Exhibit 3.1

Patriot National Bancorp, Inc. (the “Corporation”)

Amended and Restated By-Laws

May 15, 2025

Article I.

Meetings of Shareholders

Section 1.1. Annual Meeting. The regular annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting, shall be held by remote communications, at the main office of the Corporation, or such other place as the board of directors (the “Board”) may designate on such other date in the months of April, May or June of each year or such other date as the Board may designate. Notice of the meeting shall be mailed, first-class mail, postage prepaid, at least 10 days and no more than 60 days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the Corporation. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the Board, or, if the directors fail to fix the date, by shareholders representing two thirds of the shares. In all cases at least 10 days advance notice of the meeting shall be given to the shareholders by first class mail.

Section 1.1.1. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the Board or by any two (2) or more shareholders owning, in the aggregate, not less than twenty (20%) percent of the stock of the Corporation. Every such special meeting, unless otherwise provided by law, shall be called by mailing, first-class mail, postage prepaid, not less than 10 days nor more than 60 days prior to the date fixed for the meeting, to each shareholder at the address appearing on the books of the Corporation a notice stating the purpose of the meeting. A special meeting may be called by shareholders or the Board to amend the articles of Corporation or bylaws, whether or not such bylaws may be amended by the Board in the absence of shareholder approval.

Section 1.2. Record Date. The Board may fix a record date for determining shareholders entitled to notice and to vote at any meeting, in reasonable proximity to the date of giving notice to the shareholders of such meeting; provided that in no event may a record date be more than 70 days before the meeting. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs a demand for the meeting describing the purpose or purposes for which it is to be held.

If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment, unless any additional items of business are to be considered, or the Corporation becomes aware of an intervening event materially affecting any matter to be voted on more than 10 days prior to the date to which the meeting is adjourned. If a new record date for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.

Section 1.3. Shareholder Action Without Meeting. Any action required or permitted by any provision of Connecticut law to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consent shall bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

Section 1.4. Nominations of Directors. Nominations for election to the Board may be made by the Board or by any stockholder of any outstanding class of capital stock of the Corporation entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the current directors of the Corporation, shall be made in writing and shall be delivered or mailed to the president of the Corporation, not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors, provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the Corporation not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

Section 1.5. Judges of Election. Every election of directors shall be managed by three judges, who shall be appointed from among the shareholders by the Board. The judges of election shall hold and conduct the election at which they are appointed to serve. After the election, they shall file with the secretary of the Corporation a certificate signed by them, certifying the result thereof and the names of the directors elected. The judges of election, at the request of the chairperson of the meeting, shall act as tellers of any other vote by ballot taken at such meeting, and shall certify the result thereof.

Section 1.6. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and filed with the records of the meeting. Proxies with rubber stamped facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a confirming telegram from the shareholder. Proxies meeting the above requirements submitted at any time during a meeting shall be accepted. Electronic proxy voting shall be permitted as provided under Connecticut law.

Section 1.7. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Section 8.2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Certificate of Incorporation, or by the shareholders or directors pursuant to Section 8.2.

Article II.

Directors

Section 2.1. Board of Directors. The Board shall have the power to manage and administer the business and affairs of the Corporation. Except as expressly limited by law, all corporate powers of the Corporation shall be vested in and may be exercised by the Board.

Section 2.2. Number. The Board shall consist of not less than five nor more than twenty-five members, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board or by resolution of a majority of the shareholders at any meeting thereof.

Section 2.3. Organization Meeting. The secretary, upon receiving the certificate of the judges, of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the Corporation to organize the new Board and elect and appoint officers of the Corporation for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable and, in any event, within 30 days thereof. If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 2.4. Regular Meetings. The regular meetings of the Board shall be held, without notice, on the third Tuesday of each month at the main office or other such place as the Board may designate. When any regular meeting of the Board falls upon a holiday, the meeting shall be held on the next banking business day unless the Board shall designate another day.

Section 2.5. Special Meetings. Special meetings of the Board may be called by the President of the Corporation, or at the request of two or more directors. Each member of the Board shall be given notice stating the time and place by telegram, letter, or in person, of each special meeting.

Section 2.6. Quorum. A majority of the director positions on the Board shall constitute a quorum at any meeting, except when otherwise provided by law, or the bylaws, but a less number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If the number of directors is reduced below the number that would constitute a quorum, no business may be transacted, except selecting directors to fill vacancies in conformance with Section 2.7. If a quorum is present, the Board may take action through the vote of a majority of the directors who are in attendance.

Section 2.7. Vacancies. When any vacancy occurs among the directors, a majority of the remaining members of the Board may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose at which a quorum is present, or if the directors remaining in office constitute fewer than a quorum of the Board, by the affirmative vote of a majority of all the directors remaining in office, or by shareholders at a special meeting called for that purpose, in conformance with Section 1.2 of these by-laws. At any such shareholder meeting, each shareholder entitled to vote shall have the right to multiply the number of votes he or she is entitled to cast by the number of vacancies being filled and cast the product for a single candidate or distribute the product among two or more candidates.

A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 2.8. Resignation. A director may resign at any time by delivering written notice to the Board, its chairperson or to the Corporation, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

Section 2.9. Removal. A director may be removed by shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him or her is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal.

Article III.

Committees of the Board

The Board must formally ratify written policies authorized by committees of the Board before such policies become effective. Each committee must have one or more member(s), who serve at the pleasure of the Board. Provisions of the Certificate of Incorporation and bylaws governing place of meetings, notice of meetings, quorum and voting requirements of the Board, apply to committees and their members as well. The creation of a committee and appointment of members to it must be approved by the Board. The membership and roles of each committee must conform to applicable Securities and Exchange Commission and NASDAQ listing requirements.

Section 3.1. Executive Committee. There shall be an executive committee composed at least three Directors including the President, appointed by the Board annually or more often. The executive committee shall have the power and responsibility of monitoring the implementation by management of policies established by the Board, and to exercise, when the Board is not in session, all other powers of the Board that may lawfully be delegated, and shall review for approval any contracts with third parties authorized by the Board prior to execution thereof. The executive committee shall keep minutes of its meetings.

Section 3.2. Audit Committee. There shall be an audit committee composed of not less than three directors, at least one of whom shall be independent, if the Board has an independent director, appointed by the Board annually or more often. The duty of that committee shall be to (i) cause suitable audits to be made by auditors engaged by the Audit Committee on the Corporation’s behalf, (ii) pre-approve all audit services and permitted non-audit services provided by the auditors, and (iii) such other responsibilities as determined by the Board. The Audit Committee or its Chairman also discusses with the independent auditors the auditors’ review of unaudited quarterly financial statements. The Audit Committee shall keep minutes of its meetings.

Section 3.3. Reserved.

Section 3.4. Compensation, Nomination and Governance Committee. There shall be a compensation, nomination and governance committee composed of not less than three directors, appointed by the Board annually or more often. The Compensation, Nomination, and Governance Committee shall have the power and responsibility to determine executive compensation, consider, and recommend to the full Board nominees for directors of the Corporation and its subsidiary Patriot Bank NA, and oversee the Governance of the Company. The Compensation, Nomination and Governance Committee is also responsible for reporting and recommending from time to time to the Board matters related to corporate governance. The Compensation, Nomination and Governance Committee shall keep minutes of its meetings.

Section 3.5. Other Committees. The Board may appoint, from time to time, from its own members other committees of one or more persons, for such purposes and with such powers as the Board may determine.

However, a committee may not:

Article IV.

Officers and Employees

Section 4.1. Chairperson of the Board. The Board shall appoint one of its members to be the chairperson of the Board to serve at its pleasure. Such person shall preside at all meetings of the Board. The chairperson of the Board shall supervise the carrying out of the policies adopted or approved by the Board; may be granted by the Board general executive powers, as well as the specific powers conferred by these bylaws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon, or assigned by the Board.

Section 4.2. President. The Board shall appoint one of its members to be the president of the Corporation. In the absence of the chairperson, the president shall preside at any meeting of the Board. The president shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice, to the office of president, or imposed by these bylaws. The president shall also have and may exercise such further powers and duties as from time to time may be conferred, or assigned by the Board.

Section 4.3. Vice Presidents. The Board may appoint one or more vice presidents, and one or more senior or executive vice presidents, who may also include a chief operating officer, a chief financial officer, a treasurer, a chief risk officer, a chief credit officer, or such other executive vice presidents as may be determined by the Board. Each vice president shall have such powers and duties as may be assigned by the Board. One vice president shall be designated by the Board, in the absence of the president, to perform all the duties of the president.

Section 4.4. Secretary. The Board shall appoint a secretary, cashier, or other designated officer who shall be secretary of the Board and of the Corporation, and shall keep accurate minutes of all meetings. The secretary shall attend to the giving of all notices required by these bylaws; shall be custodian of the corporate seal, records, documents and papers of the Corporation; shall provide for the keeping of proper records of all transactions of the Corporation; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of cashier, or imposed by these bylaws; and shall also perform such other duties as may be assigned from time to time, by the Board.

Section 4.5. Other Officers. The Board may appoint one or more assistant vice presidents, one or more trust officers, one or more assistant secretaries, one or more assistant cashiers, one or more managers and assistant managers of branches and such other officers and attorneys in fact as from time to time may appear to the Board to be required or desirable to transact the business of the Corporation. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon, or assigned to, them by the Board, the chairperson of the Board, or the president. The Board may authorize an officer to appoint one or more officers or assistant officers.

Section 4.6. Reserved.

Section 4.7. Resignation. An officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is given unless the notice specifies a later effective date.

Article V.

Section 5.1. Transfers. Shares of stock, if certificated, shall be transferable on the books of the Corporation. All transfers of stock shall be recorded on the books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Any or all of the signatures may be made by facsimile. Every person becoming a shareholder by such transfer shall, in proportion to his or her shares, succeed to all rights of the prior holder of such shares. The Board may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Corporation with respect to stock transfers, voting at shareholder meetings, and related makers and to protect it against fraudulent transfers.

Section 5.2. Certificates for Stock. The shares of the Corporation’s stock may but need not be represented by a certificate in accordance with the laws of the State of Connecticut. Any certificates representing shares of stock shall bear the manual or facsimile signature of the president and secretary, assistant secretary, cashier, assistant cashier, or any other officer appointed by the Board for that purpose, to be known as an authorized officer, and the seal of the Corporation shall be engraved thereon. Any certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Corporation properly endorsed. Within a reasonable time after the issue or transfer of shares without certificates, the Corporation shall send the shareholder a written statement of the information required on certificates by Connecticut law.

The Board may adopt or use procedures for replacing lost, stolen, or destroyed stock certificates as permitted by law.

Article VI.

