Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(l)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as of the effective date of termination. (b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(l)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 the Employer is in default (as defined in Section 3(x)(l) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected. (d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer (i) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in 13(c) of the FDIA; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action.
Appears in 8 contracts
Sources: Employment Agreement (Avenue Financial Holdings, Inc.), Employment Agreement (Avenue Financial Holdings, Inc.), Employment Agreement (Avenue Financial Holdings, Inc.)
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the EmployerBank’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the EmployerBank’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 the Employer Bank is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract Agreement is necessary for the continued operation of the Employer Bank (i1) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) FDIC or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer Bank under the authority contained in 13(c) of the FDIA; or (ii2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer Bank when the Employer Bank is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action.
Appears in 7 contracts
Sources: Employment Agreement (FB Financial Corp), Employment Agreement (FB Financial Corp), Employment Agreement (FB Financial Corp)
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the EmployerBank’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer Bank under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the EmployerBank’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer Bank under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer Bank shall (i) pay the 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 that were suspended.
(c) If the Employer Bank is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent that a determination is made that continuation of the contract this Agreement is necessary for the continued operation of the Employer Bank (i1) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) FDIC or his or her his designee (the “Director”), at the time at which the FDIC enters into an agreement to provide assistance to or on behalf of the Employer Bank under the authority contained in 13(c12(c) of the FDIA; or (ii2) by the Director, at the time at which the Director approves a supervisory merger to resolve problems related to operation of the Employer Bank when the Employer Bank is determined by the Director to be in an unsafe and unsound condition.
(e) Notwithstanding the timing for the payment of any severance amounts described in Section 6 hereof, no such payments shall be made or commence, as applicable, that require the concurrence or consent of the appropriate federal banking agency of the Bank pursuant to 12 C.F.R. Section 359 prior to the receipt of such concurrence or consent. The Bank shall have the obligation to submit an application to make such payment to the appropriate federal banking agency within fifteen (15) business days of Executive’s right to such payment arising and shall provide a copy of such application to Executive. Any rights payments suspended by operation of this Section 16(e) shall be paid as a lump sum within thirty (30) days following receipt of the Executive that have already vested, however, shall not be affected concurrence or consent of the appropriate federal banking agency of the Bank or as otherwise directed by such actionfederal banking agency.
(f) All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state or federal banking laws.
Appears in 6 contracts
Sources: Executive Employment Agreement (National Commerce Corp), Executive Employment Agreement (National Commerce Corp), Executive Employment Agreement (National Commerce Corp)
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the EmployerCompany’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer Company under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the EmployerCompany’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer Company under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer Company shall (i) pay the 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 the Employer Company is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract Agreement is necessary for the continued operation of the Employer Company (i1) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) FDIC or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer Company under the authority contained in 13(c) of the FDIA; or (ii2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer Company when the Employer Company is determined by the Director to be in an unsafe and unsound condition. Any rights .
(e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to any provision herein in contravention of the Executive that requirements of Section 2[18(k)] of the FDIA (12 U.S.C. 1828(k)). In particular, the provisions pertaining to the potential for payments shall have already vested, however, shall not no force or effect as long as either the agreement concerning the potential for payments or the actual payment of such amounts would be affected by such actionconsidered a “golden parachute payment,” with the meaning of 12 C.F.R. Section 359.1(f).
Appears in 5 contracts
Sources: Employment Agreement (Southern National Bancorp of Virginia Inc), Employment Agreement (Southern National Bancorp of Virginia Inc), Employment Agreement (Southern National Bancorp of Virginia Inc)
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the EmployerBank’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer Bank under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the EmployerBank’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer Bank under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer Bank shall (i) pay the 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 the Employer Bank is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract Agreement is necessary for the continued operation of the Employer Bank (i1) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) FDIC or his or her his designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer Bank under the authority contained in Section 13(c) of the FDIA; or (ii2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer Bank when the Employer Bank is determined by the Director to be in an unsafe and unsound condition.
