Required Provisions Clause Example with 85 Variations from Business Contracts

Required Provisions. In the event any of the provisions of this Section 22 are in conflict with the other terms of this Agreement, this Section 22 shall prevail. (a) The Bank Board of Directors may terminate Executive's employment at any time, but any termination by the Board termination, other than termination a Termination for Cause 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 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 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 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 discretion: (i) pay 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 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. §1818(e)(4) or (g)(1), all obligations of the Bank 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. 9 (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. §1813(x)(1) all obligations of the Bank 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 a determination is made that continuation of the contract is necessary for the continued operation of the Bank, Bank (i) by either the director of the Office of the Comptroller of the Currency (the "OCC") or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") or his or her designee, director's 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 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 22 are in conflict with the other terms of this Agreement, this Section 22 shall prevail. (a) The Bank Board of Directors may terminate Executive's employment at any time, but any termination by the Board termination, other than termination a Termination for Cause 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 Termination for Cause. Cause as defined in Section 7 of this Agreement. 9 (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, 12 U.S.C. §1818(e)(3) or (g)(1); 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 discretion: (i) pay 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 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. §1818(e)(4) or (g)(1), all obligations of the Bank 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 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 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 a determination is made that continuation of the contract is necessary for the continued operation of the Bank, Bank (i) by either the director of the Office of the Comptroller of the Currency (the "OCC") or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") or his or her designee, director's 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 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 22 are in conflict with the other terms of this Agreement, this Section 22 shall prevail. (a) The Bank Board of Directors may terminate Executive's employment at any time, but any termination by the Board termination, other than termination a Termination for Cause 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 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 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 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 discretion: (i) pay 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 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. §1818(e)(4) or (g)(1), all obligations of the Bank 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 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 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 a determination is made that continuation of the contract is necessary for the continued operation of the Bank, Bank (i) by either the director of the Office of the Comptroller of the Currency (the "OCC") or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") or his or her designee, director's 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 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) In the event any of the foregoing provisions of this Section 16 are in conflict with the terms of this Agreement, this Section 16 shall prevail. a. The Bank Board of Directors may terminate Executive's employment at any time, but any termination by the Board Bank, 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 peri...od after termination for Cause. (b) 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, 12 U.S.C. §1818(e)(3) or (g)(1); 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 discretion: (i) pay 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) 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, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank 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) 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. §1813(x)(1) all obligations of the Bank 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) 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, Bank (i) by either the 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 7170527.2 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

Required Provisions. (a) In the event any of the foregoing provisions of this Section 16 are in conflict with the terms of this Agreement, this Section 16 shall prevail. a. The Bank Board of Directors may terminate Executive's employment at any time, but any termination by the Board Bank, 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 peri...od after termination for Cause. (b) 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, 12 U.S.C. §1818(e)(3) or (g)(1); 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 discretion: (i) pay 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) 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, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank 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) 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. §1813(x)(1) all obligations of the Bank 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) 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, Bank (i) by either the 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 7170527.2 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

Required Provisions. (a) The Bank may terminate Executive's employment at any time, but any termination by the Board Bank, other than termination for Cause Just Cause, shall not prejudice Executive's right to receive 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. Just Cause as defined in Section 7 of this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited f...rom 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. §1818(e)(3) or (g)(1); 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 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. 12 (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, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank 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 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 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 of the Bank under this Agreement contract shall be terminated, except to the extent it is determined that continuation of the contract is necessary for the continued operation of the Bank, Bank: (i) by either the Director of the Office of the Comptroller of the Currency ("OCC") or its successor, or his designee, or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") or his or her designee, FDIC, 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; Act, 12 U.S.C. §1823(c); or (ii) by the Regulator Director of the OCC or its successor (or his or her designee designee) at the time the Regulator or Director (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations of the Bank Bank, or when the Bank 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 Any payments made to Executive by the Bank or the Company, whether 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 any rules and regulations promulgated thereunder in thereunder, including 12 C.F.R. Part 359. 359, and to the extent applicable 12 C.F.R. §163.39. View More

Required Provisions. (a) In the event any of the foregoing provisions of this Section 27 are in conflict with the terms of this Agreement, this Section 27 shall prevail. a. The Bank Bank's board of directors may terminate Executive's employment at any time, but any termination by the Board Bank, other than termination for Cause 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 pe...riod after termination for Cause. (b) 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, 12 U.S.C. § 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 in its discretion discretion: (i) pay 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) 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, 12 U.S.C. §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) C-13 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. §1813(x)(1) 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) 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, Bank: (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 OTS (or his or her designee, designee), at the time the FDIC Federal Deposit Insurance Corporation (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; Act, 12 U.S.C. §1823(c); or (ii) by the Regulator or Director of the OTS (or his or her designee designee) at the time the Regulator or Director (or his or her designee designee) 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 that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any f. Any payments made to Executive by the Bank or the Company, whether 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 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. 11 (g) Notwithstanding anything herein contained to the contrary, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within thirty (30) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons. View More

Required Provisions. (a) In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 25, this Section 25 shall prevail. a. The Bank Bank's Board of Directors may terminate Executive's employment at any time, but any termination by the Board Bank, other than termination for Cause 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 af...ter termination for Cause. (b) Cause as defined in Section 10(d) of this Agreement. 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, 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 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) 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, 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) 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 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) 12 e. All obligations under this Agreement shall be terminated, terminate, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, institution: (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") (OCC), or his or her designee, at the time the FDIC Federal Deposit Insurance Corporation (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)] 13(e) of the Federal Deposit Insurance Act; Act, 12 U.S.C. Section 1823(c), or (ii) by the Regulator or Controller of the OCC (or his or her designee designee) at the time the Regulator or Comptroller (or his or her designee designee) approves a supervisory merger to resolve problems related to operation the operations 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 f. Any payments made to Executive by the Bank or the Company, whether 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 foregoing provisions of this Agreement conflict with the terms of this Section 17, this Section 17 shall prevail. (a) The Bank may terminate Executive's employment at any time, but any termination by the Board of Directors other than termination Termination for Just Cause as defined in Section 2(b) of this Agreement shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other b...enefits for any period after termination Termination for Just 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, 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 (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 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. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §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. 7 (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 Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the "Regulator") (the "Comptroller") 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 FDI 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 Any payments made to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, 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 any rules and regulations promulgated thereunder in thereunder, including 12 C.F.R. Part 359. 359, and to the extent applicable, 12 C.F.R. §563.39. View More