Corporate Seal

The president or such other officer thereunto designated by the Board, shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal shall be substantially in the following form:

(Impression)
(of)
(Seal)

Article VII.

Miscellaneous Provisions

Section 7.1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.

Section 7.2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the Corporation by the president, or such other officer designated by the Board in accordance with the procedures and limitations established by the Board. Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the Corporation in such other manner and by such other officers as the Board may from time to time direct. The provisions of this section 7.2 are supplementary to any other provision of these bylaws.

Section 7.3. Records. The Certificate of Incorporation of the Corporation, the bylaws and the proceedings of all meetings of the shareholders, the Board, and standing committees of the Board, shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the secretary, cashier or other officer appointed to act as secretary of the meeting.

Section 7.4. Governing Law. The laws of the State of Connecticut shall govern the Corporation’s corporate governance procedures.

Article VIII.

Bylaws

Section 8.1. Inspection. A copy of the bylaws, with all amendments, shall at all times be kept in a convenient place at the main office of the Corporation, and shall be open for inspection to all shareholders during banking hours.

Section 8.2. Amendments. The bylaws may be amended, altered or repealed, at any regular meeting of the Board, by a vote of a majority of the total number of the directors. The Corporation’s shareholders may amend or repeal the bylaws even though the bylaws also may be amended or repealed by its Board.

SECRETARY’S CERTIFICATE

I, of Patriot National Bancorp, Inc., hereby certify that the foregoing bylaws are the amended and restated bylaws of the Corporation, and all of them are now lawfully in force and effect.

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 30, 2025, is entered into by and among Patriot National Bancorp, Inc., a Connecticut corporation (the “Company”) and William Paul Simmons (the “Executive”). The Company and Executive are each a “Party” and collectively are the “Parties”.

WHEREAS, The Executive has served as a Consultant and Advisor to the Company to facilitate the closing of the Private Placement entered into on March 20, 2025 (the “Private Placement”) and to help the Bank remediate the Formal Agreement entered into on January 15, 2025 (the “Agreement”) and is due reasonable compensation based on the successful completion of the Private Placement,

WHEREAS, the Company is the Bank Holding Company for Patriot Bank, NA (the “Bank”) and Executive is expected to provide services to the Bank and the Bank will reimburse the Company reasonable market costs, consistent with all applicable regulations, for those services.

WHEREAS, the Executive has been offered the position of Chief Credit Officer of the Company and of the Bank, subject in each case to receipt of required non-objections from the Office of the Comptroller of the Currency (the "OCC") and the Board of Governors of the Federal Reserve System (the "Federal Reserve"); provided, however, that until such non-objections are received, the Executive shall serve in a non-policy-making capacity in roles mutually agreed upon by the Executive and the Company and/or the Bank, consistent with applicable regulatory limitations;

WHEREAS, the Company and the Executive desire to enter into this Agreement as an inducement to have Executive join the Company and in order to reflect the terms of employment agreed to by the Parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the Company and the Executive hereby agree as follows:

1. Effective Date. The “Effective Date” shall mean the date hereof.

2. Employment Period. The Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue to serve the Company, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the three-year anniversary of the Effective Date (the “ Employment Period ”); provided , however , that, commencing on the second anniversary of the Effective Date, and on each anniversary of such date (such date and each annual anniversary thereof, a “Renewal Date”), unless previously terminated, the Employment Period shall automatically be extended so as to terminate two years from such Renewal Date, unless, prior to the Renewal Date Renewal Date, the Company shall give notice to the Executive that the Employment Period shall not be so extended. The Employment Period shall automatically terminate upon any termination of the Executive’s employment with the Company.

3. Terms of Employment.

(a) Position and Duties.

(i) During the Employment Period, the Executive shall serve in such capacity as deemed mutually agreeable to the Company and the Executive, and upon meeting all regulatory requirements, will serve as EVP, Chief Credit Officer of the Company and assume such duties and responsibilities as are customarily assigned to such positions. Executive shall also have such other roles and responsibilities at the Company and the Bank as shall be mutually agreeable, including service as the EVP, Chief Credit Officer and such roles and responsibilities at the Bank as shall be mutually agreeable between the Executive and the Company (subject to necessary regulatory requirements to assume such position) during the Employment Period. During the Employment Period, the location of Executive’s primary work on a daily basis shall be Stamford, Connecticut or such other mutually agreeable location. Executive will have an office in the Company’s corporate headquarters and in such other locations, if any, as determined by the Parties.

(ii) Notwithstanding the foregoing, until the Company and the Bank receive the required non-objections from the OCC and the Federal Reserve, the Executive shall serve in a non-policy-making role or roles at the Company and/or the Bank as mutually determined by the Executive and the Company, consistent with applicable regulatory requirements.

(iii) During the Employment Period, and excluding any periods of FTO (as defined below) of which the Executive avails himself under this Agreement, the Executive shall be employed by the Company on a full-time basis and agrees to devote such time as is necessary to discharge the responsibilities assigned to the Executive hereunder and to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently. During the Employment Period, it shall not be a violation of this Agreement for the Executive to, either for free or for personal compensation, (A) serve on corporate, civic, or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements, or teach at educational institutions, (C) manage personal investments, (D) attend to other business matters, so long as such activities do not materially interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement, and (E) subject to his fiduciary duties as an officer and director of the Company, serve as an officer and/or director, of the entities approved by the Board. The Company and Bank acknowledge the Executive may receive confidential, attorney-client, and regulatory communications pursuant his role at other companies, and hereby waives any rights, claims, or demands to such information and to the extent such information inadvertently is provided to the Company or on the Company’s premises, electronic devises, servers, or otherwise, the Company agrees to preserve the confidentiality of such information, not to review such information and to allow Executive to claw back such information at Executives request.

(b) Compensation.

(i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”) at a rate of not less than $400,000.00 payable in accordance with the Company’s normal payroll policies. The Executive’s Annual Base Salary shall be reviewed for increase at least annually by the Compensation Committee of the Board (the “Compensation Committee”) pursuant to customary performance review policies. The review shall consider, among other factors, improvements to the Company’s profitability, regulatory standing , asset size, growth in asset size, and overall financial and operational performance. The Annual Base Salary shall not be reduced after any increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.

(ii) Annual Bonus. With respect to each fiscal year ending during the Employment Period, the Executive shall be eligible to receive an annual bonus (“ Annual Bonus ”) in cash and/or in an award under the Company’s 2025 Omnibus Stock Incentive Plan (the “ Plan ”) (or its successor) once approved by shareholders based on the attainment of performance objectives determined and established by the Compensation Committee, in consultation with the Executive, with an annual target of at least 50% of the Annual Base Salary (the “Target Bonus”), prorated for any partial year. The Board may, from time to time, provide executive one or more performance objectives (each a “Performance Objectives”) tied to discretionary Performance Bonus payments based on the achievement of such Performance Objectives. The actual Annual Bonus, which could be higher or lower than the Target Bonus and include any Performance Bonuses earned, shall be determined by the Company in its reasonable discretion and paid in accordance with customary practice in cash or in equity awards or RSUs with respect to shares of Company common stock (including restrictive covenants) that are substantially consistent with the terms of equity awards granted under the Plan to employees of the Company in the ordinary course of business consistent with past practice, as determined by the Compensation Committee in its discretion; provided , however, that no more than 50% of the actual Annual Bonus for any year shall be paid in the form of equity awards or RSUs.

(iii) Equity Awards. During the Employment Period, the Executive shall be eligible to participate in the Company’s equity compensation plans as may be in effect from time to time on a basis that is no less favorable than those generally applicable to other senior executives of the Company. As an inducement to joining the Company, the Company agreed to issue to the Executive the Initial Equity Award within ninety (90) days following the closing of the Private Placement and shall do so, and within thirty (30) days following the end of each calendar year, during the term of this Agreement, the Company shall also issue to the Executive the Annual Equity Award (each as defined below).

All equity grants shall comply with the restrictions on severance and indemnification agreements and payments to institution-affiliated parties as outlined in the FDIC Rules and Regulations, Part 359. (See also SR letter 19-12, “Statement Regarding Insurance Policies for Directors and Officers,” SR letter 03-6, “Guidance Regarding Restrictions on Institutions in Troubled Condition,” and SR letter 02-17, “Guidance Regarding Indemnification Agreements and Payments.”)

(iv) Severance and Indemnification Rights. Notwithstanding any provision of this Agreement to the contrary, during any period in which the Company or the Bank is considered to be in “Troubled Condition” as defined under 12 C.F.R. Part 359 and applicable regulation guidance (including Federal Reserve SR Letter 03-6), Executive shall not be entitled to receive, and the Company shall not be obliged to pay, and severance payments, bonuses, equity grants, indemnification payments or other compensation that would violate such rules or require prior regulatory approval, without such approval having been obtained. . To the extent any such rights or payments are restricted or disallowed solely due to the Company’s or the Bank’s status as being in Troubled Condition, such rights shall be deferred but not waived, and the Company shall be obliged to reinstatement and payment of such deferred rights at the earliest time permitted by applicable law and regulation, including upon receipt of required regulatory approvals,, or when the Company and the bank are no longer deemed to be in Troubled Condition . Within thirty (30) days following the date that the Company is no longer considered to be in “Troubled Condition”, the Company and Executive will update this Agreement to include severance and indemnification rights customary for similarly situated executives at peer institutions, retroactive to the extent permitted by applicable law and regulation.

(v) Clawback. For no more than three years following the grant of any equity payments or other equity compensation, all equity payments or other equity compensation provided to the Executive under this Agreement shall be subject to such deductions and recovery “clawback” as may be required to be made pursuant to law, government regulation, order, or stock exchange listing requirement (or any narrowly tailored policy of the Company adopted pursuant to any such law, government regulation, order, or stock exchange listing requirement) or by agreement with, or consent of, the Executive. Any such clawback shall be implemented only to the extent necessary to comply with applicable legal or regulatory requirements, and shall be applied in a manner that is fair and consistent with the treatment of similarly situated executives. For the avoidance of doubt, no clawback shall apply to time vested equity or other compensation not subject to mandatory recovery requirements. Any clawback shall be implemented only after written notice to the Executive.

(vi) Flexible Time Off. The Executive shall be entitled to take off as much time as needed or as appropriate (“FTO”), consistent with his professional responsibilities and business needs; provided that the Executive is meeting his work responsibilities; and provided, further, that he is demonstrating a level of commitment and conscientiousness that is sufficient to satisfy his professional responsibilities to Employer. The Executive will receive his usual base salary during approved FTO unless the Executive is on an extended leave that is unpaid pursuant to Employer’s employee handbook or applicable law (e.g., FMLA, CFRA, or other extended leave). Because FTO is not an accrued benefit, the Executive will not be eligible for a payout of FTO at the time of separation from Employer, regardless of the reason for the separation.

