WHEREAS, Tilis’ employment as Senior Vice President – Director of Specialty Lending and Chief Strategy Officer with the Bank under a 2018 Employment Agreement (as amended from time to time, the “Employment Agreement”) ceased as of June 16, 2022 concurrently with the expiration of said Employment Agreement; and

WHEREAS, the Parties wish to provide a means through which the Bank may utilize Tilis’ services as an independent consultant from the Effective Date until the one-year anniversary of the Effective Date (the “Term”);

Consideration.

In consideration for the Consulting Services under this Agreement, the Bank will (in advance of each consecutive 30 day period (each, a “payroll month”) commencing upon the Effective Date) pay  Tilis, or a designated entity of Tilis’ choosing (provided such entity has a U.S. taxpayer identification number and the Bank is provided a Form W-9 therefor), a non-refundable fee of $300,000 for each payroll month (or portion thereof) during the Initial Period of the Term and $150,000 for the seventh through the twelfth payroll months of the Term; provided that the initial such payment may be made no later than June 30, 2022. In the first week of each payroll month during the Initial Period after the first such payroll month, unless otherwise requested by Tilis and permitted by the Bank, Tilis shall provide to the Bank a report generally describing the Consulting Services performed in the prior payroll month.

It is further understood and agreed under this Section 2 that the Bank or the Holding Company shall, during the Term, provide Tilis (at the Bank’s or the Holding Company’s cost) with a life insurance policy of the Bank or Holding Company’s choice in the amount of all amounts payable to Tilis during the Term of this Agreement, the proceeds of which shall be payable to Tilis’ testamentary or statutory beneficiaries. The Bank or Holding Company’s provision of such a policy is contingent on Tilis’ reasonable efforts to cooperate with the Bank or Holding Company to obtain such a policy, and Tilis’ qualification for such a policy as determined by the life insurance provider.

The Bank agrees to reimburse Tilis (promptly upon receipt of appropriate documentation) each month for his reasonable travel, lodging, entertainment, promotion and other ordinary and necessary business expenses incurred by Tilis in connection with providing the Consulting Services.

Notwithstanding the foregoing provisions of this Section 2 or this Agreement, if  Tilis is not paid the amounts due to him hereunder, and any such failure(s) are not remedied within five business days after written notice (email sufficing) of such non-payment, then all amounts due to Tilis during the Term shall become immediately due and payable and failure to make such payment immediately shall cause the then-due amount(s) to accrue interest at the rate of 18 percent per annum, compounded each calendar month, until paid in full.

Agreement Supersedes All Prior Agreements; Releases.

The Parties hereby agree that this Agreement and its terms supersede, replace, and discharge all terms, provisions, rights and obligations that existed, may have existed, or may currently exist under any prior agreement or agreements between the Parties or their representatives, whether written or oral, including but not limited to the Employment Agreement, which the Parties hereby acknowledge is terminated and expired by its terms.

In consideration for amounts payable to Tilis under this Agreement, and other good and valuable consideration, Tilis, on his own behalf and on behalf of his heirs, successors, and assigns, and all persons claiming under Tilis, further hereby fully and forever unconditionally releases and discharges the Bank and all parent, subsidiary, and affiliated entities of the Bank, including but not limited to FinWise Bancorp f/k/a All West Bancorp (“FinWise Entities”), and any and all dba’s, affiliates or facilities of the FinWise Entities, and any past and present directors, trustees, officers, agents, employees, insurers, attorneys, independent contractors, and the successors and assigns of any of them (hereinafter referred to collectively in this Agreement as “Releasees”) from any and all allegations, charges, or claims that Tilis may have, or may have had, or may hereafter claim to have had, against any of the Releasees whether known or unknown, asserted or unasserted, including, but not limited to, any claims related to or arising out of Tilis’ Employment Agreement and any amounts Tilis may allege are owed under Section 9 or any other section thereof. Tilis waives and relinquishes as to the matters and things released herein any rights and benefits arising from the laws or statutes of any jurisdiction which limit the validity of a general release forgiving claims neither known nor suspected to exist at the time the release is executed, even if knowledge of the unknown claim would materially affect the releasor’s decision to execute such a general release. This release includes specifically, but not by way of limitation, any claims concerning wages, commissions, benefits, attorneys’ fees, severance pay, and all matters which may arise at common law or by federal or state statute, including but not limited to any charges or claims under the ADEA, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Family and Medical Leave Act, the ADA, the Utah Antidiscrimination Act, the New York State Human Rights Law, infliction of emotional distress, wrongful termination, breach of contract, and any other common law or statutory right arising from any source or jurisdiction. Notwithstanding the foregoing, nothing in this Agreement prohibits Tilis from participating in any investigation or proceeding conducted by an appropriately authorized federal, state, or local agency. Tilis hereby agrees that the release in this paragraph of Section 5 shall be in force and effect as of the Effective Date hereof and shall survive termination of the Consulting Services by Tilis hereunder, and the termination or expiration of this Agreement for any reason. Provided, however, that notwithstanding the foregoing release, the Parties acknowledge that the Bank owes and shall pay Tilis his bonus, if any, due for the period of his employment under the Employment Agreement during June 2022 and such bonus shall be calculated and paid to Tilis consistent with past practice, and in no event after July 2022.