(e) Notwithstanding the timing for the payment of any severance amounts described in Section 5, no such payments shall be made or commence, as applicable, that require the concurrence or consent of the appropriate federal banking agency of the Bank pursuant to 12 C.F.R. Section 359 prior to the receipt of such concurrence or consent. The Bank shall have the obligation to submit an application to make such payment to the appropriate federal banking agency within fifteen (15) business days of Executive’s right to such payment arising and shall provide a copy of such application to Executive. Any rights payments suspended by operation of this Section 12(e) shall be paid as a lump sum within thirty (30) days following receipt of the Executive that have already vested, however, shall not be affected concurrence or consent of the appropriate federal banking agency of the Bank or as otherwise directed by such actionfederal banking agency.
(f) All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state or federal banking laws.
Appears in 5 contracts
Sources: Employment Agreement (Prime Meridian Holding Co), Employment Agreement (Prime Meridian Holding Co), Employment Agreement (Prime Meridian Holding Co)
Regulatory Action. (a) If the Executive Employee is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as of the effective date of termination.
(b) If the Executive Employee is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 the Employer is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract Agreement is necessary for the continued operation of the Employer (i1) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) FDIC or his Employee’s or her Employee’s designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in 13(c) of the FDIA; or (ii2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights .
(e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to any provision herein in contravention of the Executive that requirements of Section 2[18(k)] of the FDIA (12 U.S.C. 1828(k)). In particular, the provisions pertaining to the potential for payments shall have already vested, however, shall not no force or effect as long as either the agreement concerning the potential for payments or the actual payment of such amounts would be affected by such actionconsidered a “golden parachute payment,” with the meaning of 12 C.F.R. Section 359.1(f).
Appears in 5 contracts
Sources: Employment Agreement (Colony Bankcorp Inc), Employment Agreement (Colony Bankcorp Inc), Employment Agreement (Colony Bankcorp Inc)
Regulatory Action. Notwithstanding any other provisions of this Agreement:
(a1) If the Executive Employee is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs of a depository institution by an order issued under Section 8(e)(4) or 8(g)(l(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (), 12 U.S.C. 1818(e)(4) and (g)(l)g)(1), all obligations of the Employer Company under this Agreement shall terminate, terminate as of the effective date of such the order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as but vested rights of the effective date of terminationcontracting parties shall not be affected;.
(b2) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(l)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 the Employer Company is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default, but the this provision shall not affect any vested rights of the parties shall not be affected.contracting parties; and
(d3) All obligations of the Company under this Agreement shall be terminated, except to the extent a determination is made determined that continuation of the contract this Agreement is necessary for the continued operation of the Employer Bank: (i) by the director Office of the Federal Deposit Insurance Corporation Comptroller of the Currency (the “FDICOCC”) or his or her designee (the “Director”)designee, at the time the FDIC Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Employer Bank under the authority contained in Section 13(c) of the FDIA; or (ii) by the DirectorOCC, at the time the Director OCC approves a supervisory merger to resolve problems related to operation of the Employer Bank or when the Employer Bank is determined by the Director OCC to be in an unsafe and or unsound condition. Any rights of the Executive parties that have already vested, however, shall not be affected by any such action. Payments under this Agreement that are suspended under this Section 7(h), but are later determined by the applicable regulatory authority to be payable, shall be paid on the earliest date practicable thereafter.
Appears in 5 contracts
Sources: Employment Agreement (HomeTrust Bancshares, Inc.), Employment Agreement (HomeTrust Bancshares, Inc.), Employment Agreement (HomeTrust Bancshares, Inc.)
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) FDIA (12 U.S.C. Sections 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Annual Base Salary due and owing under Section 4.1 3.1 on the effective date of said order, and reimbursement under Section 4.6 3.5 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. Sections 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 suspendedsuspended to the extent permitted by applicable law.
(c) If the Employer is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer (i) by the director of If the Federal Deposit Insurance Corporation (the “FDIC”) is appointed receiver or his conservator under Section 11(c) of the FDIA (12 U.S.C. Section 1821(c)) of the Company or her designee (any depository institution controlled by the “Director”)Company, at the time Employer shall have the FDIC enters into an agreement right to provide assistance to or on behalf terminate all obligations of the Employer under the authority contained in 13(c) this Agreement as of the FDIA; date of such receivership or (ii) by the Directorconservatorship, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any other than any rights of the Executive that vested prior to such appointment. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(e) If the FDIC provides open bank assistance under Section 13(c) of the FDIA (12 U.S.C. Section 1823(c)) to the Company or any depository institution controlled by the Company, but excluding any such assistance provided to the industry generally, the Employer shall have already vestedthe right to terminate all obligations of the Employer under this Agreement as of the date of such assistance, howeverother than any rights of the Executive that vested prior to the FDIC action. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(f) If the FDIC requires a transaction under Section 13(f) or 13(k) of the FDIA (12 U.S.C. Sections 1823(f) and (k)) by the Employer or any depository institution controlled by the Employer, the Employer shall not have the right to terminate all obligations of the Employer under this Agreement as of the date of such transaction, other than any rights of the Executive that vested prior to the transaction. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be affected by subject to such actionmodifications that are consistent with the authority of the FDIC.