(vii) Other Employee Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in all benefits under all plans, practices, policies, and programs provided by the Company on a basis that is no less favorable than those generally applicable or made available to executives of the Company. The Executive shall be eligible for participation in fringe benefits and perquisite plans, practices, policies, and programs (including, without limitation, expense reimbursement plans, practices, policies, and programs, as well as retirement and supplemental executive disability and life insurance benefits) on a basis that is no less favorable than those generally applicable or made available to executives of the Company.

(viii) Assignment and Beneficiaries.Subject to the Company’s prior written consent (not to be unreasonably withheld ) , the Executive may assign or transfer any outstanding equity awards under this Agreement to a trust, family partnership, limited liability company, or similar estate-planning vehicle, provided such entity is wholly controlled by the Executive and the assignment does not result in an adverse tax or legal consequence to the Company. Any permitted transferee shall be bound by the terms and conditions of this Agreement and the underlying equity plan, and no further transfer shall be permitted except by will or by the laws of descent and distribution unless otherwise approved by the Company.

Separately, from time to time, by signing a form furnished by the Company, the Executive may designate any legal or natural person or persons (who may be designated contingently or successively) to whom to transfer any outstanding equity awards held by the Executive at the time of his death. If the Executive fails to designate a beneficiary as provided above, or if the designated beneficiary dies before the Executive or before complete payment or settlement of the outstanding equity awards, the outstanding equity awards held by the Executive shall be transferred to the Executive’s estate. For purposes of this Agreement, the term “designated beneficiary” means the person or persons designated by the Executive as his beneficiary in the last effective beneficiary designation form filed with the Company, or if the Executive has failed to designate a beneficiary, the Executive’s estate.

4. Termination of Employment.

(a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may provide the Executive with written notice in accordance with Section 10(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”); provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 90 consecutive days, or a total of 180 days in any 12-month period, as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected jointly by the Company or its insurers and the Executive or the Executive’s legal representative.

(b) Cause. The Company may terminate the Executive’s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “Cause” shall mean:

(i) the Executive is convicted of, or pleads guilty or nolo contendere to a charge of commission of a felony involving moral turpitude or securities or banking laws;

(ii) the Executive has engaged in willful gross neglect or willful gross misconduct in carrying out his duties, which is reasonably expected to result in material economic or material reputational harm to the Company;

(iii) the Executive is subject to an action taken by a regulatory body or a self-regulatory organization that materially impairs or prevents the Executive from performing his duties with the Company that are required under this Agreement; or

(iv) the Executive willfully breaches any material provision of this Agreement.

For purposes of this Section 4(b), no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company or at the advice of counsel. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, Bank Board, or upon the instructions of the Board, the Bank Board, or the lead independent director of the Board or based upon the advice of counsel for the Company shall be conclusively determined to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company and therefore not willful. To invoke a termination with Cause on any of the grounds enumerated under Section 4(b)(ii) or Section 4(b)(iv), the following process must be followed: (1) the Board, after a duly noticed meeting with a quorum of Disinterested Directors (as defined below) present, must approve and provide notice to the Executive of the existence of such grounds within 30 days following the Company’s knowledge of such grounds (the “Cause Notice”); (2) the Executive shall be provided with 30 days to cure the alleged grounds (the “Cure Period”); (3) during the Cure Period, the Executive shall be provided the opportunity to make an in-person and written presentation to the Disinterested Directors from whom the Cause Notice was provided; (4) the Company shall provide all documents reasonably requested by the Executive that are related to the Cause determination or whether the directors are Disinterested Directors and not subject to attorney-client privilege, confidentiality obligations or prohibited from being disclosed pursuant to applicable law or legal process; (5) if, after the Cure Period and taking into account any presentation by the Executive, the Disinterested Directors determine that Cause exists, the Disinterested Directors shall provide written notice to the Executive immediately and describe the reasoning of their decision to terminate the Executive’s employment for Cause; (6) the Executive shall then have seven calendar days from receipt of such notice to provide a response to the decision or otherwise cure the allegedly uncured breaches; and (7) the Disinterested Directors shall conduct a hearing on or after the expiration of the period set forth in clause (6) in which the Executive shall be entitled to present his response to the conclusion of the Disinterested Directors after which hearing and considering any response by the Executive, the Disinterested Directors shall make their final decision on Cause. “Disinterested Directors” shall be the members of the Board (other than the Executive) who are not party to the transactions giving rise to the allegation of Cause.

(c) Good Reason. The Executive’s employment may be terminated by the Executive with Good Reason. For purposes of this Agreement, “Good Reason” shall mean, in the absence of a written consent of the Executive, any of the following:

(i) the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties, or responsibilities as contemplated by Section 3(a), any failure to continue the Executive in any of the positions contemplated by Section 3(a), or any other action by the Company that results in a material diminution in such positions or the Executive’s authority, duties or responsibilities;

(ii) any material breach of any of the provisions of Section 3(b);

(iii) any requirement by the Company that the Executive’s services be rendered primarily at a specific location or locations other than those identified in Section 3(a)(i); or

(iv) any failure by the Company to comply with Section 9(c).

To invoke a termination with Good Reason, the Executive shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (i) through (iv) within 90 days following the Executive’s knowledge of the initial existence of such condition or conditions and the Company shall have 30 days following receipt of such written notice (the “ Cure Period ”) during which it may remedy the condition if such condition is reasonably subject to cure. If the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Executive’s “separation from service” (within the meaning of Section 409A of the Code), must occur, if at all, within 180 days following such Cure Period in order for such termination as a result of such condition to constitute a termination with Good Reason.

(d) Without Good Reason. The Executive’s employment may be terminated by the Executive without Good Reason at any time. Given the importance of the Executive’s position with Employer, the Executive agrees to make a good faith effort to provide the Company up to 30 days notice or to enter into a consulting agreement to cooperate with the Company for at least 30 days following the Executive’s departure (the “Cooperation Period”) During the Cooperation Period, Employer shall continue to pay the Executive compensation equal to Executive’s base salary and the Executive shall be entitled to participate in Employer’s benefit plans to the extent permitted by such plans and applicable law. During the Cooperation Period, Employer reserves the right to (A) change or remove any of the Executive’s duties, (B) require the Executive to remain away from Employer’s premises, and/or (C) take such other action as determined by Employer to aid and assist in the transition process associated with the Executive’s departure. During the Notice Period, the Executive shall continue to act in a manner consistent with this Agreement and his duty of loyalty to Employer. Employer may waive or terminate the Cooperation Period at any time and for any reason or for no reason.

(e) Notice of Termination. Any termination by the Company with Cause, or by the Executive with or without Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 10(b). For purposes of this Agreement, a “ Notice of Termination ” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date.

(f) Date of Termination. For purposes of this Agreement, “ Date of Termination ” means (i) if the Executive’s employment is terminated by the Company with Cause, or by the Executive with Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive’s employment is terminated by the Company without Cause, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, (iii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be, and (iv) if the Executive’s employment is terminated without Good Reason, the Date of Termination shall be the earlier of 60 days following the Notice Date and such earlier date as designated by Employer.

5. RESERVED.

6. No Setoff; No Mitigation; Legal Fees. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest by the Company, any affiliates, or their respective predecessors, successors, or assigns, the Executive, his estate, beneficiaries, or their respective successors and assigns of the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement); provided that the Executive prevails on at least one material claim.

7. RESERVED

8. Definitions. The following terms shall have the following meanings for purposes of this Agreement.

(i) “Adjusted Outstanding Stock” means, as of any date of determination, the total number of outstanding shares of Common Stock of the Company, including any shares of Common Stock issued upon conversion of any preferred equity or convertible debt instruments, whether such instruments are outstanding as of the date hereof or issued thereafter, but excluding (i) any shares of Common Stock or Restricted Stock Units issued after the date of issuance of the Initial Equity Award to employees, officers, directors, or consultants of the Company or its affiliates as equity compensation for no consideration or for nominal consideration, and (ii) shares issued after the date of issuance of the Initial Equity Award upon exercise, vesting, or settlement of such awards.

(ii) “Common Stock” shall mean the voting and non-voting common stock of the Company.

(iii) “Initial Equity Award” equals the amount of Restricted Stock Units equal to 1,000,000 shares of the outstanding Stock of the Company as of the date of this Agreement.

(iv) “Annual Equity Award” equals the amount of Restricted Stock Units equal to 0.5% multiplied by the Adjusted Outstanding Stock of the Company as of most recent year-end minus the greater of (i) the amount of Common Stock previously issued pursuant to this Agreement pursuant to Section 3(b)(iii) and (ii) 100,000,000 shares of Common Stock.

(v) “Restricted Stock Units” or “RSUs” shall mean restricted stock units in the Company granted to the Executive under the Company’s equity plan, each representing the right to receive one share of the Company’s Common Stock , subject to the terms of this Agreement and the applicable award agreement. RSUs shall vest in three (3) equal annual installments beginning on the first anniversary of this Agreement, subject to the Executive’s continued service through each applicable vesting date, except as otherwise provided herein. The RSUs shall settle on the date of vesting in the form attached as Exhibit A. They shall not be eligible for accelerated vesting upon a Change in Control or a Termination.

(vi) “Stock” shall mean the Common Stock plus all equity securities eligible to be converted into Common Stock in the Company, including non-voting common stock and preferred stock (if any).

9. Confidential Information.

(a) Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge, or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment with the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, neither the Company nor the Executive shall not, without the prior written consent of the other Party, under a confidentiality or non-disclosure agreement, or as may otherwise be required by law, regulation, or legal process, communicate or divulge any such information, knowledge, or data to anyone other than the other Party and those designated by it or as may be required by applicable law, court order, a regulatory body, or arbitrator or other mediator. The Company agrees that the Executive’s mobile number shall remain his property upon any termination for any reason.  The Company also agrees that, notwithstanding any other Company policy, the Executive has a right to privacy over emails on Company servers that involve communications with his attorney, financial advisors, or his family members, as well as a right to privacy regarding such documents and communications on other Company paid devices.  To the extent not prohibited by law or legal process, bona fide contractual obligations and the directors’ fiduciary duties, the Company agrees that it shall (1) notify Executive promptly of any requests, subpoenas or other attempts to access his personal information and shall provide him an opportunity to object to such requests; (2) not directly or indirectly through a third party or otherwise attempt to conduct electronic or physical surveillance against the Executive or his family during his employment or for one year after termination of his employment; and (3) at all times during his employment, promptly inform the Executive of any regulatory contacts, disclosures, inquiries, subpoenas, or requests relating to Executive or the Company.

