Required Provisions Clause Example with 85 Variations from Business Contracts
This page contains Required Provisions clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Required Provisions. (a) The Bank may terminate Executive's employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section ...8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank's obligations under this contract shall 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 Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.View More
Variations of a "Required Provisions" Clause from Business Contracts
Required Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 16, this Section 16 shall prevail. (a) The Bank Board may terminate the Executive's employment at any time, but any termination by the Board Bank, other than termination for Cause Cause, shall not prejudice the Executive's right to compensation or other benefits under this Agreement. The Executive shall not have no the right to receive compensation or other benefits for any period after termina...tion for Cause. Cause as defined in Section 2(c) of this Agreement. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1), the Bank's obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion: (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations of the Bank Bank's obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined a determination is made that continuation of the contract is necessary for the continued operation of the Bank, (i) Bank (1) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") Currency, or his or her designee, his designee (the "Comptroller"), at the time the FDIC Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank Employer under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; FDIA; or (ii) (2) by the Regulator or his or her designee Comptroller, at the time the Regulator or his or her designee Comptroller approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Comptroller to be in an unsafe or and unsound condition. Any rights of the parties Executive that have already vested, however, shall not be affected by such action. 7 (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement Agreement, or otherwise, are subject to to, and conditioned upon upon, their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), 1828(k) and the regulations promulgated thereunder in FDIC Regulation 12 C.F.R. Part 359. 359, Golden Parachute and Indemnification Payments. (g) The Bank retains the right to demand the return of any payment made to the Executive under Section 3(a)(i) and the value of any benefit provided under Section 3(a)(ii) of this Agreement in the event the Bank obtains information indicating that the Executive has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under 12 C.F.R. §359.4(a)(4). In the event the Bank exercises its right to demand the return of any payment made under this Agreement, the Executive will return the payments to the Bank within 90 days of receipt of written notice from the Bank that the Executive has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under 12 C.F.R. §359.4(a)(4). View More
Required Provisions. (a) The Bank Board may terminate Executive's employment at any time, but any termination by the Bank's Board other than termination for Cause shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after his termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice serv...ed under Section 8(e)(3) [12 USC §1818(e)(3)] (12 U.S.C. §1818(e)(3)) or 8(g)(1) [12 USC §1818(g)(1)] (12 U.S.C. §1818(g)(1)) of the Federal Deposit Insurance Act, the Bank's obligations under this contract Agreement shall 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 Executive all or part of the compensation withheld while its contract Agreement obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] (12 U.S.C. §1818(e)(4)) or 8(g)(1) [12 USC §1818(g)(1)] (12 U.S.C. §1818(g)(1)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] (12 U.S.C. §1813(x)(1)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, Bank: (i) by either the Comptroller of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") (the "OCC") or his or her designee, at the time the FDIC Federal Deposit Insurance Corporation (the "FDIC") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] (12 U.S.C. §1823(c)) of the Federal Deposit Insurance Act; or (ii) by the Regulator Comptroller or his or her designee at the time the Regulator Comptroller or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359. 11 (g) Notwithstanding anything else in this Agreement to the contrary, Executive's employment shall not be deemed to have been terminated unless and until Executive has a Separation from Service within the meaning of Code Section 409A. For purposes of this Agreement, a "Separation from Service" shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than twenty (20) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). (h) Notwithstanding the foregoing, if Executive is a "specified employee" (i.e., a "key employee" of a publicly traded company within the meaning of Section 409A of the Code and the final regulations issued thereunder) and any payment under this Agreement is triggered due to Executive's Separation from Service (other than due to Disability or death), then solely to the extent necessary to avoid penalties under Section 409A of the Code, no payment shall be made during the first six (6) months following Executive's Separation from Service. Rather, any payment which would otherwise be paid to Executive during such period shall be accumulated and paid to Executive in a lump sum on the first day of the seventh month following such Separation from Service. All subsequent payments shall be paid in the manner specified in this Agreement. View More
Required Provisions. Notwithstanding anything herein to the contrary, the following provisions shall apply: (a) The Bank Board may terminate Executive's employment at any time, but any termination by the Bank's Board other than termination for Cause shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after her termination for Cause. (b) If Executive is suspended from office and/or temporar...ily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] (12 U.S.C. §1818(e)(3)) or 8(g)(1) [12 USC §1818(g)(1)] (12 U.S.C. §1818(g)(1)) of the Federal Deposit Insurance Act, the Bank's obligations under this contract Agreement shall 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 Executive all or part of the compensation withheld while its contract Agreement obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] (12 U.S.C. §1818(e)(4)) or 8(g)(1) [12 USC §1818(g)(1)] (12 U.S.C. §1818(g)(1)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. 