Regulatory Matters Contract Clauses (329)

Regulatory Matters. The obligations of Corporation and the Bank under this Agreement shall in all events be subject to any required limitations or restrictions imposed by or pursuant to the Federal Deposit Insurance Act or the Pennsylvania Banking Code of 1965 as the same may be amended from time to time, including but not limited to, that all payments made to you pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated... thereunder, including, without limitation, 12 C.F.R. Part 359. 9 If you agree to the terms of this Agreement, please sign on the line provided below and return two signed copies. A fully executed copy will be returned to you for your files after it is signed by the Corporation and the Bank. Sincerely, MID PENN BANCORP, INC. By: /s/ Allison Johnson______ Rory G. Ritrievi______ Title: SEVP, Chief Financial Officer_ Dated: 9/6/2022 President and CEO Dated:9/6/2022 MID PENN BANK By: /s/ Margaret E. Steinour Title: FSVP, Chief Administrative Officer Dated: 9/6/2022 Dated:9/6/2022 Agreed to and accepted and intending to be legally bound: /s/ Rory G. Ritrievi Rory G. Ritrievi Allison Johnson Allison Johnson Dated:9/6/2022 10 EX-10.6 7 mpb-ex106_19.htm EX-10.6 RITRIEVI EX-10.7 8 mpb-ex107_20.htm EX-10.7 JOHNSON - CHANGE IN CONTROL AGREEMENT mpb-ex106_19.htm mpb-ex107_20.htm Exhibit 10.6 10.7 September 6, 2022 Re:Change in Control Severance Agreement AMENDED AND RESTATED Dear Rory: Allison: Mid Penn Bancorp, Inc. (the "Corporation") considers it essential and in the best interests of its shareholders to foster the continuous employment of key management personnel. In this regard, the Board of Directors of the Corporation (the "Board") recognizes that the possibility of a termination of employment related to a change in control of the Corporation may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Corporation and its shareholders. The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of senior management of the Corporation and/or Mid Penn Bank (the "Bank"), including you, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a termination of employment. In order to induce you to remain in the employ of the Corporation and/or and the Bank, and in exchange for your agreement to the covenants contained herein, the Corporation and the Bank agree that you will receive the severance benefits set forth in this letter agreement (the "Agreement") in the event your employment is terminated under the circumstances described below. Amended and Restated Agreement This Agreement amends, restates, and replaces in its entirety any prior Change in Control Severance Agreement between you and the Corporation and/or the Bank, including any and all subsequent amendment(s) thereto. All such prior agreements or arrangements relating to severance payments upon a Change in Control are without any further effect and are hereby rescinded. View More

Regulatory Matters. (a) Nothing in this Agreement shall be deemed to constitute an obligation of the Company or the Bank to make any payments or agree to make any payments to Executive which require prior approval in accordance with the Federal Deposit Insurance Corporation ("FDIC") regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments. 10 (b) Notwithstanding anything herein to the contrary, Executive shall not commence employment with the Company or the Bank prior to both the Company's and... the Bank's receipt of the required regulatory approvals or non-objections with respect to Executive's employment as contemplated in this Agreement, including the approval or non-objection by both the Office of the Comptroller of the Currency ("OCC") and, if necessary, and the Board of Governors of the Federal Reserve System ("FRB") to Interagency Notices of Change in Director or Senior Executive Officer. Further, in the event that (i) either of the Notices of Change in Director or Senior Executive Officer (the "Notices") filed by the Bank and Company under Section 32 of the Federal Deposit Insurance Act, 12 U.S.C. § 1831i, 183li, to request approval to hire Executive as its Chairman, Executive Vice President and Chief Executive Lending Officer and to appoint him as a director of the Bank and the Company is denied by the OCC or the FRB, respectively, or (ii) the OCC or the FRB indicates that such agency is unlikely to approve the respective Notice, then the Company shall give notice of such determination to Executive and thereafter this Agreement shall be deemed null and void. 13 21.Related Matters. Following the execution of this Agreement, Executive and the Company shall cooperate to promptly negotiate in good faith the terms of a change in control and severance agreement generally consistent with market terms available at publicly traded institutions, whether in the form of an amendment to this Agreement or a separate agreement, to be entered into between Executive and the Company after first receiving approval in accordance with 12 C.F.R. Part 359. View More