(b) Remedies. The obligations of the Company to make the severance payments to the Executive under Section 5, if any, shall be conditioned upon and subject to the Executive’s compliance with all of the terms of this Section 8 and the release described in Section 5(e) and, accordingly, in the event that it is finally determined by a court of competent jurisdiction pursuant to the immediately following sentence of this Section 8(c) or pursuant to Section 11 that the Executive has breached the provisions of Section 8, the obligations of the Company to make the severance payments to the Executive under Section 5 shall cease and the Company shall be entitled to recoupment of any payments previously made pursuant to such Section. Notwithstanding the foregoing sentence, the Executive and Company each acknowledge that the other Party would be irreparably injured by any violation of this Agreement, including this Section 8, and the Executive and Company hereby acknowledges and agrees that, in addition to any other remedies available to it for any breach or threatened breach of this Agreement, including this Section 8, the Executive and Company shall be entitled, without posting any bond or proof of damages, to a preliminary or permanent injunction, restraining order, and/or other equitable or specific performance based relief, restraining the Executive from any actual or threatened breach of this Agreement, including this Section 8. In the event of a dispute under the Agreement, the Company will pay all legal fees as incurred by Executive in connection with the dispute.

10. Successors.

(a) Assignment; Executive’s Successors. This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives, heirs, or legatees.

(b) Company’s Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) Corporate Transaction. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.

11. Miscellaneous.

(a) Governing Law; Amendment. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without reference to principles of conflict of laws. If, under any such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation, or ordinance, such portion shall be deemed to be modified or altered to conform thereto. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) Expenses. The Company shall reimburse Executive for legal fees for this Agreement and related legal documents.

(d) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(e) Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local, or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(f) Survival. Any provision of this Agreement that by its terms continues after the expiration of the Employment Period or the termination of the Executive’s employment shall survive in accordance with its terms.

(g) Regulatory Requirements. Notwithstanding anything herein to the contrary, the compensation or benefits provided under this Agreement are subject to modification, as necessary to comply with requirements imposed by the Board or Board of Directors of the Bank to comply with the “Final Interagency Guidance on Sound Incentive Compensation Policies” issued on an interagency basis by the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Office of Thrift Supervision, effective June 25, 2010, or any amendment, modification, or supplement thereto, which shall be deemed to include, without limitation, any rules adopted pursuant to Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(h) Section 409A. If the Executive determines, in good faith, that any compensation or benefits provided by this Agreement may result in the application of Section 409A of the Code, the Executive shall provide written notice thereof (describing in reasonable detail the basis therefor) to the Company, and the Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of Section 409A of the Code or in order to comply with the provisions of Section 409A of the Code, other applicable provision(s) of the Code and/or any rules, regulations, or other regulatory guidance issued under such statutory provisions and without any diminution in the value of the payments to the Executive. Any payments that, under the terms of this Agreement, qualify for the “short-term” deferral exception under Treasury Regulations § 1.409A-1(b)(4), the “separation pay” exception under Treasury Regulations § 1.409A-1(b)(9)(iii), or any other exception under Section 409A of the Code will be paid under the applicable exceptions to the greatest extent possible. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest, penalties, and additional tax imposed pursuant to Section 409A of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day following the Executive’s separation from service ( provided that any accrued installments that would otherwise be payable during that six-month period are paid at the end of such period) or (ii) the Executive’s death. In no event shall the Date of Termination be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination. All reimbursements provided under this Agreement shall be provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) the amount of expenses eligible for reimbursement during one calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year; (B) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the calendar year in which the expense is incurred; and (C) the right to any reimbursement will not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, the Company makes no representation or covenant to ensure that the payments and benefits under this Agreement are exempt from, or compliant with, Section 409A of the Code.

(i) Entire Agreement. This Agreement, together with that certain letter agreement, dated as of even date herewith, by and between the Company and the Executive, shall constitute the entire agreement among the Company, the Bank, and the Executive with respect to the subject matter hereof, and shall supersede any prior understandings, agreements, or representations by or between the parties, whether written or oral (including, without limitation, the Prior Agreement).

12. Arbitration.

(a) Scope; Location. Any dispute, claim or controversy arising out of, relating to, or in connection with this Agreement, including but not limited to the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate shall be determined by arbitration in New York. Without limiting the generality of the foregoing, any dispute relating to whether a director is a Disinterested Director, or if no director is a Disinterested Director, whether “Cause” exists, shall be determined pursuant to such arbitration.

(b)  Arbitrator. Any arbitration shall be heard and decided by a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, except as specifically provided in this Agreement. The arbitrator shall be jointly selected by the Company and the Executive; except in the event that the Company and the Executive cannot agree upon the arbitrator within ten (10) business days of a party providing written notice to the other party of its intent to arbitrate and for the parties to jointly select an arbitrator, then JAMS shall select a single, neutral arbitrator for the parties. Any such arbitrator selected by JAMS cannot have previously performed services for either party, with each party to promptly disclose any previously performed services upon notification of a JAMS selected proposed arbitrator.

(c) Award. Any award by the arbitrator may be entered as a judgment in any court having jurisdiction. This Section 11 shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, including for any injunction sought pursuant to Section 8(c).

(d) Costs. In any arbitration in any way arising out of, related to, or pertaining to this Agreement, costs for administration by JAMS and fees for the arbitrator shall be borne by the Company, with each party to bear its own expenses, including but not limited to the cost of any expert(s), and attorneys’ fees. Notwithstanding the foregoing, the arbitrator may award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. Notwithstanding the provisions in Section 11, the parties agree to use their best reasonable efforts to minimize the costs and frequency of arbitration hereunder. 

(e) Timelines. To the extent that any action is required to be taken under this Agreement within a specified period of time and the taking of such action is materially affected by any matter submitted to arbitration pursuant to this Section 11, such period shall automatically be extended by the number of days, plus ten (10) additional business days that are taken for the determination of that matter by the arbitrator.

(Signature Page Follows)

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to authorization from its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

[ Signature Page to Simmons Employment Agreement ]

EXHIBIT A

RESTRICTED STOCK UNITS

RESTRICTED STOCK UNIT AWARD AGREEMENT between Patriot National Bancorp, Inc., a Connecticut corporation (the “Company”), and William Paul Simmons.

This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of [●] restricted stock units (this “Award”) that are subject to the terms and conditions specified herein (each such restricted stock unit, an “RSU”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, the value of shares of the Company’s Common Stock, $0.001 par value (“Share”) as set forth in Section 3 this Award Agreement.

THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THIS AWARD AGREEMENT AND, IF AND WHEN APPROVED BY THE COMPANY’S SHAREHOLDERS, THE 2025 OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”), INCLUDING THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 10 OF THIS AWARD AGREEMENT. BY SIGNING YOUR NAME BELOW, YOU SHALL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.

SECTION 1. The Plan. Upon shareholder approval of the Company’s 2025 Omnibus Stock Incentive Plan dated [●] (the “Plan”), the settlement of the RSUs will be made solely in Shares and all the terms of the Plan are hereby incorporated in this Award Agreement.

SECTION 2. Definitions. Capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the meanings as used or defined in the Employment Agreement, or if not defined in the Employment Agreement, then in the Plan. As used in this Award Agreement, the following terms have the meanings set forth below:

“Code” means the Internal Revenue Code of 1986, as amended.

“Employment Agreement” means any individual employment agreement between you and the Company or any of its Subsidiaries.

SECTION 3. Vesting, Restricted Period, and Settlement.

(a) Service-Based Vesting. Subject to your continued employment through each applicable vesting date, you shall vest in the RSUs subject to this Award Agreement in three (3) equal annual installments during the three-year period following the date on which the RSUs are granted.

(b) Change of Control. In the event of a Change of Control, there shall be no change in the terms of the outstanding RSUs including with respect to vesting, the restricted period, or otherwise.

(c) Termination of Employment. In the event of the termination of your employment, there shall be no change in the terms of the outstanding RSUs including with respect to vesting, the restricted period, or otherwise.

(d) Reserved.

(e) Settlement of RSU Award. As soon as practicable, but no later than ten (10) business days, following the date on which the RSUs restricted period ends, the Company shall deliver to you or your legal representative the following:

(i) to the extent the Plan has not been approved by its shareholders, cash equal to one Share for each RSU that has vested in accordance with the terms of this Award Agreement (no Share settlement option); or

(ii) to the extent the Plan has been approved by its shareholders, one Share for each RSU that vested in accordance with the terms of this Award Agreement (no cash settlement option).

SECTION 4. Forfeiture of RSUs. Notwithstanding anything to the contrary herein and without limiting any rights and remedies available to the Company, in the event your role as an employee, officer and director of the Company are all terminated, the Company may cause your rights with respect to unvested RSUs to immediately terminate.

SECTION 5. No Rights as a Stockholder. You shall not have any rights or privileges of a stockholder with respect to the RSUs subject to this Award Agreement unless and until certificates representing Shares are actually issued and delivered to you or your legal representative in settlement of this Award.

SECTION 6. Non-Transferability of RSUs. Unless otherwise provided by the Committee in its discretion, RSUs may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of RSUs in violation of the provisions of this Section 6 and Section 9(a) of the Plan shall be void.

SECTION 7. Withholding, Consents and Legends.

(a) Withholding. The delivery of Shares pursuant to Section 3 of this Award Agreement is conditioned on satisfaction of any applicable withholding taxes in accordance with this Section 7(a) and Section 9(d) of the Plan. No later than the date as of which an amount first becomes includible in your gross income for Federal, state, local or foreign income tax purposes with respect to any RSUs, you shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. In the event that there is withholding tax liability in connection with the settlement of the RSUs, if authorized by the Committee in its sole discretion, you may satisfy, in whole or in part, any withholding tax liability by having the Company withhold from the number of Shares you would be entitled to receive upon settlement of the RSUs, the number of Shares having a Fair Market Value (which shall either have the meaning set forth in the Plan or shall have such other meaning as determined by the Company in accordance with applicable withholding requirements) equal to the minimum withholding tax liability.

(b) Consents. Your rights in respect of the RSUs are conditioned on the receipt to the full satisfaction of the Committee of any required consents that the Committee may determine to be necessary or advisable (including your consent to the Company’s supplying to any third-party recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan).

(c) Legends. The Company may affix to certificates for Shares issued pursuant to this Award Agreement any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which you may be subject under any applicable securities laws). The Company may advise the transfer agent to place a stop order against any legended Shares.

SECTION 8. Successors and Assigns of the Company. The terms and conditions of this Award Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.

SECTION 9. Committee Discretion. The Compensation Committee of the Board shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Award Agreement, and its determinations shall be final, binding and conclusive.

SECTION 10. Dispute Resolution.