(g) Notwithstanding the timing for the payment of any severance amount described in Section 4.2 or Section 4.3, no such payments shall be made or commence, as applicable, that require the concurrence or consent of the appropriate federal banking agency of the Employer pursuant to 12 C.F.R. Section 359 prior to the receipt of such concurrence or consent.
(h) All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state banking laws.
Appears in 4 contracts
Sources: Employment Agreement (Nicolet Bankshares Inc), Employment Agreement (Nicolet Bankshares Inc), Employment Agreement (Nicolet Bankshares Inc)
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the EmployerBank’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) FDIA (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer Bank under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 subsection 3(a) on the effective date of said order, and reimbursement under Section 4.6 subsection 3(e) of expenses incurred as of the effective date of termination. Additionally, as of the effective date of such order, the non-competition provisions contained in subsections 9(a), (b), and (c) of this Agreement shall cease to apply to the Executive.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the EmployerBank’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer Bank under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer Bank shall (i) pay the 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 to the extent permitted by applicable law. During the period under which the Bank’s obligations under this Agreement are suspended, the non-competition provisions contained in subsections 9(a), (b), and (c) shall cease to apply to the Executive; provided, however, that in the event the charges in the notice are dismissed and Executive remains employed by the Bank, such non-competition provisions in subsections 9(a), (b), and (c) shall be reinstated.
(c) If the Employer Bank is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer (i) by the director of If the Federal Deposit Insurance Corporation (the “FDIC”) is appointed receiver or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer conservator under the authority contained in 13(cSection 11(c) of the FDIA; FDIA (12 U.S.C. 1821(c)) of the Bank or (ii) any depository institution controlled by the DirectorBank, at the time Bank shall have the Director approves a supervisory merger right to resolve problems related to operation terminate all obligations of the Employer when Bank under this Agreement as of the Employer is determined by the Director to be in an unsafe and unsound condition. Any date of such receivership or conservatorship, other than any rights of the Executive that vested prior to such appointment. To the extent the Bank is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(e) If the FDIC provides open bank assistance under Section 13(c) of the FDIA (12 U.S.C. 1823(c)) to the Bank or any Affiliate, but excluding any such assistance provided to the industry generally, the Bank shall have already vestedthe right to terminate all obligations of the Bank under this Agreement as of the date of such assistance, howeverother than any rights of the Executive that vested prior to the FDIC action. To the extent the Bank is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(f) If the FDIC requires a transaction under Section 13(f) or 13(k) of the FDIA (12 U.S.C. 1823(f) and (k)) by the Bank or any Affiliate, the Bank shall not have the right to terminate all obligations of the Bank under this Agreement as of the date of such transaction, other than any rights of the Executive that vested prior to the transaction. To the extent the Bank is or encompasses a depository institution, any vested rights of the Executive may be affected by subject to such actionmodifications that are consistent with the authority of the FDIC.
(g) All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state banking laws.
Appears in 4 contracts
Sources: Executive Employment Agreement (Crescent Financial Corp), Executive Employment Agreement (Crescent Financial Corp), Executive Employment Agreement (Crescent Financial Corp)
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) FDIA (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Annual Base Salary due and owing under Section 4.1 3.1 on the effective date of said order, and reimbursement under Section 4.6 3.4 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of serviceservice of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 suspendedsuspended to the extent permitted by applicable law.
