Common use of Asset purchase transaction Clause in Contracts

Asset purchase transaction. If, in connection with the sale or other disposition of substantial assets (such as a division or substantially all assets of a trade or business) of the Company or an Affiliate to an unrelated buyer, you become an employee of the buyer or an affiliate of the buyer upon the closing of or in connection with such transaction, a Separation from Service has not occurred if the Company and the buyer have specified that such transaction will not, with respect to any individual affected by such transaction who becomes an employee of the buyer or an affiliate, be considered a “separation from service” under Treasury Regulation Section 1.409A-1(h), and such specification meets the requirements of Treasury Regulation Section 1.409A-1(h)(4). [Notice Period The applicable period of advance written notice required by paragraph 9(d) of the Award Agreement prior to your resigning or Retiring from the Company or an Affiliate depends upon your job title and/or job description, as set forth in the table below: Any business division of ▇▇▇▇▇ Fargo & Company or its Affiliates Senior Executive Vice President Executive Vice President Direct report of an Operating Committee member, excluding non-executives 90 days Corporate & Investment Banking (CIB) Managing Director 90 days Director 60 days Vice President 30 days Commercial Banking Managing Director 90 days Director 60 days] Effective as of January 1, 2021, this Clawback and Forfeiture Policy (the “Policy”) of ▇▇▇▇▇ Fargo & Company (”▇▇▇▇▇ Fargo”), as adopted by ▇▇▇▇▇ Fargo’s Board of Directors, is as follows.

Asset purchase transaction. If, in connection with the sale or other disposition of substantial assets (such as a division or substantially all assets of a trade or business) of the Company or an Affiliate to an unrelated buyer, you become an employee of the buyer or an affiliate of the buyer upon the closing of or in connection with such transaction, a Separation from Service has not occurred if the Company and the buyer have specified that such transaction will not, with respect to any individual affected by such transaction who becomes an employee of the buyer or an affiliate, be considered a “separation from service” under Treasury Regulation Section 1.409A-1(h), and such specification meets the requirements of Treasury Regulation Section 1.409A-1(h)(4). [Notice Period The applicable period of advance written notice required by paragraph 9(d) of the Award Agreement prior to your resigning or Retiring from the Company or an Affiliate depends upon your job title and/or job description, as set forth in the table below: Any business division of ▇▇▇▇▇ Fargo & Company or its Affiliates • Senior Executive Vice President • Executive Vice President • Direct report of an Operating Committee member, excluding non-executives 90 days Corporate & Investment Banking (CIB) Managing Director 90 days Director 60 days Vice President 30 days Commercial Banking Managing Director 90 days Director in Commercial Capital 60 days] Effective as of January 1, 2021, this Clawback and Forfeiture Policy (the “Policy”) of ▇▇▇▇▇ Fargo & Company (”▇▇▇▇▇ Fargo”), as adopted by ▇▇▇▇▇ Fargo’s Board of Directors, is as follows.