(a) Jurisdiction and Venue. Notwithstanding any provision in your Employment Agreement, you and the Company irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the Southern District of New York and (ii) the courts of the State of New York for the purposes of any suit, action or other proceeding arising out of this Award Agreement or the Plan. You and the Company agree to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of New York. You and the Company further agree that service of any process, summons, notice or document by U.S. registered mail to the other party’s address set forth below shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which you have submitted to jurisdiction in this Section 10(a). You and the Company irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Award Agreement or the Plan in (A) the United States District Court for the Southern District of New York or (B) the courts of the State of New York, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Waiver of Jury Trial. You and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of you may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Award Agreement or the Plan.

(c) Confidentiality. You hereby agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 10, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute).

SECTION 11. Notice. All notices, requests, demands and other communications required or permitted to be given under the terms of this Award Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three business days after they have been mailed by U.S. certified or registered mail, return receipt requested, postage prepaid, addressed to the other party as set forth below:

The parties may change the address to which notices under this Award Agreement shall be sent by providing written notice to the other in the manner specified above.

SECTION 12. Governing Law. This Award Agreement shall be deemed to be made in the State of Delaware, and the validity, construction and effect of this Award Agreement in all respects shall be determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles thereof.

SECTION 13. Headings and Construction. Headings are given to the Sections and subsections of this Award Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Award Agreement or any provision thereof. Whenever the words “include”, “includes” or “including” are used in this Award Agreement, they shall be deemed to be followed by the words “but not limited to”. The term “or” is not exclusive.

SECTION 14. Amendment of this Award Agreement. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Award Agreement prospectively or retroactively; provided, however, that, except as set forth in Section 15(d) of this Award Agreement, any such waiver, amendment, alteration, suspension, discontinuance, cancelation or termination that would materially and adversely impair your rights under this Award Agreement shall not to that extent be effective without your consent (it being understood, notwithstanding the foregoing proviso, that this Award Agreement and the RSUs shall be subject to the provisions of Section 7(c) of the Plan).

SECTION 15. Section 409A.

(a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

(b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates.

(c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period.

(d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

SECTION 16. Counterparts. This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. You and the Company hereby acknowledge and agree that signatures delivered by facsimile or electronic means (including by “pdf”) shall be deemed effective for all purposes.

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

Exhibit 10.2

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 30, 2025, is entered into by and among Patriot National Bancorp, Inc., a Connecticut corporation (the “Company”) and Angie Miranda (the “Executive”). The Company and Executive are each a “Party” and collectively are the “Parties”.

WHEREAS, The Executive has served as a Consultant and Advisor to the Company to facilitate the closing of the Private Placement entered into on March 20, 2025 (the “Private Placement”) and to help the Bank remediate the Formal Agreement entered into on January 15, 2025 (the “Agreement”) and is due reasonable compensation based on the successful completion of the Private Placement,

WHEREAS, the Company is the Bank Holding Company for Patriot Bank, NA (the “Bank”) and Executive is expected to provide services to the Bank and the Bank will reimburse the Company reasonable market costs, consistent with all applicable regulations, for those services.

WHEREAS, the Executive has been offered the position of Chief Risk Officer of the Company and of the Bank, subject in each case to receipt of required non-objections from the Office of the Comptroller of the Currency (the "OCC") and the Board of Governors of the Federal Reserve System (the "Federal Reserve"); provided, however, that until such non-objections are received, the Executive shall serve in a non-policy-making capacity in roles mutually agreed upon by the Executive and the Company and/or the Bank, consistent with applicable regulatory limitations;

WHEREAS, the Company and the Executive desire to enter into this Agreement as an inducement to have Executive join the Company and in order to reflect the terms of employment agreed to by the Parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the Company and the Executive hereby agree as follows:

1. Effective Date. The “Effective Date” shall mean the date hereof.

2. Employment Period. The Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue to serve the Company, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the three-year anniversary of the Effective Date (the “ Employment Period ”); provided , however , that, commencing on the second anniversary of the Effective Date, and on each anniversary of such date (such date and each annual anniversary thereof, a “Renewal Date”), unless previously terminated, the Employment Period shall automatically be extended so as to terminate two years from such Renewal Date, unless, prior to the Renewal Date Renewal Date, the Company shall give notice to the Executive that the Employment Period shall not be so extended. The Employment Period shall automatically terminate upon any termination of the Executive’s employment with the Company.

3. Terms of Employment.

(a) Position and Duties.

(i) During the Employment Period, the Executive shall serve in such capacity as deemed mutually agreeable to the Company and the Executive, and upon meeting all regulatory requirements, will serve as EVP, Chief Risk Officer of the Company and assume such duties and responsibilities as are customarily assigned to such positions. Executive shall also have such other roles and responsibilities at the Company and the Bank as shall be mutually agreeable, including service as the EVP, Chief Risk Officer and such roles and responsibilities at the Bank as shall be mutually agreeable between the Executive and the Company (subject to necessary regulatory requirements to assume such position) during the Employment Period. During the Employment Period, the location of Executive’s primary work on a daily basis shall be Stamford, Connecticut or such other mutually agreeable location. Executive will have an office in the Company’s corporate headquarters and in such other locations, if any, as determined by the Parties.

(ii) Notwithstanding the foregoing, until the Company and the Bank receive the required non-objections from the OCC and the Federal Reserve, the Executive shall serve in a non-policy-making role or roles at the Company and/or the Bank as mutually determined by the Executive and the Company, consistent with applicable regulatory requirements.

(iii) During the Employment Period, and excluding any periods of FTO (as defined below) of which the Executive avails himself under this Agreement, the Executive shall be employed by the Company on a full-time basis and agrees to devote such time as is necessary to discharge the responsibilities assigned to the Executive hereunder and to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently. During the Employment Period, it shall not be a violation of this Agreement for the Executive to, either for free or for personal compensation, (A) serve on corporate, civic, or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements, or teach at educational institutions, (C) manage personal investments, (D) attend to other business matters, so long as such activities do not materially interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement, and (E) subject to his fiduciary duties as an officer and director of the Company, serve as an officer and/or director, of the entities approved by the Board. The Company and Bank acknowledge the Executive may receive confidential, attorney-client, and regulatory communications pursuant his role at other companies, and hereby waives any rights, claims, or demands to such information and to the extent such information inadvertently is provided to the Company or on the Company’s premises, electronic devises, servers, or otherwise, the Company agrees to preserve the confidentiality of such information, not to review such information and to allow Executive to claw back such information at Executives request.

(b) Compensation.

(i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”) at a rate of not less than $350,000.00 payable in accordance with the Company’s normal payroll policies. The Executive’s Annual Base Salary shall be reviewed for increase at least annually by the Compensation Committee of the Board (the “Compensation Committee”) pursuant to customary performance review policies. The review shall consider, among other factors, improvements to the Company’s profitability, regulatory standing , asset size, growth in asset size, and overall financial and operational performance. The Annual Base Salary shall not be reduced after any increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.

(ii) Annual Bonus. With respect to each fiscal year ending during the Employment Period, the Executive shall be eligible to receive an annual bonus (“ Annual Bonus ”) in cash and/or in an award under the Company’s 2025 Omnibus Stock Incentive Plan (the “ Plan ”) (or its successor) once approved by shareholders based on the attainment of performance objectives determined and established by the Compensation Committee, in consultation with the Executive, with an annual target of at least 50% of the Annual Base Salary (the “Target Bonus”), prorated for any partial year. The Board may, from time to time, provide executive one or more performance objectives (each a “Performance Objectives”) tied to discretionary Performance Bonus payments based on the achievement of such Performance Objectives. The actual Annual Bonus, which could be higher or lower than the Target Bonus and include any Performance Bonuses earned, shall be determined by the Company in its reasonable discretion and paid in accordance with customary practice in cash or in equity awards or RSUs with respect to shares of Company common stock (including restrictive covenants) that are substantially consistent with the terms of equity awards granted under the Plan to employees of the Company in the ordinary course of business consistent with past practice, as determined by the Compensation Committee in its discretion; provided , however, that no more than 50% of the actual Annual Bonus for any year shall be paid in the form of equity awards or RSUs.

(iii) Equity Awards. During the Employment Period, the Executive shall be eligible to participate in the Company’s equity compensation plans as may be in effect from time to time on a basis that is no less favorable than those generally applicable to other senior executives of the Company. As an inducement to joining the Company, the Company agreed to issue to the Executive the Initial Equity Award within ninety (90) days following the closing of the Private Placement and shall do so (as defined below).

All equity grants shall comply with the restrictions on severance and indemnification agreements and payments to institution-affiliated parties as outlined in the FDIC Rules and Regulations, Part 359. (See also SR letter 19-12, “Statement Regarding Insurance Policies for Directors and Officers,” SR letter 03-6, “Guidance Regarding Restrictions on Institutions in Troubled Condition,” and SR letter 02-17, “Guidance Regarding Indemnification Agreements and Payments.”)

(iv) Severance and Indemnification Rights. Notwithstanding any provision of this Agreement to the contrary, during any period in which the Company or the Bank is considered to be in “Troubled Condition” as defined under 12 C.F.R. Part 359 and applicable regulation guidance (including Federal Reserve SR Letter 03-6), Executive shall not be entitled to receive, and the Company shall not be obliged to pay, and severance payments, bonuses, equity grants, indemnification payments or other compensation that would violate such rules or require prior regulatory approval, without such approval having been obtained. . To the extent any such rights or payments are restricted or disallowed solely due to the Company’s or the Bank’s status as being in Troubled Condition, such rights shall be deferred but not waived, and the Company shall be obliged to reinstatement and payment of such deferred rights at the earliest time permitted by applicable law and regulation, including upon receipt of required regulatory approvals,, or when the Company and the bank are no longer deemed to be in Troubled Condition . Within thirty (30) days following the date that the Company is no longer considered to be in “Troubled Condition”, the Company and Executive will update this Agreement to include severance and indemnification rights customary for similarly situated executives at peer institutions, retroactive to the extent permitted by applicable law and regulation.

(v) Clawback. For no more than three years following the grant of any equity payments or other equity compensation, all equity payments or other equity compensation provided to the Executive under this Agreement shall be subject to such deductions and recovery “clawback” as may be required to be made pursuant to law, government regulation, order, or stock exchange listing requirement (or any narrowly tailored policy of the Company adopted pursuant to any such law, government regulation, order, or stock exchange listing requirement) or by agreement with, or consent of, the Executive. Any such clawback shall be implemented only to the extent necessary to comply with applicable legal or regulatory requirements, and shall be applied in a manner that is fair and consistent with the treatment of similarly situated executives. For the avoidance of doubt, no clawback shall apply to time vested equity or other compensation not subject to mandatory recovery requirements. Any clawback shall be implemented only after written notice to the Executive.