(c) If the Employer is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) If the FDIC is appointed receiver or conservator under Section 11(c) of the FDIA (12 U.S.C. 1821(c)) of the Employer or any depository institution controlled by the Employer, the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such receivership or conservatorship, other than any rights of the Executive that vested prior to such appointment. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(e) If the FDIC provides open bank assistance under Section 13(c) of the FDIA (12 U.S.C. 1823(c)) to the Employer or any depository institution controlled by the Employer, but excluding any such assistance provided to the industry generally, the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such assistance, other than any rights of the Executive that vested prior to the FDIC action. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(f) If the FDIC requires a transaction under Section 13(f) or 13(k) of the FDIA (12 U.S.C. 1823(f) and (k)) by the Employer or any depository institution controlled by the Employer, the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such transaction, other than any rights of the Executive that vested prior to the transaction. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(g) Notwithstanding the timing for the payment of any severance amounts described in Sections 4.2 and 4.3, no such payments shall be made or commence, as applicable, that require the concurrence or consent of the appropriate federal banking agency of the Employer pursuant to 12 C.F.R. Section 359 or otherwise prior to the receipt of such concurrence or consent. Any payments suspended by operation of this Section 4.6(g) shall be paid as a lump sum on the earliest date at which the Company reasonably anticipates that the making of the payment will not cause a violation of applicable law and following receipt of the concurrence or consent of the appropriate federal banking agency of the Employer or as otherwise directed by such federal banking agency and strictly in accordance with Section 409A of the Code.
(h) All obligations under this Agreement shall be terminatedare further subject to such conditions, except restrictions, limitations and forfeiture provisions as may separately apply pursuant to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer (i) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in 13(c) of the FDIA; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such actionany applicable state banking laws.
Appears in 4 contracts
Sources: Employment Agreement (Community First Inc), Employment Agreement (Community First Inc), Employment Agreement (Community First Inc)
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the EmployerBank’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer Bank under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the EmployerBank’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer Bank under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer Bank shall (i) pay the 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 the Employer Bank is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract Agreement is necessary for the continued operation of the Employer Bank (i1) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) FDIC or his her or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer Bank under the authority contained in 13(c) of the FDIA; or (ii2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer Bank when the Employer Bank is determined by the Director to be in an unsafe and unsound condition. Any rights .
(e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to any provision herein in contravention of the Executive that requirements of Section 2[18(k)] of the FDIA (12 U.S.C. 1828(k)). In particular, the provisions pertaining to the potential for payments shall have already vested, however, shall not no force or effect as long as either the agreement concerning the potential for payments or the actual payment of such amounts would be affected by such actionconsidered a “golden parachute payment,” with the meaning of 12 C.F.R. Section 359.1(f).
Appears in 4 contracts
Sources: Employment Agreement (CoastalSouth Bancshares, Inc.), Employment Agreement (CoastalSouth Bancshares, Inc.), Employment Agreement (CoastalSouth Bancshares, Inc.)
Regulatory Action. (a) If the Executive Employee is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as of the effective date of termination.
(b) If the Executive Employee is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 the Employer is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract Agreement is necessary for the continued operation of the Employer (i1) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) FDIC or his or her his designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in 13(c) of the FDIA; or (ii2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights .
(e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to any provision herein in contravention of the Executive that requirements of Section 2[18(k)] of the FDIA (12 U.S.C. 1828(k)). In particular, the provisions pertaining to the potential for payments shall have already vested, however, shall not no force or effect as long as either the agreement concerning the potential for payments or the actual payment of such amounts would be affected by such actionconsidered a “golden parachute payment,” with the meaning of 12 C.F.R. Section 359.1(f).
Appears in 3 contracts
Sources: Change in Control Severance Agreement (Southern National Bancorp of Virginia Inc), Change in Control Severance Agreement (Southern National Bancorp of Virginia Inc), Change in Control Severance Agreement (Southern National Bancorp of Virginia Inc)
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 the Employer is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract Agreement is necessary for the continued operation of the Employer (i1) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) FDIC or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in 13(c) of the FDIA; or (ii2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights .
(e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to any provision herein in contravention of the Executive that requirements of Section 2[18(k)] of the FDIA (12 U.S.C. 1828(k)). In particular, the provisions pertaining to the potential for payments shall have already vested, however, shall not no force or effect as long as either the agreement concerning the potential for payments or the actual payment of such amounts would be affected by such actionconsidered a “golden parachute payment,” with the meaning of 12 C.F.R. Section 359.1(f).
