Common use of AMENDMENT, REVOCATION OR TERMINATION Clause in Contracts

AMENDMENT, REVOCATION OR TERMINATION. This Agreement shall not be amended, modified, or revoked at any time, in whole or part, without the mutual written consent of Executive and the Bank, and such mutual consent shall be required even if Executive is no longer employed by the Bank. In the event that any of the provisions of this Agreement or portion hereof, are held to be inoperative or invalid by any court of competent jurisdiction, or in the event that any legislation, regulation, or rule adopted by any governmental body having jurisdiction over the Bank, including, but not limited to the Office of Thrift Supervision and the Internal Revenue Service, would be retroactively applied to invalidate this Agreement or any provision hereof or cause the benefits hereunder to be taxable, then: (1) insofar as is reasonable, effect will be given to the intent manifested in the provisions held invalid or inoperative, and (2) the validity and enforceability of the remaining provisions will not be affected thereby. In the event that the intent of any provision shall need to be construed in a manner to avoid taxability, such construction shall be made by the Bank, as administrator of the Agreement, in a manner that would manifest to the maximum extent possible the original meaning of such provisions. Notwithstanding anything to the contrary herein, in the event of a Change in Control, the Bank may terminate the Agreement by irrevocable action of the Bank’s Board of Directors taken within thirty (30) days preceding, but not following, the Change in Control, provided that (i) all agreements, methods, programs and other arrangements sponsored by the Bank immediately after the Change in Control with respect to which deferrals of compensation are treated as having been deferred under a single plan pursuant to Treasury Regulations Section 1.409A-1(c)(2), are terminated and liquidated with respect to each Executive that experienced such Change in Control, and (ii) all accrued benefits payable hereunder are paid to each affected Executive within twelve months of the Agreement’s termination.