(vi) Flexible Time Off. The Executive shall be entitled to take off as much time as needed or as appropriate (“FTO”), consistent with his professional responsibilities and business needs; provided that the Executive is meeting his work responsibilities; and provided, further, that he is demonstrating a level of commitment and conscientiousness that is sufficient to satisfy his professional responsibilities to Employer. The Executive will receive his usual base salary during approved FTO unless the Executive is on an extended leave that is unpaid pursuant to Employer’s employee handbook or applicable law (e.g., FMLA, CFRA, or other extended leave). Because FTO is not an accrued benefit, the Executive will not be eligible for a payout of FTO at the time of separation from Employer, regardless of the reason for the separation.

(vii) Other Employee Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in all benefits under all plans, practices, policies, and programs provided by the Company on a basis that is no less favorable than those generally applicable or made available to executives of the Company. The Executive shall be eligible for participation in fringe benefits and perquisite plans, practices, policies, and programs (including, without limitation, expense reimbursement plans, practices, policies, and programs, as well as retirement and supplemental executive disability and life insurance benefits) on a basis that is no less favorable than those generally applicable or made available to executives of the Company.

(viii) Assignment and Beneficiaries. Subject to the Company’s prior written consent (not to be unreasonably withheld ) , the Executive may assign or transfer any outstanding equity awards under this Agreement to a trust, family partnership, limited liability company, or similar estate-planning vehicle, provided such entity is wholly controlled by the Executive and the assignment does not result in an adverse tax or legal consequence to the Company. Any permitted transferee shall be bound by the terms and conditions of this Agreement and the underlying equity plan, and no further transfer shall be permitted except by will or by the laws of descent and distribution unless otherwise approved by the Company.

Separately, from time to time, by signing a form furnished by the Company, the Executive may designate any legal or natural person or persons (who may be designated contingently or successively) to whom to transfer any outstanding equity awards held by the Executive at the time of his death. If the Executive fails to designate a beneficiary as provided above, or if the designated beneficiary dies before the Executive or before complete payment or settlement of the outstanding equity awards, the outstanding equity awards held by the Executive shall be transferred to the Executive’s estate. For purposes of this Agreement, the term “designated beneficiary” means the person or persons designated by the Executive as his beneficiary in the last effective beneficiary designation form filed with the Company, or if the Executive has failed to designate a beneficiary, the Executive’s estate.

4. Termination of Employment.

(a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may provide the Executive with written notice in accordance with Section 10(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”); provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 90 consecutive days, or a total of 180 days in any 12-month period, as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected jointly by the Company or its insurers and the Executive or the Executive’s legal representative.

(b) Cause. The Company may terminate the Executive’s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “Cause” shall mean:

(i) the Executive is convicted of, or pleads guilty or nolo contendere to a charge of commission of a felony involving moral turpitude or securities or banking laws;

(ii) the Executive has engaged in willful gross neglect or willful gross misconduct in carrying out his duties, which is reasonably expected to result in material economic or material reputational harm to the Company;

(iii) the Executive is subject to an action taken by a regulatory body or a self-regulatory organization that materially impairs or prevents the Executive from performing his duties with the Company that are required under this Agreement; or

(iv) the Executive willfully breaches any material provision of this Agreement.

For purposes of this Section 4(b), no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company or at the advice of counsel. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, Bank Board, or upon the instructions of the Board, the Bank Board, or the lead independent director of the Board or based upon the advice of counsel for the Company shall be conclusively determined to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company and therefore not willful. To invoke a termination with Cause on any of the grounds enumerated under Section 4(b)(ii) or Section 4(b)(iv), the following process must be followed: (1) the Board, after a duly noticed meeting with a quorum of Disinterested Directors (as defined below) present, must approve and provide notice to the Executive of the existence of such grounds within 30 days following the Company’s knowledge of such grounds (the “Cause Notice”); (2) the Executive shall be provided with 30 days to cure the alleged grounds (the “Cure Period”); (3) during the Cure Period, the Executive shall be provided the opportunity to make an in-person and written presentation to the Disinterested Directors from whom the Cause Notice was provided; (4) the Company shall provide all documents reasonably requested by the Executive that are related to the Cause determination or whether the directors are Disinterested Directors and not subject to attorney-client privilege, confidentiality obligations or prohibited from being disclosed pursuant to applicable law or legal process; (5) if, after the Cure Period and taking into account any presentation by the Executive, the Disinterested Directors determine that Cause exists, the Disinterested Directors shall provide written notice to the Executive immediately and describe the reasoning of their decision to terminate the Executive’s employment for Cause; (6) the Executive shall then have seven calendar days from receipt of such notice to provide a response to the decision or otherwise cure the allegedly uncured breaches; and (7) the Disinterested Directors shall conduct a hearing on or after the expiration of the period set forth in clause (6) in which the Executive shall be entitled to present his response to the conclusion of the Disinterested Directors after which hearing and considering any response by the Executive, the Disinterested Directors shall make their final decision on Cause. “Disinterested Directors” shall be the members of the Board (other than the Executive) who are not party to the transactions giving rise to the allegation of Cause.

(c) Good Reason. The Executive’s employment may be terminated by the Executive with Good Reason. For purposes of this Agreement, “Good Reason” shall mean, in the absence of a written consent of the Executive, any of the following:

(i) the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties, or responsibilities as contemplated by Section 3(a), any failure to continue the Executive in any of the positions contemplated by Section 3(a), or any other action by the Company that results in a material diminution in such positions or the Executive’s authority, duties or responsibilities;

(ii) any material breach of any of the provisions of Section 3(b);

(iii) any requirement by the Company that the Executive’s services be rendered primarily at a specific location or locations other than those identified in Section 3(a)(i); or

(iv) any failure by the Company to comply with Section 9(c).

To invoke a termination with Good Reason, the Executive shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (i) through (iv) within 90 days following the Executive’s knowledge of the initial existence of such condition or conditions and the Company shall have 30 days following receipt of such written notice (the “ Cure Period ”) during which it may remedy the condition if such condition is reasonably subject to cure. If the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Executive’s “separation from service” (within the meaning of Section 409A of the Code), must occur, if at all, within 180 days following such Cure Period in order for such termination as a result of such condition to constitute a termination with Good Reason.

(d) Without Good Reason. The Executive’s employment may be terminated by the Executive without Good Reason at any time. Given the importance of the Executive’s position with Employer, the Executive agrees to make a good faith effort to provide the Company up to 30 days notice or to enter into a consulting agreement to cooperate with the Company for at least 30 days following the Executive’s departure (the “Cooperation Period”) During the Cooperation Period, Employer shall continue to pay the Executive compensation equal to Executive’s base salary and the Executive shall be entitled to participate in Employer’s benefit plans to the extent permitted by such plans and applicable law. During the Cooperation Period, Employer reserves the right to (A) change or remove any of the Executive’s duties, (B) require the Executive to remain away from Employer’s premises, and/or (C) take such other action as determined by Employer to aid and assist in the transition process associated with the Executive’s departure. During the Notice Period, the Executive shall continue to act in a manner consistent with this Agreement and his duty of loyalty to Employer. Employer may waive or terminate the Cooperation Period at any time and for any reason or for no reason.

(e) Notice of Termination. Any termination by the Company with Cause, or by the Executive with or without Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 10(b). For purposes of this Agreement, a “ Notice of Termination ” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date.

(f) Date of Termination. For purposes of this Agreement, “ Date of Termination ” means (i) if the Executive’s employment is terminated by the Company with Cause, or by the Executive with Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive’s employment is terminated by the Company without Cause, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, (iii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be, and (iv) if the Executive’s employment is terminated without Good Reason, the Date of Termination shall be the earlier of 60 days following the Notice Date and such earlier date as designated by Employer.

5. RESERVED.

6. No Setoff; No Mitigation; Legal Fees. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest by the Company, any affiliates, or their respective predecessors, successors, or assigns, the Executive, his estate, beneficiaries, or their respective successors and assigns of the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement); provided that the Executive prevails on at least one material claim.

7. RESERVED

8. Definitions. The following terms shall have the following meanings for purposes of this Agreement.

(i) “Common Stock” shall mean the voting and non-voting common stock of the Company.

(ii) “Initial Equity Award” equals the amount of Restricted Stock Units equal to 450,000 shares of the outstanding Stock of the Company as of the date of this Agreement.

(iii) “Restricted Stock Units” or “RSUs” shall mean restricted stock units in the Company granted to the Executive under the Company’s equity plan, each representing the right to receive one share of the Company’s Common Stock , subject to the terms of this Agreement and the applicable award agreement. RSUs shall vest in three (3) equal annual installments beginning on the first anniversary of this Agreement, subject to the Executive’s continued service through each applicable vesting date, except as otherwise provided herein. The RSUs shall settle on the date of the expiration of the Restricted Period in the form attached as Exhibit A. They shall not be eligible for accelerated vesting upon a Change in Control or a Termination.

(iv) “Stock” shall mean the Common Stock plus all equity securities eligible to be converted into Common Stock in the Company, including non-voting common stock and preferred stock (if any).

9. Confidential Information.

(a) Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge, or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment with the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, neither the Company nor the Executive shall not, without the prior written consent of the other Party, under a confidentiality or non-disclosure agreement, or as may otherwise be required by law, regulation, or legal process, communicate or divulge any such information, knowledge, or data to anyone other than the other Party and those designated by it or as may be required by applicable law, court order, a regulatory body, or arbitrator or other mediator. The Company agrees that the Executive’s mobile number shall remain his property upon any termination for any reason.  The Company also agrees that, notwithstanding any other Company policy, the Executive has a right to privacy over emails on Company servers that involve communications with his attorney, financial advisors, or his family members, as well as a right to privacy regarding such documents and communications on other Company paid devices.  To the extent not prohibited by law or legal process, bona fide contractual obligations and the directors’ fiduciary duties, the Company agrees that it shall (1) notify Executive promptly of any requests, subpoenas or other attempts to access his personal information and shall provide him an opportunity to object to such requests; (2) not directly or indirectly through a third party or otherwise attempt to conduct electronic or physical surveillance against the Executive or his family during his employment or for one year after termination of his employment; and (3) at all times during his employment, promptly inform the Executive of any regulatory contacts, disclosures, inquiries, subpoenas, or requests relating to Executive or the Company.

