 4 , as in effect immediately prior to the effective date of the Change in Control ) ; provided , however , that a change in CFO s title or reporting relationships shall not provide the basis for a voluntary termination with Good Reason ; ( ii ) a reduction by the Company in CFO s annual base salary as in effect immediately prior to the effective date of the Change in Control ; provided , however , that Good Reason shall not be deemed to have occurred in the event of a reduction in CFO s annual base salary that is pursuant to a salary reduction program affecting substantially all of the employees of the Company and that does not adversely affect CFO to a greater extent than other similarly situated employees ; or ( iii ) a relocation of CFO s primary business office to a location more than 50 miles from the location of CFO s primary business office and which increases the CFO s commute ( for Section4 . 5 . 4 , as in effect immediately prior to the effective date of the Change in Control ) , except for required travel by CFO on the Companys business to an extent substantially consistent with CFO s business travel obligations prior to the effective date of the Change in Control ; provided , that CFO may not resign for Good Reason without first providing the Company with written notice within ninety ( 90 ) days of the date of the initial existence of the condition that CFO believes constitutes Good Reason specifically identifying the acts or omissions constituting the grounds for Good Reason


4.8 Parachute Payment. If any payment or benefit CFO would receive pursuant to this Agreement (Payment) would (i)constitute a Parachute Payment within the meaning of Section280G of the Internal Revenue Code of 1986, as amended (the Code), and (ii)but for this sentence, be subject to the excise tax imposed by Section4999 of the Code (the Excise Tax), then such Payment shall be equal to the Reduced Amount. The Reduced Amount shall be either (x)the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y)the largest portion, up to and including the total of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in CFO s receipt, on an after-tax basis, of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting Parachute Payments is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the manner that results in the greatest economic benefit for CFO . If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata.

4 . 8 Parachute Payment . If any payment or benefit CFO would receive pursuant to this Agreement ( Payment ) would ( i ) constitute a Parachute Payment within the meaning of Section280G of the Internal Revenue Code of 1986 , as amended ( the Code ) , and ( ii ) but for this sentence , be subject to the excise tax imposed by Section4999 of the Code ( the Excise Tax ) , then such Payment shall be equal to the Reduced Amount . The Reduced Amount shall be either ( x ) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or ( y ) the largest portion , up to and including the total of the Payment , whichever amount , after taking into account all applicable federal , state and local employment taxes , income taxes , and the Excise Tax ( all computed at the highest applicable marginal rate ) , results in CFO s receipt , on an after-tax basis , of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax . If a reduction in payments or benefits constituting Parachute Payments is necessary so that the Payment equals the Reduced Amount , reduction shall occur in the manner that results in the greatest economic benefit for CFO . If more than one method of reduction will result in the same economic benefit , the items so reduced will be reduced pro rata .


In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount (as determined pursuant to clause (x)in the preceding paragraph) is subject to the Excise Tax, CFO agrees to promptly return to the Company a sufficient amount of the Payment so that no portion of the Reduced Amount is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount is determined in accordance with clause (y)in the preceding paragraph, CFO will have no obligation to return any portion of the Payment pursuant to the preceding sentence.

In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount ( as determined pursuant to clause ( x ) in the preceding paragraph ) is subject to the Excise Tax , CFO agrees to promptly return to the Company a sufficient amount of the Payment so that no portion of the Reduced Amount is subject to the Excise Tax . For the avoidance of doubt , if the Reduced Amount is determined in accordance with clause ( y ) in the preceding paragraph , CFO will have no obligation to return any portion of the Payment pursuant to the preceding sentence .


The Company shall use commercially reasonable efforts such that the accounting, law or consulting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to CFO and the Company within 15 calendar days after the date on which CFO s right to a Payment is triggered (if requested at that time by CFO or the Company) or such other time as requested by CFO or the Company.

The Company shall use commercially reasonable efforts such that the accounting , law or consulting firm engaged to make the determinations hereunder shall provide its calculations , together with detailed supporting documentation , to CFO and the Company within 15 calendar days after the date on which CFO s right to a Payment is triggered ( if requested at that time by CFO or the Company ) or such other time as requested by CFO or the Company .