Appears in 2 contracts
Sources: Employment Agreement (Colony Bankcorp Inc), Employment Agreement (Colony Bankcorp Inc)
Regulatory Action. (a) Notwithstanding any other provisions of this Agreement:
a. If the Executive is removed suspended and/or permanently temporarily prohibited from participating in the conduct of the EmployerBank’s affairs by an order issued a notice served under Section 8(e)(48(e)(3) or 8(g)(l(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (), 12 U.S.C. 1818(e)(4) and (g)(l)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l) of the FDIA (12 U.S.C. § 1818(e)(3) and (g)(l)g)(1), all the Bank’s obligations of the Employer under this Agreement shall be suspended as of the date of service, service of such notice unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and or (ii) reinstate (in whole or in part) any of its obligations which were suspended.;
(c) b. If the Employer Executive is removed and/or permanently prohibited from participating in the conduct of the affairs of a depository institution by an order issued under Section 8(e)(4) or (g)(1) of FDIA, 12 U.S.C. 1818(e)(4) and (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;
c. If the Bank is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations of the Bank under this Agreement shall terminate as of the date of default, but the this provision shall not affect any vested rights of the parties shall not be affected.contracting parties; and
(d) d. All obligations of the Bank under this Agreement shall be terminated, except to the extent a determination is made determined that continuation of the contract this Agreement is necessary for the continued operation of the Employer Bank: (i) by the director Office of the Federal Deposit Insurance Corporation Comptroller of the Currency (the “FDICOCC”) or his or her designee (the “Director”)designee, at the time the FDIC Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Employer Bank under the authority contained in Section 13(c) of the FDIA; or (ii) by the DirectorOCC, at the time the Director OCC approves a supervisory merger to resolve problems related to operation of the Employer Bank or when the Employer Bank is determined by the Director OCC to be in an unsafe and or unsound condition. Any rights of the Executive parties that have already vested, however, shall not be affected by any such action.
Appears in 2 contracts
Sources: Merger Agreement (Jefferson Bancshares Inc), Merger Agreement (HomeTrust Bancshares, Inc.)
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Annual Base Salary due and owing under Section 4.1 3.1 on the effective date of said order, and reimbursement under Section 4.6 3.5 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 the Employer is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer (i1) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in Section 13(c) of the FDIA; or (ii2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action.
(e) All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state banking laws.
Appears in 1 contract
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs of the Holding Company or the Bank by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer Bank under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 4.5 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs of the Holding Company or the Bank by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer Bank under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer Bank shall (i) pay the 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 the Employer Bank is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer Bank (i) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer Bank under the authority contained in 13(c) of the FDIA; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer Bank when the Employer Bank is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action.
Appears in 1 contract
Sources: Employment Agreement (Atlantic Southern Financial Group, Inc.)
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) FDIA (12 U.S.C. Sections 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Annual Base Salary due and owing under Section 4.1 3.1 on the effective date of said order, and reimbursement under Section 4.6 3.7 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. Sections 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 suspendedsuspended to the extent permitted by applicable law.
(c) If the Employer is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer (i) by the director of If the Federal Deposit Insurance Corporation (the “FDIC”) is appointed receiver or his conservator under Section 11(c) of the FDIA (12 U.S.C. Section 1821(c)) of the Employer or her designee (any depository institution controlled by the “Director”)Employer, at the time Employer shall have the FDIC enters into an agreement right to provide assistance to or on behalf terminate all obligations of the Employer under the authority contained in 13(c) this Agreement as of the FDIA; date of such receivership or (ii) by the Directorconservatorship, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any other than any rights of the Executive that vested prior to such appointment. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(e) If the FDIC provides open bank assistance under Section 13(c) of the FDIA (12 U.S.C. Section 1823(c)) to the Employer or any depository institution controlled by the Employer, but excluding any such assistance provided to the industry generally, the Employer shall have already vestedthe right to terminate all obligations of the Employer under this Agreement as of the date of such assistance, howeverother than any rights of the Executive that vested prior to the FDIC action. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(f) If the FDIC requires a transaction under Section 13(f) or 13(k) of the FDIA (12 U.S.C. Sections 1823(f) and (k)) by the Employer or any depository institution controlled by the Employer, the Employer shall not have the right to terminate all obligations of the Employer under this Agreement as of the date of such transaction, other than any rights of the Executive that vested prior to the transaction. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be affected by subject to such actionmodifications that are consistent with the authority of the FDIC.