(b) Remedies. The obligations of the Company to make the severance payments to the Executive under Section 5, if any, shall be conditioned upon and subject to the Executive’s compliance with all of the terms of this Section 8 and the release described in Section 5(e) and, accordingly, in the event that it is finally determined by a court of competent jurisdiction pursuant to the immediately following sentence of this Section 8(c) or pursuant to Section 11 that the Executive has breached the provisions of Section 8, the obligations of the Company to make the severance payments to the Executive under Section 5 shall cease and the Company shall be entitled to recoupment of any payments previously made pursuant to such Section. Notwithstanding the foregoing sentence, the Executive and Company each acknowledge that the other Party would be irreparably injured by any violation of this Agreement, including this Section 8, and the Executive and Company hereby acknowledges and agrees that, in addition to any other remedies available to it for any breach or threatened breach of this Agreement, including this Section 8, the Executive and Company shall be entitled, without posting any bond or proof of damages, to a preliminary or permanent injunction, restraining order, and/or other equitable or specific performance based relief, restraining the Executive from any actual or threatened breach of this Agreement, including this Section 8. In the event of a dispute under the Agreement, the Company will pay all legal fees as incurred by Executive in connection with the dispute.

10. Successors.

(a) Assignment; Executive’s Successors. This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives, heirs, or legatees.

(b) Company’s Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) Corporate Transaction. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.

11. Miscellaneous.

(a) Governing Law; Amendment. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without reference to principles of conflict of laws. If, under any such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation, or ordinance, such portion shall be deemed to be modified or altered to conform thereto. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) Expenses. The Company shall reimburse Executive for legal fees for this Agreement and related legal documents.

(d) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(e) Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local, or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(f) Survival. Any provision of this Agreement that by its terms continues after the expiration of the Employment Period or the termination of the Executive’s employment shall survive in accordance with its terms.

(g) Regulatory Requirements. Notwithstanding anything herein to the contrary, the compensation or benefits provided under this Agreement are subject to modification, as necessary to comply with requirements imposed by the Board or Board of Directors of the Bank to comply with the “Final Interagency Guidance on Sound Incentive Compensation Policies” issued on an interagency basis by the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Office of Thrift Supervision, effective June 25, 2010, or any amendment, modification, or supplement thereto, which shall be deemed to include, without limitation, any rules adopted pursuant to Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(h) Section 409A. If the Executive determines, in good faith, that any compensation or benefits provided by this Agreement may result in the application of Section 409A of the Code, the Executive shall provide written notice thereof (describing in reasonable detail the basis therefor) to the Company, and the Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of Section 409A of the Code or in order to comply with the provisions of Section 409A of the Code, other applicable provision(s) of the Code and/or any rules, regulations, or other regulatory guidance issued under such statutory provisions and without any diminution in the value of the payments to the Executive. Any payments that, under the terms of this Agreement, qualify for the “short-term” deferral exception under Treasury Regulations § 1.409A-1(b)(4), the “separation pay” exception under Treasury Regulations § 1.409A-1(b)(9)(iii), or any other exception under Section 409A of the Code will be paid under the applicable exceptions to the greatest extent possible. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest, penalties, and additional tax imposed pursuant to Section 409A of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day following the Executive’s separation from service ( provided that any accrued installments that would otherwise be payable during that six-month period are paid at the end of such period) or (ii) the Executive’s death. In no event shall the Date of Termination be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination. All reimbursements provided under this Agreement shall be provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) the amount of expenses eligible for reimbursement during one calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year; (B) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the calendar year in which the expense is incurred; and (C) the right to any reimbursement will not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, the Company makes no representation or covenant to ensure that the payments and benefits under this Agreement are exempt from, or compliant with, Section 409A of the Code.

(i) Entire Agreement. This Agreement, together with that certain letter agreement, dated as of even date herewith, by and between the Company and the Executive, shall constitute the entire agreement among the Company, the Bank, and the Executive with respect to the subject matter hereof, and shall supersede any prior understandings, agreements, or representations by or between the parties, whether written or oral (including, without limitation, the Prior Agreement).

12. Arbitration.

(a) Scope; Location. Any dispute, claim or controversy arising out of, relating to, or in connection with this Agreement, including but not limited to the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate shall be determined by arbitration in New York. Without limiting the generality of the foregoing, any dispute relating to whether a director is a Disinterested Director, or if no director is a Disinterested Director, whether “Cause” exists, shall be determined pursuant to such arbitration.

(b)  Arbitrator. Any arbitration shall be heard and decided by a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, except as specifically provided in this Agreement. The arbitrator shall be jointly selected by the Company and the Executive; except in the event that the Company and the Executive cannot agree upon the arbitrator within ten (10) business days of a party providing written notice to the other party of its intent to arbitrate and for the parties to jointly select an arbitrator, then JAMS shall select a single, neutral arbitrator for the parties. Any such arbitrator selected by JAMS cannot have previously performed services for either party, with each party to promptly disclose any previously performed services upon notification of a JAMS selected proposed arbitrator.

(c) Award. Any award by the arbitrator may be entered as a judgment in any court having jurisdiction. This Section 11 shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, including for any injunction sought pursuant to Section 8(c).

(d) Costs. In any arbitration in any way arising out of, related to, or pertaining to this Agreement, costs for administration by JAMS and fees for the arbitrator shall be borne by the Company, with each party to bear its own expenses, including but not limited to the cost of any expert(s), and attorneys’ fees. Notwithstanding the foregoing, the arbitrator may award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. Notwithstanding the provisions in Section 11, the parties agree to use their best reasonable efforts to minimize the costs and frequency of arbitration hereunder. 

(e) Timelines. To the extent that any action is required to be taken under this Agreement within a specified period of time and the taking of such action is materially affected by any matter submitted to arbitration pursuant to this Section 11, such period shall automatically be extended by the number of days, plus ten (10) additional business days that are taken for the determination of that matter by the arbitrator.

(Signature Page Follows)

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to authorization from its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

[ Signature Page to Miranda Employment Agreement ]

EXHIBIT A

RESTRICTED STOCK UNITS

RESTRICTED STOCK UNIT AWARD AGREEMENT between Patriot National Bancorp, Inc., a Connecticut corporation (the “Company”), and Angie Miranda.

This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of [●] restricted stock units (this “Award”) that are subject to the terms and conditions specified herein (each such restricted stock unit, an “RSU”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, the value of shares of the Company’s Common Stock, $0.001 par value (“Share”) as set forth in Section 3 this Award Agreement.

THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THIS AWARD AGREEMENT AND, IF AND WHEN APPROVED BY THE COMPANY’S SHAREHOLDERS, THE 2025 OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”), INCLUDING THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 10 OF THIS AWARD AGREEMENT. BY SIGNING YOUR NAME BELOW, YOU SHALL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.

SECTION 1. The Plan. Upon shareholder approval of the Company’s 2025 Omnibus Stock Incentive Plan dated [●] (the “Plan”), the settlement of the RSUs will be made solely in Shares and all the terms of the Plan are hereby incorporated in this Award Agreement.

SECTION 2. Definitions. Capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the meanings as used or defined in the Employment Agreement, or if not defined in the Employment Agreement, then in the Plan. As used in this Award Agreement, the following terms have the meanings set forth below:

“Code” means the Internal Revenue Code of 1986, as amended.

“Employment Agreement” means any individual employment agreement between you and the Company or any of its Subsidiaries.

SECTION 3. Vesting, Restricted Period, and Settlement.

(a) Service-Based Vesting. Subject to your continued employment through each applicable vesting date, you shall vest in the RSUs subject to this Award Agreement in three (3) equal annual installments during the three-year period following the date on which the RSUs are granted.

(b) Change of Control. In the event of a Change of Control, there shall be no change in the terms of the outstanding RSUs including with respect to vesting, the restricted period, or otherwise.

(c) Termination of Employment. In the event of the termination of your employment, there shall be no change in the terms of the outstanding RSUs including with respect to vesting, the restricted period, or otherwise.

(d) Reserved.

(e) Settlement of RSU Award. As soon as practicable, but no later than ten (10) business days, following the date on which the RSUs are vested, the Company shall deliver to you or your legal representative the following:

(i) to the extent the Plan has not been approved by its shareholders, cash equal to one Share for each RSU that has vested in accordance with the terms of this Award Agreement (no Share settlement option); or

(ii) to the extent the Plan has been approved by its shareholders, one Share for each RSU that vested in accordance with the terms of this Award Agreement (no cash settlement option).

SECTION 4. Forfeiture of RSUs. Notwithstanding anything to the contrary herein and without limiting any rights and remedies available to the Company, in the event your role as an employee, officer and director of the Company are all terminated, the Company may cause your rights with respect to unvested RSUs to immediately terminate.

SECTION 5. No Rights as a Stockholder. You shall not have any rights or privileges of a stockholder with respect to the RSUs subject to this Award Agreement unless and until certificates representing Shares are actually issued and delivered to you or your legal representative in settlement of this Award.

SECTION 6. Non-Transferability of RSUs. Unless otherwise provided by the Committee in its discretion, RSUs may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of RSUs in violation of the provisions of this Section 6 and Section 9(a) of the Plan shall be void.

SECTION 7. Withholding, Consents and Legends.

(a) Withholding. The delivery of Shares pursuant to Section 3 of this Award Agreement is conditioned on satisfaction of any applicable withholding taxes in accordance with this Section 7(a) and Section 9(d) of the Plan. No later than the date as of which an amount first becomes includible in your gross income for Federal, state, local or foreign income tax purposes with respect to any RSUs, you shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. In the event that there is withholding tax liability in connection with the settlement of the RSUs, if authorized by the Committee in its sole discretion, you may satisfy, in whole or in part, any withholding tax liability by having the Company withhold from the number of Shares you would be entitled to receive upon settlement of the RSUs, the number of Shares having a Fair Market Value (which shall either have the meaning set forth in the Plan or shall have such other meaning as determined by the Company in accordance with applicable withholding requirements) equal to the minimum withholding tax liability.

(b) Consents. Your rights in respect of the RSUs are conditioned on the receipt to the full satisfaction of the Committee of any required consents that the Committee may determine to be necessary or advisable (including your consent to the Company’s supplying to any third-party recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan).

(c) Legends. The Company may affix to certificates for Shares issued pursuant to this Award Agreement any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which you may be subject under any applicable securities laws). The Company may advise the transfer agent to place a stop order against any legended Shares.

SECTION 8. Successors and Assigns of the Company. The terms and conditions of this Award Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.

SECTION 9. Committee Discretion. The Compensation Committee of the Board shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Award Agreement, and its determinations shall be final, binding and conclusive.

SECTION 10. Dispute Resolution.

(a) Jurisdiction and Venue. Notwithstanding any provision in your Employment Agreement, you and the Company irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the Southern District of New York and (ii) the courts of the State of New York for the purposes of any suit, action or other proceeding arising out of this Award Agreement or the Plan. You and the Company agree to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of New York. You and the Company further agree that service of any process, summons, notice or document by U.S. registered mail to the other party’s address set forth below shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which you have submitted to jurisdiction in this Section 10(a). You and the Company irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Award Agreement or the Plan in (A) the United States District Court for the Southern District of New York or (B) the courts of the State of New York, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Waiver of Jury Trial. You and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of you may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Award Agreement or the Plan.