5 (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] (12 U.S.C. §1813(x)(1)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, Bank: (i) by either the Comptroller of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") (the "OCC") or his or her designee, at the time the FDIC Federal Deposit Insurance Corporation (the "FDIC") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] (12 U.S.C. §1823(c)) of the Federal Deposit Insurance Act; or (ii) by the Regulator Comptroller or his or her designee at the time the Regulator Comptroller or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section § 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359. (g) Notwithstanding anything else in this Agreement to the contrary, Executive's employment (other than Termination for Cause) shall not be deemed to have been terminated unless and until Executive has a Separation from Service within the meaning of Code Section 409A. For purposes of this Agreement, a "Separation from Service" shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). (h) Notwithstanding the foregoing, in the event Executive is a Specified Employee (as defined herein), then, solely, to the extent required to avoid penalties under Code Section 409A, Executive's payments shall be delayed until the first day of the seventh month following Executive's Separation from Service. A "Specified Employee" shall be interpreted to comply with Code Section 409A and shall mean a key employee within the meaning of Code Section 416(i) (without regard to paragraph 5 thereof), but an individual shall be a "Specified Employee" only if the Bank or Company is or becomes a publicly traded company. View More
Required Provisions. (a) The Bank Employer may terminate Executive's employment at any time, but any termination by the Employer's Board other than termination Termination for Cause hereof shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Cause. 11 (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct o...f the Bank's Employer's affairs by a notice served under Section 8(e)(3) [12 USC U.S.C. §1818(e)(3)] or 8(g)(1) [12 USC U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank's Employer's obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Employer may in its discretion (i) pay Executive all or part of the compensation withheld while its contract Agreement obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's Employer's affairs by an order issued under Section 8(e)(4) [12 USC U.S.C. §1818(e)(4)] or 8(g)(1) [12 USC U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank Employer is in default as defined in Section 3(x)(1) [12 USC U.S.C. §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Employer under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, Employer, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") Bank's primary federal regulator or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Employer under the authority contained in Section 13(c) [12 USC U.S.C. §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank Employer or when the Bank Employer is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, Executive, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359. View More
Required Provisions. (a) The Bank Employer may terminate Executive's employment at any time, but any termination by the Employer's Board other than termination Termination for Cause hereof shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination Termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of t...he Bank's Employer's affairs by a notice served under Section 8(e)(3) [12 USC U.S.C. §1818(e)(3)] or 8(g)(1) [12 USC U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank's Employer's obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank 11 Employer may in its discretion (i) pay Executive all or part of the compensation withheld while its contract Agreement obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's Employer's affairs by an order issued under Section 8(e)(4) [12 USC U.S.C. §1818(e)(4)] or 8(g)(1) [12 USC U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank Employer is in default as defined in Section 3(x)(1) [12 USC U.S.C. §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Employer under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, Employer, (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") Bank's primary federal regulator or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Employer under the authority contained in Section 13(c) [12 USC U.S.C. §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator Director or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank Employer or when the Bank Employer is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, Executive, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359. View More
Required Provisions. (a) The Bank Employer may terminate Executive's employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's Employer's affairs by a notice s...erved under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank's Employer's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Employer may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's Employer's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties Parties shall not be affected. (d) If the Bank Employer is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank Employer under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. Parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, Employer, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") or his or her the Regulator's designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Employer under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her the Regulator's designee at the time the Regulator or his or her the Regulator's designee approves a supervisory merger to resolve problems related to operation of the Bank Employer or when the Bank Employer is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties Parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, Employer, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359. 359.17.SEVERABILITY. If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect. View More
Required Provisions. In the event any of the provisions of this Section 23 are in conflict with the other terms of this Agreement, this Section 23 shall prevail. (a) The Bank Company's board of directors may terminate Executive's employment at any time, but any termination by the Board Company, other than termination for Cause Just Cause, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for an...y period after termination for Cause. Cause as defined in Section 7 of this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's Company's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank's Company's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Company may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's Company's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit 10 Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank Company under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank Company is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank Company under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, Company: (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") or his or OTS (or her designee, designee), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Company under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; Act, 12 U.S.C. §1823(c); or (ii) by the Regulator or his or Director of the OTS (or her designee designee) at the time the Regulator or his or Director (or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank Company or when the Bank Company is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), §1828(k) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359. 359, Golden Parachute and Indemnification Payments. View More