(g) Notwithstanding the timing for the payment of any severance amount described in Section 4.2, no such payments shall be made or commence, as applicable, that require the concurrence or consent of the appropriate federal banking agency of the Employer pursuant to 12 C.F.R. Section 359 prior to the receipt of such concurrence or consent.
(h) All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state banking laws.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Nicolet Bankshares Inc)
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) FDIA (12 U.S.C. Sections 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Annual Base Salary due and owing under Section 4.1 3.1 on the effective date of said order, and reimbursement under Section 4.6 3.7 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. Sections 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 suspendedsuspended to the extent permitted by applicable law.
(c) If the Employer is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer (i) by the director of If the Federal Deposit Insurance Corporation (the “FDIC”) is appointed receiver or his conservator under Section 11(c) of the FDIA (12 U.S.C. Section 1821(c)) of the Employer or her designee (any depository institution controlled by the “Director”)Employer, at the time Employer shall have the FDIC enters into an agreement right to provide assistance to or on behalf terminate all obligations of the Employer under the authority contained in 13(c) this Agreement as of the FDIA; date of such receivership or (ii) by the Directorconservatorship, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any other than any rights of the Executive that vested prior to such appointment. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(e) If the FDIC provides open bank assistance under Section 13(c) of the FDIA (12 U.S.C. Section 1823(c)) to the Company or any depository institution controlled by the Company, but excluding any such assistance provided to the industry generally, the Employer shall have already vestedthe right to terminate all obligations of the Employer under this Agreement as of the date of such assistance, howeverother than any rights of the Executive that vested prior to the FDIC action. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(f) If the FDIC requires a transaction under Section 13(f) or 13(k) of the FDIA (12 U.S.C. Sections 1823(f) and (k)) by the Company or any depository institution controlled by the Company, the Employer shall not have the right to terminate all obligations of the Employer under this Agreement as of the date of such transaction, other than any rights of the Executive that vested prior to the transaction. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be affected by subject to such actionmodifications that are consistent with the authority of the FDIC.
(g) Notwithstanding the timing for the payment of any severance amount described in Section 4.2, no such payments shall be made or commence, as applicable, that require the concurrence or consent of the appropriate federal banking agency of the Employer pursuant to 12 C.F.R. Section 359 prior to the receipt of such concurrence or consent.
(h) All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state banking laws.
Appears in 1 contract
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Annual Base Salary due and owing under Section 4.1 3.1 on the effective date of said order, and reimbursement under Section 4.6 3.5 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 the Employer is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer (i1) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in 13(c) of the FDIA; or (ii2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action.
(e) All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state banking laws.
Appears in 1 contract
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s or Company’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Company or the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 3.1 on the effective date of said order, and reimbursement under Section 4.6 3.4 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Company’s or the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer Company or the Employer, as applicable, under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company and the Employer shall (i) pay the 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 the Employer is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Company or the Employer (i) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in 13(c) of the FDIA; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Company or the Employer when the Company or the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action.
Appears in 1 contract
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(I)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Annual Base Salary due and owing under Section 4.1 3.1 on the effective date of said order, and reimbursement under Section 4.6 3.4 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 the Employer is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer (il) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in 13(cB( c) of the FDIA; or (ii2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action.
(e) obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state banking laws.
Appears in 1 contract
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Annual Base Salary due and owing under Section 4.1 3.1 on the effective date of said order, and reimbursement under Section 4.6 3.6 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 suspendedsuspended to the extent permitted by applicable law.
(c) If the Employer is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) If the FDIC is appointed receiver or conservator under Section 11(c) of the FDIA (12 U.S.C. 1821(c)) of the Company or any depository institution controlled by the Company, the Company shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such receivership or conservatorship, other than any rights of the Executive that vested prior to such appointment. To the extent the Company is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(e) If the FDIC provides open bank assistance under Section 13(c) of the FDIA (12 U.S.C. 1823(c)) to the Company or any depository institution controlled by the Company, but excluding any such assistance provided to the industry generally, the Company shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such assistance, other than any rights of the Executive that vested prior to the FDIC action. To the extent the Company is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(f) If the FDIC requires a transaction under Section 13(f) or 13(k) of the FDIA (12 U.S.C. 1823(f) and (k)) by the Company or any depository institution controlled by the Company, the Company shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such transaction, other than any rights of the Executive that vested prior to the transaction. To the extent the Company is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(g) All obligations under this Agreement shall be terminatedare further subject to such conditions, except restrictions, limitations and forfeiture provisions as may separately apply pursuant to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer (i) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in 13(c) of the FDIA; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such actionany applicable national banking laws.