Notwithstanding anything to the contrary set forth herein, CFO shall receive the Severance Benefits described above, if and only if CFO duly executes and returns to the Company within the applicable time period set forth therein, but in no event more than forty-five days following Separation From Service, the Release and permits the Release to become effective in accordance with its terms. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Release. Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Release, the Company will pay CFO the Severance Benefits CFO would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions.

Notwithstanding anything to the contrary set forth herein , CFO shall receive the Severance Benefits described above , if and only if CFO duly executes and returns to the Company within the applicable time period set forth therein , but in no event more than forty-five days following Separation From Service , the Release and permits the Release to become effective in accordance with its terms . Notwithstanding any other payment schedule set forth in this Agreement , none of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Release . Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding paragraph , on the first regular payroll pay day following the effective date of the Release , the Company will pay CFO the Severance Benefits CFO would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Release , with the balance of the Severance Benefits being paid as originally scheduled . All amounts payable under the Agreement will be subject to standard payroll taxes and deductions .


This Agreement shall be binding upon and inure to the benefit of CFO and CFO s heirs, executors, personal representatives, assigns, administrators and legal representatives. Because of the unique and personal nature of CFO s duties under this Agreement, neither this Agreement nor any rights or obligations under this Agreement shall be assignable by CFO . This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns and legal representatives. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, successor means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.

This Agreement shall be binding upon and inure to the benefit of CFO and CFO s heirs , executors , personal representatives , assigns , administrators and legal representatives . Because of the unique and personal nature of CFO s duties under this Agreement , neither this Agreement nor any rights or obligations under this Agreement shall be assignable by CFO . This Agreement shall be binding upon and inure to the benefit of the Company and its successors , assigns and legal representatives . Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes . For this purpose , successor means any person , firm , corporation or other business entity which at any time , whether by purchase , merger or otherwise , directly or indirectly acquires all or substantially all of the assets or business of the Company .


All notices or demands of any kind required or permitted to be given by the Company or CFO under this Agreement shall be given in writing and shall be personally delivered (and receipted for) or faxed during normal business hours or mailed by certified mail, return receipt requested, postage prepaid, addressed as follows:

All notices or demands of any kind required or permitted to be given by the Company or CFO under this Agreement shall be given in writing and shall be personally delivered ( and receipted for ) or faxed during normal business hours or mailed by certified mail , return receipt requested , postage prepaid , addressed as follows :


10421 Pacific Center Court, Suite 200


If to CFO :


This Agreement, including Exhibit A and the PIIA, contains the complete, final and exclusive agreement of the Parties relating to the terms and conditions of CFO s employment and the termination of CFO s employment, and supersedes any and all prior and/or contemporaneous oral and written employment agreements or arrangements between the Parties.

This Agreement , including Exhibit A and the PIIA , contains the complete , final and exclusive agreement of the Parties relating to the terms and conditions of CFO s employment and the termination of CFO s employment , and supersedes any and all prior and / or contemporaneous oral and written employment agreements or arrangements between the Parties .


This Agreement cannot be amended or modified except by a written agreement signed by CFO and the Company.

This Agreement cannot be amended or modified except by a written agreement signed by CFO and the Company .


The headings set forth in this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing the Company, but CFO has been encouraged to consult with, and has consulted with, CFO s own independent counsel and tax advisors with respect to the terms of this Agreement. The Parties acknowledge that each Party and its counsel has reviewed and revised, or had an opportunity to review and revise, this Agreement, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

The headings set forth in this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement . This Agreement has been drafted by legal counsel representing the Company , but CFO has been encouraged to consult with , and has consulted with , CFO s own independent counsel and tax advisors with respect to the terms of this Agreement . The Parties acknowledge that each Party and its counsel has reviewed and revised , or had an opportunity to review and revise , this Agreement , and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement .


To ensure the rapid and economical resolution of disputes that may arise in connection with CFO s employment with the Company, CFO and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to CFO s employment, or the termination of that employment, will be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration pursuant to both the substantive and procedural provisions of the Federal Arbitration Act in San Diego, California conducted by the Judicial Arbitration and Mediation Services/Endispute, Inc. (JAMS), or its successors, under the then current rules of JAMS for employment disputes; provided that the arbitrator shall: (a)have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b)issue a written arbitration decision including the arbitrators essential findings and conclusions and a statement of the award. Accordingly, CFO and the Company hereby waive any right to a jury trial. Both CFO and the Company shall be entitled to all rights and remedies that either CFO or the Company would be entitled to pursue in a court of law. The Company shall pay any JAMS filing fee and shall pay the arbitrators fee. Nothing in this Agreement is intended to prevent either CFO or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Notwithstanding the foregoing, CFO and the Company each have the right to resolve any issue or dispute involving confidential, proprietary or trade secret information, or intellectual property rights, by Court action instead of arbitration.

To ensure the rapid and economical resolution of disputes that may arise in connection with CFO s employment with the Company , CFO and the Company agree that any and all disputes , claims , or causes of action , in law or equity , arising from or relating to CFO s employment , or the termination of that employment , will be resolved , to the fullest extent permitted by law , by final , binding and confidential arbitration pursuant to both the substantive and procedural provisions of the Federal Arbitration Act in San Diego , California conducted by the Judicial Arbitration and Mediation Services / Endispute , Inc . ( JAMS ) , or its successors , under the then current rules of JAMS for employment disputes ; provided that the arbitrator shall : ( a ) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law ; and ( b ) issue a written arbitration decision including the arbitrators essential findings and conclusions and a statement of the award . Accordingly , CFO and the Company hereby waive any right to a jury trial . Both CFO and the Company shall be entitled to all rights and remedies that either CFO or the Company would be entitled to pursue in a court of law . The Company shall pay any JAMS filing fee and shall pay the arbitrators fee . Nothing in this Agreement is intended to prevent either CFO or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration . Notwithstanding the foregoing , CFO and the Company each have the right to resolve any issue or dispute involving confidential , proprietary or trade secret information , or intellectual property rights , by Court action instead of arbitration .


It is the understanding of both the Company and CFO that CFO shall not divulge to the Company and/or its subsidiaries any confidential information or trade secrets belonging to others, including CFO s former employers, nor shall the Company and/or its Affiliates seek to elicit from CFO any such information. Consistent with the foregoing, CFO shall not provide to the Company and/or its Affiliates, and the Company and/or its Affiliates shall not request, any documents or copies of documents containing such information.

It is the understanding of both the Company and CFO that CFO shall not divulge to the Company and / or its subsidiaries any confidential information or trade secrets belonging to others , including CFO s former employers , nor shall the Company and / or its Affiliates seek to elicit from CFO any such information . Consistent with the foregoing , CFO shall not provide to the Company and / or its Affiliates , and the Company and / or its Affiliates shall not request , any documents or copies of documents containing such information .


| | ---|---|--- ANAPTYSBIO, INC. | By: | |


/s/ Hamza Suria Its: | | President& CFO Dated: | | January8, 2017 CFO : /s/ Dominic Piscitelli DOMINIC PISCITELLI Dated: 1/8/17

/ s / Hamza Suria Its : | | President & amp ; CFO Dated : | | January8 , 2017 CFO : / s / Dominic Piscitelli DOMINIC PISCITELLI Dated : 1 / 8 / 17


[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT ]

[ SIGNATURE PAGE TO EMPLOYMENT AGREEMENT ]


In consideration of the payments and other benefits set forth in the Employment Agreement effective , 201, to which this form is attached, I, Dominic Piscitelli , hereby furnish ANAPTYSBIO, INC. (the Company), with the following release and waiver (Release and Waiver).

In consideration of the payments and other benefits set forth in the Employment Agreement effective , 201 , to which this form is attached , I , Dominic Piscitelli , hereby furnish ANAPTYSBIO , INC . ( the Company ) , with the following release and waiver ( Release and Waiver ) .


I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA , that this Release and Waiver is knowing and voluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act , that: (a)the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b)I should consult with an attorney prior to executing this Release and Waiver; and (c)if I am age 40 or older at the time of execution of this release, I have 21 days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); and (d)if I am age 40 or older at the time of execution of this release, I have seven days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver and this Release and Waiver shall not be effective until the seven day revocation period has expired without my having previously revoked this Release and Waiver.