Required Provisions. In the event any of the provisions of this Section 23 are in conflict with the other terms of this Agreement, this Section 23 shall prevail. (a) The Bank Company's board of directors may terminate Executive's employment at any time, but any termination by the Board Company, other than termination for Cause Just Cause, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for an...y period after termination for Cause. Cause as defined in Section 7 of this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's Company's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank's Company's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Company may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. 10 (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's Company's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank Company under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank Company is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank Company under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, Company: (i) by either the Office Director of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") or his or OTS (or her designee, designee), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank Company under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; Act, 12 U.S.C. §1823(c); or (ii) by the Regulator or his or Director of the OTS (or her designee designee) at the time the Regulator or his or Director (or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank Company or when the Bank Company is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), §1828(k) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359. 359, Golden Parachute and Indemnification Payments. View More
Required Provisions. (a) The Bank Board may terminate Executive's employment at any time, but any termination by the Bank's Board other than termination for Cause shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after Executive's termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a not...ice served under Section 8(e)(3) [12 USC U.S.C. §1818(e)(3)] or 8(g)(1) [12 USC U.S.C. §1818(g)(1)] of the Federal Deposit Insurance Act, Act (the "FDI Act"), the Bank's obligations under this contract Agreement shall 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 discretion: (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) [12 USC U.S.C. §1818(e)(4)] or 8(g)(1) [12 USC U.S.C. §1818(g)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. 5 (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC U.S.C. §1813(x)(1)] of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the Bank, (i) by either the Comptroller of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC U.S.C. §1823(c)] of the Federal Deposit Insurance FDI Act; or (ii) by the Regulator Comptroller or his or her designee at the time the Regulator Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, Bank, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance FDI Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359. (g) Notwithstanding anything else in this Agreement to the contrary, Executive's employment shall not be deemed to have been terminated unless and until Executive has a Separation from Service within the meaning of Code Section 409A. For purposes of this Agreement, a "Separation from Service" shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). (h) Notwithstanding the foregoing, in the event Executive is a Specified Employee (as defined herein), then, solely, to the extent required to avoid penalties under Code Section 409A, Executive's payments shall be delayed until the first day of the seventh month following Executive's Separation from Service. A "Specified Employee" shall be interpreted to comply with Code Section 409A and shall mean a key employee within the meaning of Code Section 416(i) (without regard to paragraph 5 thereof), but an individual shall be a "Specified Employee" only if the Bank or Company is or becomes a publicly traded company. View More
Required Provisions. (a) The Bank In the event any of the provisions of this Section 23 are in conflict with the other terms of this Agreement, this Section 23 shall prevail. (a)The Company's board of directors may terminate Executive's employment at any time, but any termination by the Board Company, other than termination for Cause Just Cause, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits... for any period after termination for Cause. (b) If Cause as defined in Section 7 of this Agreement. (b)If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank's Company's affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank's Company's obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank Company may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If (c)If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's Company's affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank Company under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If (d)If the Bank Company is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank Company under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All (e)All obligations under this Agreement contract shall be terminated, except to the extent determined a determination is made that continuation of the contract is necessary for the continued operation of the Bank, Bank (i) by either the 11 " = "1" " " "" director of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") or his (the "OCC") or her designee, or her designee (the "Director"), at the time the FDIC OCC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee Director, at the time the Regulator or his or her designee Director approves a supervisory merger to resolve problems related to operation the operations of the Bank or when the Bank is determined by the Regulator Director to be in an unsafe or unsound condition. Any rights of the parties Executive that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained (f)Any payments made to the contrary, any payments to Executive by the Bank or the Company, whether employees pursuant to this Agreement Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), §1828(k) and the regulations promulgated thereunder in FDIC regulation 12 C.F.R. Part 359. 359, Golden Parachute and Indemnification Payments. View More