Appears in 1 contract
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) FDIA (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 4.3 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 the Employer is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer (i) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in 13(c) of the FDIA; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action.
Appears in 1 contract
Regulatory Action. The following provisions shall be applicable to the parties to the extent that they are required to be included in agreements between a savings association and its employees pursuant to Section 563.39(b) of the Regulations Applicable to All Savings Associations, 12 C.F.R. §563.39(b), or any successor thereto, and shall be controlling in the event of a conflict with any other provision of this Agreement.
(a) If the Executive is removed and/or permanently prohibited suspended from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(l)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended office and/or temporarily prohibited from participating in the conduct of the Employer’s Employers’ affairs by a pursuant to notice served under Section 8(e)(3) or 8(g)(lSection 8(g)(1) of the FDIA Federal Deposit Insurance Act (12 “FDIA”)(12 U.S.C. §§1818(e)(3) and (g)(l1818(g)(1)), all the Employers’ obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall Employers may, in their discretion: (i) pay the Executive all or part of the compensation withheld while its contract their obligations under this Agreement were suspended suspended, and (ii) reinstate (in whole or in part) any of its their obligations which were suspended.
(b) If the Executive is removed from office and/or permanently prohibited from participating in the conduct of the Employers’ affairs by an order issued under Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C. §§1818(e)(4) and (g)(1)), all obligations of the Employers under this Agreement shall terminate as of the effective date of the order, but vested rights of the Executive and the Employers as of the date of termination shall not be affected.
(c) If the Employer ESB Bank is in default (default, as defined in Section 3(x)(l3(x)(1) of the FDIAFDIA (12 U.S.C. §1813(x)(1), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties Executive and the Employers as of the date of termination shall not be affected.
(d) All obligations under this Agreement shall be terminated, terminated pursuant to 12 C.F.R. §563.39(b)(5) (except to the extent a determination that it is made determined that continuation of the contract is necessary Agreement for the continued operation of the Employer Employers is necessary): (i) by the director Director of the OTS, or his/her designee, at the time the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Employer ESB Bank under the authority contained in Section 13(c) of the FDIAFDIA (12 U.S.C. §1823(c)); or (ii) by the DirectorDirector of the OTS, or his/her designee, at the time the Director or his/her designee approves a supervisory merger to resolve problems related to operation of the Employer ESB Bank or when the Employer ESB Bank is determined by the Director of the OTS to be in an unsafe and or unsound condition. Any , but vested rights of the Executive that have already vested, however, and the Employers as of the date of termination shall not be affected by such actionaffected.
Appears in 1 contract
Regulatory Action. Notwithstanding any other provisions of this Agreement:
(a1) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(l)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as of the effective date of termination.
(b) If the Executive Employee is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs of a depositary institution by a notice served under Section 8(e)(3section 8 (e)(3) or 8(g)(l(g)(1) of the FDIA Federal Deposit Insurance Act (12 U.S.C. 1818(e)(31818 (e)(3) and (g)(lg)(1)), all ) the Company's obligations of under the Employer under this Agreement contract shall be suspended as of the date of service, service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall Company may in its discretion (i) pay the Executive Employee 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 obligations which were suspended.
(c2) If the Employer Employee is removed and/or permanently prohibited from participating in the conduct of the affairs of a depository institution by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act ("FDIA"), 12 U.S.C. [SECTION] 1818(e)(4) and (g)(1), all obligations of the Company under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected;.
(3) If the Bank is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default, but the this provision shall not affect any vested rights of the parties shall not be affected.contracting parties; and
(d4) All obligations of the Company under this Agreement shall be terminated, except to the extent a determination is made determined that continuation of the contract this Agreement is necessary for the continued operation of the Employer Bank: (i) by the director Director of the Office of Thrift Supervision (the "Director") or his or her designee, at the time the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer Bank under the authority contained in Section 13(c) of the FDIA; or (ii) by the DirectorDirector or his or her designee, at the time the Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Employer Bank or when the Employer Bank is determined by the Director to be in an unsafe and or unsound condition. Any rights of the Executive parties that have already vested, however, shall not be affected by any such action.