I acknowledge that , among other rights , I am waiving and releasing any rights I may have under ADEA , that this Release and Waiver is knowing and voluntary , and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company . I further acknowledge that I have been advised , as required by the Older Workers Benefit Protection Act , that : ( a ) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed ; ( b ) I should consult with an attorney prior to executing this Release and Waiver ; and ( c ) if I am age 40 or older at the time of execution of this release , I have 21 days from the date of termination of my employment with the Company in which to consider this Release and Waiver ( although I may choose voluntarily to execute this Release and Waiver earlier ) ; and ( d ) if I am age 40 or older at the time of execution of this release , I have seven days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver and this Release and Waiver shall not be effective until the seven day revocation period has expired without my having previously revoked this Release and Waiver .


THIS EMPLOYMENT AGREEMENT (Agreement), effective as of the day of , 2017 (Effective Date), by and among Riverview Financial Corporation (the Corporation), with offices at 3901 N. Front Street, Harrisburg, PA 17110 , Riverview Bank (the Bank), with offices at 200 Front Street, PO Box B, Marysville, Pennsylvania, 17053 , and Michael J. Bibak , a Pennsylvania resident (hereinafter referred to as Executive).

THIS EMPLOYMENT AGREEMENT ( Agreement ) , effective as of the day of , 2017 ( Effective Date ) , by and among Riverview Financial Corporation ( the Corporation ) , with offices at 3901 N . Front Street , Harrisburg , PA 17110 , Riverview Bank ( the Bank ) , with offices at 200 Front Street , PO Box B , Marysville , Pennsylvania , 17053 , and Michael J . Bibak , a Pennsylvania resident ( hereinafter referred to as Executive ) .


The Corporation and the Bank, which is a wholly owned subsidiary of the Corporation, desire to employ Executive, and Executive desires to be employed by the Corporation and the Bank, as the Chief Operating Officer of the Corporation and the Bank. The parties wish to enter into this employment agreement to memorialize the terms and conditions of Executives employment as Chief Operating Officer .

The Corporation and the Bank , which is a wholly owned subsidiary of the Corporation , desire to employ Executive , and Executive desires to be employed by the Corporation and the Bank , as the Chief Operating Officer of the Corporation and the Bank . The parties wish to enter into this employment agreement to memorialize the terms and conditions of Executives employment as Chief Operating Officer .


| 2.1. | Annual Base Salary. The Bank will compensate the Executive for the Executives services during the Term at a minimum annual base salary of $300,000 per year, effective through December31, 2018 (the Annual Base Salary), payable at the same times as salaries are payable to other executive employees. After December31, 2018 , the Bank may, from time to time, increase, and may not decrease, the Executives Annual Base Salary, and any and all such changes shall be deemed to constitute amendments to this Section to reflect the revised amount. ---|---|---

| 2 . 1 . | Annual Base Salary . The Bank will compensate the Executive for the Executives services during the Term at a minimum annual base salary of $ 300 , 000 per year , effective through December31 , 2018 ( the Annual Base Salary ) , payable at the same times as salaries are payable to other executive employees . After December31 , 2018 , the Bank may , from time to time , increase , and may not decrease , the Executives Annual Base Salary , and any and all such changes shall be deemed to constitute amendments to this Section to reflect the revised amount . - - - | - - - | - - -


| effective January1, 2016 . Executive specifically agrees to waive any and all right to severance pay, life insurance coverage, and medical and dental insurance as described in Section5(b) of Executives Employment Agreement with Clearfield Bank and Trust Company. Upon Executives execution of this Agreement, this Change in Control Benefits Waiver is irrevocable and may not be amended or otherwise modified without the prior written consent of the Corporation, the Bank, and the Executive. ---|---

| effective January1 , 2016 . Executive specifically agrees to waive any and all right to severance pay , life insurance coverage , and medical and dental insurance as described in Section5 ( b ) of Executives Employment Agreement with Clearfield Bank and Trust Company . Upon Executives execution of this Agreement , this Change in Control Benefits Waiver is irrevocable and may not be amended or otherwise modified without the prior written consent of the Corporation , the Bank , and the Executive . - - - | - - -