(c) Confidentiality. You hereby agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 10, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute).

SECTION 11. Notice. All notices, requests, demands and other communications required or permitted to be given under the terms of this Award Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three business days after they have been mailed by U.S. certified or registered mail, return receipt requested, postage prepaid, addressed to the other party as set forth below:

The parties may change the address to which notices under this Award Agreement shall be sent by providing written notice to the other in the manner specified above.

SECTION 12. Governing Law. This Award Agreement shall be deemed to be made in the State of Delaware, and the validity, construction and effect of this Award Agreement in all respects shall be determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles thereof.

SECTION 13. Headings and Construction. Headings are given to the Sections and subsections of this Award Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Award Agreement or any provision thereof. Whenever the words “include”, “includes” or “including” are used in this Award Agreement, they shall be deemed to be followed by the words “but not limited to”. The term “or” is not exclusive.

SECTION 14. Amendment of this Award Agreement. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Award Agreement prospectively or retroactively; provided, however, that, except as set forth in Section 15(d) of this Award Agreement, any such waiver, amendment, alteration, suspension, discontinuance, cancelation or termination that would materially and adversely impair your rights under this Award Agreement shall not to that extent be effective without your consent (it being understood, notwithstanding the foregoing proviso, that this Award Agreement and the RSUs shall be subject to the provisions of Section 7(c) of the Plan).

SECTION 15. Section 409A.

(a) It is intended that the provisions of this Award Agreement comply with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

(b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates.

(c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest (except as otherwise provided in your Employment Agreement), on the first business day after such six-month period.

(d) Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you or for your account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold you harmless from any or all of such taxes or penalties.

SECTION 16. Counterparts. This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. You and the Company hereby acknowledge and agree that signatures delivered by facsimile or electronic means (including by “pdf”) shall be deemed effective for all purposes.

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

EXHIBIT 99.1

Patriot Bank Expands Its Board and Senior Leadership Team

• Richard Smith, Jeff Seabold and Thedora Nickel elected Directors.
• Paul Simmons appointed EVP, Chief Credit Officer
• Nicole L. Wells appointed SVP, Head of Operations
• Rebecca Mais appointed SVP, High Net Worth and Specialty Deposits
• Raquel Gillett appointed SVP, Digital Transformation and Risk Analytics
  

STAMFORD, Conn., May 19, 2025 (GLOBE NEWSWIRE) -- Patriot Bank, N.A. (“Patriot Bank”), the wholly owned subsidiary of Patriot National Bancorp, Inc. (NASDAQ: PNBK), is pleased to announce the election of Richard Smith, Jeffrey Seabold and Thedora Nickel to serve on the Patriot Bank’s Board of Directors and the appointment of the following leaders to the management team:

• Paul Simmons as Executive Vice President, Chief Credit Officer
• Nicole L. Wells as Senior Vice President, Head of Operations
• Rebecca Mais as Senior Vice President, High Net Worth and Specialty Deposits
• Raquel Gillett as Senior Vice President, Digital Automation and Risk Analytics

These appointments strengthen Patriot Bank’s leadership team as the organization focuses on delivering exceptional banking services to high-net-worth clients and the fiduciaries who serve them.

“We are delighted to welcome Richard, Jeff, Teddy, Paul, Nicole, Rebecca, and Raquel to their new roles,” said Steven Sugarman, Chief Executive Officer of Patriot Bank. “Their collective expertise and vision will advance Patriot’s mission to empower our clients while delivering exceptional value to our shareholders.”

Richard Smith, Director

Richard Smith brings 40 years of banking expertise, specializing in private banking for high-net-worth individuals. Beginning his career as a banking analyst with Manufacturers Hanover in New York, he later held senior roles at Imperial Bank and Comerica Bank in Southern California. In 2005, Smith founded The Private Bank of California and served as its President. After its sale to Banc of California in 2012, he was named President of Banc of California’s Private Banking Division. Smith serves on the Board of CalPrivate Bank, the Zimmer Children’s Museum, and the Westside Food Bank in Los Angeles.

“It is a privilege to join Patriot Bank’s Board of Directors,” said Smith. “Patriot Bank’s commitment to serving high net worth clients and their advisors aligns with my passion for fostering strong client relationships.”

Jeffrey Seabold, Director

Jeff Seabold is an accomplished entrepreneur, investor, and executive leader with almost 30 years of experience in corporate strategy, business development, and executive management. He has a proven history in real estate finance and commercial banking.

Mr. Seabold is the Co-Founder and a Director of The Change Company CDFI LLC and Change Lending LLC, a certified Community Development Financial Institution (CDFI) focused on home lending. Previously, Mr. Seabold was the Co-Founder and Executive Vice Chairman of Banc of California, Inc., a publicly traded bank holding company and federally chartered national bank headquartered in Irvine, California. Seabold was also the Founder of CS Financial, Inc., a national mortgage finance company, Co-Founder for Camden Capital Partners, LLC, a bridge & mezzanine real estate lender and servicer, and the Founder of Camden Escrow, Inc., a real estate settlement services provider.

“I’m proud to join the Board of Directors at Patriot Bank and support its mission of delivering personalized, high-quality banking solutions,” said Seabold. “Throughout my career, I have seen the value of building lasting relationships based on trust, service, and understanding. I look forward to contributing my experience to help Patriot Bank deepen its connection with clients and to build a trusted financial partner for our clients.”

Thedora Nickel, Director

Thedora Nickel has over 30 years of banking leadership experience, with deep expertise in domestic and international operations, client service, and organizational transformation. She currently serves as Executive Director of The Change Company and Change Lending. Prior to this role, Nickel was Chief Administrative Officer at Banc of California where she led the strategic direction of key enterprise and operational functions. She previously held several senior leadership positions at Bank of America over a 25-year career, most recently as SVP, Group Operations Executive, overseeing national research, resolution, and reconcilement functions in support of the bank’s bank centers, capture sites, and cash vaults. Earlier, she led the Transaction Services West Region with responsibility for over two thousand employees and five processing units. A certified Six Sigma Executive, Nickel also dedicates her time mentoring MBA students at the University of California, Irvine and serves on the board of The Whole Child, a non-profit organization serving vulnerable families in Los Angeles County.

“I’m honored to join Patriot Bank’s Board of Directors,” said Nickel. “With my experience driving operational excellence and delivering client-focused solutions, I look forward to helping the organization build a strong foundation for sustainable growth.”

Paul Simmons, Executive Vice President, Chief Credit Officer

Paul Simmons is a seasoned banking executive with over 35 years of experience in commercial lending, credit, and financial services. Prior to joining Patriot Bank, Mr. Simmons served as Executive Vice President and Chief Credit Officer of Sunwest Bank, Silvergate Bank and Banc of California. He has overseen all aspects of credit administration, asset quality, and lending operations. He also held senior leadership positions at Citigroup, GE Capital, Apollo Real Estate Advisors, and Zions Bancorporation. A graduate of Brigham Young University, Simmons is recognized for his strategic acumen and breadth of experience.

“I’m honored to join Patriot Bank as its Chief Credit Officer,” said Simmons. “Over my career, I have been fortunate to lead credit organizations at banks of all sizes -- always with a focus on building strong credit cultures, managing risk with discipline, and partnering with lending teams to drive smart, sustainable growth. I am excited to be a part of this high-performing executive team to bring that same approach to Patriot Bank and to contribute to Patriot Bank’s turnaround focused on serving our clients with excellence.”

Nicole L. Wells, Senior Vice President, Head of Operations

With over 30 years of experience in banking and financial services, Nicole L. Wells joins Patriot Bank as its Senior Vice President and Head of Operations. She served as Head of Strategic Retail Operations at Santander Bank, N.A. in Greater Boston, a role she started in September 2020. Previously, Ms. Wells served as SVP, Private Banking Operations at Banc of California. Wells also held roles at Bank of America, Countrywide Bank, Western Federal Credit Union, and Citibank. Wells holds an M.P.A. in Public Administration with a focus on Organizational Leadership from California State University-Dominguez Hills and completed the Executive Education Program at Columbia Business School.

“I am delighted to join Patriot Bank and lead its bank operations,” said Wells. “My experience in driving strategic business enablement, simplification, and process excellence will support the Bank’s commitment to delivering seamless, client-focused services.”

Rebecca Mais, Senior Vice President, High Net Worth and Specialty Deposits

Rebecca Mais joins Patriot Bank as its Senior Vice President, High Net Worth and Specialty Deposits. Ms. Mais, bringing over 17 years of experience, leading Private Banking and Non-Profit divisions. Previously, she held leadership roles at Banc of California, Bank of Hope and Commerce Bank, where she specialized in market expansion and developing customized deposit solutions for high-net-worth individuals, centers-of-influence, and specialized sectors, including real estate, entertainment, Institutional Banking, Non-Profits, RIA and Business Management Services. Mais is passionately committed to the families and communities we serve and is the Board Secretary of the Westside Food Bank Non-Profit. She is a highly engaged, results-driven, and client-centric leader who is recognized for her ability to drive deposit growth and foster long-term client relationships. Mais holds an Executive M.B.A. from Pepperdine University’s Graziadio School of Business and a B.S. in Business Administration/Fashion Merchandising from Philadelphia University.

“It’s a privilege to work with such an incredible team to deliver tailored financial solutions that meet the unique needs of our remarkable clients,” said Mais. “I look forward to building Patriot into a client-focused bank able to empower the communities we serve.”

Raquel Gillett, Senior Vice President, Digital Transformation and Risk Analytics

Raquel Gillett joins Patriot Bank as its Senior Vice President of Digital Transformation and Risk Analytics, bringing over 20 years of experience in banking and financial services. Previously, she served in senior roles at The Change Company, COR Clearing, Banc of California, California National Bank, and Southern Pacific. She has led technology-driven process improvements as well as overseen financial controls. Ms. Gillett is highly experienced implementing innovative digital risk and reporting solutions, integrating systems, and optimizing reporting frameworks.

“I am thrilled to join Patriot Bank to lead its digital transformation, leveraging technology to empower our bankers to serve our clients safely and with operational excellence. Strengthening our risk analytics will allow Patriot to pursue our mission and vision safely and soundly,” Gillett said.

For more information about Patriot Bank, please visit www.bankpatriot.com.

Media Contact:

Kirsten Hoekman
Patriot Bank, N.A.
Phone: (203) 252-5905
Email: khoekman@bankpatriot.com