Regulatory Matters. Clinical Commercial Quality Agreement. Within [***] of the Effective Date, the Parties will enter into the Clinical Commercial Quality Agreement. AstraZeneca and SPINCO Viela shall perform their respective obligations and comply with all provisions of the Clinical Quality Agreement. AstraZeneca shall not be required to commence the Manufacture of Supplied Products hereunder until execution of the Clinical Commercial Quality Agreement. 11.2. Adverse Event Reporting. The reporting Recalls. (a)... Recalls of adverse events in relation to any Supplied Product supplied to SPINCO under this Supply Agreement will be governed by the Pharmacovigilance Agreement to be mutually agreed and executed by the Parties. 11.3. Recalls. (a) Recalls of Supplied Products will be governed by the Clinical Commercial Quality Agreement. (b) SPINCO Viela shall be responsible for all costs and expenses of each recall (whether requested by SPINCO Viela or AstraZeneca), including costs and expenses incurred by AstraZeneca, except, subject to Clause 15.3, to the extent such recall results from the failure of AstraZeneca to deliver Supplied Product that complies with the applicable Specification, the Clinical Commercial Quality Agreement, or any Applicable Laws (including cGMP), at the time of delivery to the Delivery Location. Subject to Clause 15.3, AstraZeneca shall be responsible for all costs and expenses of each recall (whether requested by SPINCO Viela or AstraZeneca), including costs and expenses incurred by SPINCO, Viela, and AstraZeneca shall fully reimburse SPINCO Viela the Supply Price for each unit of recalled Supplied Product, to the extent such recall results from the failure of AstraZeneca to deliver Supplied Product that complies with the applicable Specifications, the Clinical Commercial Quality Agreement, or any Applicable Laws (including cGMP), at the time of delivery to the Delivery Location. (c) If there is any dispute concerning which Party's acts or omissions gave rise to any recall of Supplied Product, such dispute shall be referred for decision to an Independent Expert. The decision of such Independent Expert shall be in writing and, except for manifest error on the face of the decision, shall be binding on both SPINCO Viela and AstraZeneca. The costs of such Independent Expert shall be borne by 19 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. the Party that is found to be responsible for the recall by the Independent Expert. After such determination, costs shall be paid by the responsible Party in accordance with Clause 11.3(b). 11.2(b). (d) SPINCO Viela shall keep complete and accurate records of the distribution of the Supplied Products, Product, including methods for tracking and traceability as required under Applicable Laws, to enable appropriate procedures to be implemented in the event that a voluntary or mandatory recall of any Supplied Product is required and AstraZeneca shall have rights to audit such records. records at reasonable, mutually-agreed upon times. View More

Regulatory Matters. The Company's obligations under this Agreement are subject to the orders, rules and regulations of the federal and state banking regulators as may be in effect from time to time, including without limitation FDIC regulations governing "golden parachute payments" set forth at 12 CFR Part 359. If the Company is prevented from discharging its obligations hereunder as a result of any such orders, rules or regulations, the Company shall be released from its obligations and shall not be deemed to... have breached this Agreement, to that extent. The Company shall have no obligation to petition the FDIC (and/or other regulatory agency having jurisdiction over the Company) for permission to treat any payments as "permissible golden parachute payments." 17.Clawback. 17. Clawback. Notwithstanding any other provisions in this Agreement to the contrary (but subject to compliance with Section 409A, as applicable), any compensation paid to the Employee pursuant to this Agreement or any other agreement or arrangement with the Company that is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deduction and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company to the extent that it implements the requirements of any such law, government regulation or stock exchange listing requirement). 18. Counterparts. This Agreement may be executed by facsimile, electronically transmitted signature and/or by "PDF," and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. View More

Regulatory Matters. During the term, LONZA will [***] maintain any licenses, permits and approvals necessary for the manufacture of the Product in the Facility. LONZA will promptly notify CLIENT if LONZA receives notice that any such license, permit, or approval is or may be revoked or suspended. 8.2 [***]. 7.2 Inspections/Quality Audit by CLIENT. Except as otherwise set forth in [***] during the Quality Agreement, up to [***] per year term of a Statement of Work and upon not less than [***] days' prior written... notice, LONZA will permit CLIENT to inspect and audit the parts of the Facility where the manufacture of the Product is carried out in order to assess LONZA's compliance with cGMP, and to discuss any related issues with LONZA's management personnel. Such audit shall not last for more than [***]. CLIENT Personnel engaged in such inspection will abide by the terms and conditions set forth in Sections 4.8.4 4.9.4 and 10. In addition to the foregoing, CLIENT and/or its representatives shall have the right to perform "For Cause" audits at any time upon reasonable advance notice and during regular business hours. If a For Cause audit [***], the [***] shall [***]. Notwithstanding the foregoing, a For Cause audit shall also be [***] if it is CLIENT's sole audit in such calendar year. For the avoidance of doubt, [***]. 8.3 7.3 Inspections by Regulatory Agencies. Except as otherwise set forth in the Quality Agreement, LONZA will allow representatives of any regulatory agency to inspect the relevant parts of the Facility where the manufacture of the Product is carried out and to inspect the Project Documentation and Batch Records to verify compliance with cGMP and other practices or regulations and will promptly notify CLIENT of the scheduling of any such inspection relating to the manufacture of Product. LONZA will promptly send to CLIENT a copy of any reports, citations, or warning letters received by LONZA in connection with an inspection of a regulatory agency to the extent such documents relate to or affect the manufacture of the Product. View More

