9. Relief and Interpretation. Executive agrees that Executives services and Executives covenants under paragraph 8 of this Agreement, as well as any confidential and proprietary information which Executive acquires while employed by the Bank, are unique, that the Bank will not be adequately compensated by monetary damages for Executives breach of this Agreement, and accordingly that the Bank shall be entitled to seek equitable relief for such breach in court by injunction or otherwise, in addition to any other remedies available to it, without the necessity of proving actual damages or posting a bond.
10. Conflicting Agreements. Executive hereby represents and warrants that neither his employment as described in paragraph 1 nor his execution of and performance of this Agreement will not be in breach of, or in conflict with, any other agreement or covenant to which he is a party or by which he is bound.
11. Compliance with Code Section 409A. This Agreement is intended to comply with Section 409A of the Code. In the event and to the extent the Bank reasonably determines that any payment or benefit otherwise required to be made to Executive under the provisions of this Agreement would cause the Agreement to fail to satisfy any applicable requirement of Section 409A, the Bank shall make a reasonable good-faith effort to bring such provisions into compliance with Section 409A; provided, however, that nothing in this Agreement shall be construed or interpreted to require the Bank to increase any amounts payable to Executive pursuant to this Agreement, to indemnify Executive against any adverse tax consequences under Section 409A, or to consent to any amendment that would adversely change the Banks financial accounting or tax treatment of such payments or benefits.
12. Assignment. Neither the Bank nor Executive may assign this Agreement or any interest in this Agreement without the prior written consent of the other Party; except that the Bank shall assign its rights and obligations under this Agreement in the event that the Bank shall hereafter effect a reorganization, or consolidate with or merge into any other entity, or transfer substantially all of its assets to any other entity.
13. Integration. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and restates and supersedes all prior agreements with respect thereto. Executive agrees that, during the term of this Agreement, Executive shall not be eligible for any severance compensation or benefits in respect of Executives termination of employment for any reason under any severance plan, practice, program, or policy of the Bank, whether now in effect or implemented in the future. The Parties acknowledge that no statement, representation, warranty or covenant has been made by either Party with respect to the terms of the Agreement except as expressly set forth herein.
14. Amendment. This agreement may be amended or modified only by a written instrument signed by Executive and a duly authorized representative of the Bank.
15. Waiver. No waiver of any provisions of this Agreement shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to require the performance of any term or obligation of this Agreement, or the waiver by either Party of any