In consideration for the release granted by Tilis under this Agreement, and other good and valuable consideration, the Bank, on its own behalf and on behalf of its successors and assigns, and all persons claiming under the Bank, including without limitation all FinWise Entities, and any and all dba’s or facilities of the FinWise Entities (hereinafter referred to collectively in this Agreement as “FinWise Releasors”) hereby fully and forever unconditionally releases and discharges Tilis and his heirs, successors, and assigns (the “Tilis Parties”) and from any and all allegations, charges, or claims that the FinWise Releasors may have, or may have had, or may hereafter claim to have had, against the Tilis Parties whether known or unknown, asserted or unasserted, including, but not limited to, any claims related to or arising out of Tilis’ Employment Agreement. The FinWise Releasors waive and relinquish as to the matters and things released herein any rights and benefits arising from the laws or statutes of any jurisdiction which limit the validity of a general release forgiving claims neither known nor suspected to exist at the time the release is executed, even if knowledge of the unknown claim would materially affect the releasor’s decision to execute such a general release. Notwithstanding the foregoing, nothing in this Agreement prohibits the FinWise Releasors from participating in any investigation or proceeding conducted by an appropriately authorized federal, state, or local agency. The FinWise Releasors hereby agree that the Release in this Section 5 shall be in force and effect as of the Effective Date hereof and shall survive termination of the Consulting Services by Tilis hereunder, and the termination or expiration of this Agreement for any reason.  The Bank represents and warrants to Tilis, without limitation of any other provision of this Agreement, that it has all necessary power and authority to bind the FinWise Releasors to this Agreement and this Section 5, and acknowledges that this representation and warranty is intended to induce Tilis to enter into this Agreement.

Confidentiality and Non-Disclosure; Non-Solicitation.

Except as may be required in the course of his provision of Consulting Services with the Bank, Tilis shall not, at any time during or following the Term of this Agreement, disclose to any person or use any confidential information or proprietary data of the Bank, the Holding Company, or their subsidiaries, if any. Tilis agrees that all proprietary information concerning the Holding Company’s and/or the Bank’s relations with their customers is confidential information. The obligations of Tilis under this Section 6.a shall survive the termination of the Consulting Services and the expiration of this Agreement.

Tilis agrees that during the Term Tilis will not directly or indirectly solicit, cause any other person to solicit, or assist any other person with soliciting any customer (as set forth on Exhibit A hereto) to become a customer of another financial institution.

Tilis further agrees that, during the Term, Tilis will not directly or indirectly participate in the solicitation of any employee, consultant or agent of the Bank to cease their employment with the Bank or to accept employment or a consulting or agency position with any other person or entity; provided, that the use of (and hiring pursuant to) general solicitations for employment shall not be deemed a breach of this covenant as long as no employee, consultant, or agent of the Bank is specifically targeted using confidential information of the Bank or the Holding Company.

The obligations of Tilis under this Section 6 shall be terminated without further action by any party if Tilis is not paid the amounts due to him hereunder or the fulfillment of any other duty of the Bank or the Holding Company hereunder and, after written notice (email sufficing) of such non-payment or non-performance, any such failure(s) are not remedied within five business days of such notice.

Tilis agrees not to improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom Tilis has an obligation of confidentiality, and Tilis will not bring onto the premises of the Bank, nor use for the benefit of the Bank, any property belonging to any former employer or any other person to whom Tilis has an obligation of confidentiality unless consented to in writing by that former employer or person. Tilis will use in connection with his Consulting Services with the Bank only information which is generally known and used by persons with training and experience comparable to Tilis’ training and experience, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Bank. The obligations of Tilis under this Section 6.e shall survive the termination of the Consulting Services and the expiration of this Agreement.

Miscellaneous