Regulatory Matters. The obligations of the Employer Luzerne under this Agreement shall in all events be subject to any required limitations or restrictions imposed by or pursuant to applicable laws, including limitations or restrictions imposed by the Federal Deposit Insurance Act or the Pennsylvania Banking Code of 1965 as the same may be amended from time to time.

Regulatory Matters. The following provisions shall be applicable to the parties hereto or any successor thereto, and shall be controlling control in the event of a conflict with any other provision of this Agreement. (a) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's affairs pursuant to notice served under Section 8(e)(3) or Section 8(g)(l) 8(g)(1) of the Federal Deposit Insurance Act (" FDIA" )(l 2 ("FDIA")(12 U.S.C. §§ I 818(e)(3) §§1818(e)(3) and 18I 8(g)(I )), 1818(g)(1)), the Bank' s Bank's obligations under this Agreement will be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may, in its discretion: (i) pay the Executive all or part of the compensation withheld while its obligations under this Agreement were suspended, and (ii) reinstate (in whole or in part) any of its obliga t ions which obligations that were suspended. (b) lf If the Executive is removed from office and/or permanently prohibited from participating in the conduct of the Bank' s Bank's affairs by an order issued under Section 8(e)(4) or Section 8(g)(l) 8(g)(1) of the FDIA (12 U.S.C. §§1818(e)(4) and (g)(l )), (g)(1)), all obligations of the Bank under this Agreement shall tenninate terminate as of the effective date of the order, but vested rights of the Executive and the Bank as of the date of termination will not be affected. (c) If the Bank is in default, as defined in Section 3(x)(l) 3(x)(1) of the FDIA (12 U.S.C. §181J(x)(l )), §1813(x)(1)), all obliga tions obligations under this Agreement shall terminate as of the date of default, but vested rights of the Executive and the Bank as of the date of termination will not be affected. (d) Notwithstanding any other provision of this Agreement to the contrary, any payments made to the Executive pursuant to this Agreement, or otherwise , otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA (12 U.S.C. §1828(k)) and 12 C.F.R. Part 359. (e) All obligations under this Agreemen t Agreement will be terminated (except to the extent it is determined that continuation of this Agreement is necessary for the continued operation of the Bank): (i) by the Director of the OCC (the "Director") or his or her designee at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Sect io n I 3(c) Section 13(c) of the FDIA; or (ii) by the Director or his or her designee at the time the 7 Director or such designee approves a supervisory merger to resolve problems related to operation of the Bank Bank; or (iii) when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, will not be affected by such action. 8 (t) (f) All obligations under this Agreement may be terminated except to the extent determined that the continuation of the Agreement is necessary for the continued operation of the Bank or the Company by order of any state or federal banking regulatory agency with supervis ion supervision of the Bank, the Company, Bank or any of their its affiliates, unless stayed by appropriate proceedings, and neither the Company nor the Bank is not under any obligation to perform any of its obligations hereunder if it is infom1ed informed in writing by any state or federal banking regulatory agency with supervision of the Bank, the Company, Bank or any of their its affiliates that performance of its obligations would constitute an unsafe or unsound banking practice. (g) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. § 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments. View More

Regulatory Matters. The obligations of the Employer Luzerne under this Agreement shall in all events be subject to any required limitations or restrictions imposed by or pursuant to the Federal Deposit Insurance Act or the Pennsylvania Banking Code of 1965 as the same may be amended from time to time. 11 23. 12 24. Tax Withholding. All payments made and benefits provided hereunder shall be subject to such federal, state and local tax withholding as may be required by law.