Appears in 1 contract
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Annual Base Salary due and owing under Section 4.1 3.1 on the effective date of said order, and reimbursement under Section 4.6 3.4 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 the Employer is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer (i1) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in 13(c) of the FDIA; or (ii2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action.
(e) All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state banking laws.
Appears in 1 contract
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the EmployerBank’s affairs by an order issued under Section 8(e)(4) or 8(g)(l8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) FDIA (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of the Employer Bank under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 subsection 3(a) on the effective date of said order, and reimbursement under Section 4.6 subsection 3(f) of expenses incurred as of the effective date of termination. Additionally, as of the effective date of such order, the non-competition provisions contained in subsections 9(a), (b), and (c) of this Agreement shall cease to apply to the Executive.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the EmployerBank’s affairs by a notice served under Section 8(e)(3) or 8(g)(l8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(lg)(1)), all obligations of the Employer Bank under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer Bank shall (i) pay the 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 to the extent permitted by applicable law. During the period under which the Bank’s obligations under this Agreement are suspended, the non-competition provisions contained in subsections 9(a), (b), and (c) shall cease to apply to the Executive; provided, however, that in the event the charges in the notice are dismissed and Executive remains employed by the Bank, such non-competition provisions in subsections 9(a), (b), and (c) shall be reinstated.
(c) If the Employer Bank is in default (as defined in Section 3(x)(l3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Employer (i) by the director of If the Federal Deposit Insurance Corporation (the “FDIC”) is appointed receiver or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer conservator under the authority contained in 13(cSection 11(c) of the FDIA; FDIA (12 U.S.C. 1821(c)) of the Bank or (ii) any depository institution controlled by the DirectorBank, at the time Bank shall have the Director approves a supervisory merger right to resolve problems related to operation terminate all obligations of the Employer when Bank under this Agreement as of the Employer is determined by the Director to be in an unsafe and unsound condition. Any date of such receivership or conservatorship, other than any rights of the Executive that vested prior to such appointment. To the extent the Bank is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(e) If the FDIC provides open bank assistance under Section 13(c) of the FDIA (12 U.S.C. 1823(c)) to the Bank or any Affiliate, but excluding any such assistance provided to the industry generally, the Bank shall have already vestedthe right to terminate all obligations of the Bank under this Agreement as of the date of such assistance, howeverother than any rights of the Executive that vested prior to the FDIC action. To the extent the Bank is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.
(f) If the FDIC requires a transaction under Section 13(f) or 13(k) of the FDIA (12 U.S.C. 1823(f) and (k)) by the Bank or any Affiliate, the Bank shall not have the right to terminate all obligations of the Bank under this Agreement as of the date of such transaction, other than any rights of the Executive that vested prior to the transaction. To the extent the Bank is or encompasses a depository institution, any vested rights of the Executive may be affected by subject to such actionmodifications that are consistent with the authority of the FDIC.
(g) All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state banking laws.
Appears in 1 contract
Sources: Executive Employment Agreement (Crescent Financial Corp)
Regulatory Action. (a) Notwithstanding any other provision of this Agreement to the contrary, this Section 6 shall apply at all times, during the Term of this Agreement.
(b) If the Executive Employee is suspended and/or temporarily prohibited from participating in the conduct of the affairs of the Bank by a notice served under 12 U.S.C. ss. 1818(e)(3) and (g)(1), the Bank's obligations to the Employee under this Agreement shall be suspended as of the date of such service unless stayed by appropriate proceedings. If the charges in such notice are dismissed, the Bank shall (i) pay the Employee all of the compensation payable under this Agreement which was withheld while the Bank's obligations under this Agreement were so suspended, and (ii) reinstate in whole any of its obligations to the Employee which were suspended.
(c) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Employer’s Bank's affairs by an order issued under Section 8(e)(412 U.S.C. ss. 1818(e)(4) or 8(g)(l) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(l)g)(1), all obligations of the Employer Bank to the Employee under this Agreement shall terminate, terminate as of the effective date of such the order, except for other than vested rights of the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred parties accrued as of the such effective date of terminationdate, which shall not be affected.
(bd) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(l) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(l)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 the Employer Bank is in default (as defined in Section 3(x)(lsection 3(x)(1) of the FDIAFederal Deposit Insurance Act), all obligations of the Bank under this Agreement shall terminate as of the date of such default, but the this Section 6(d) shall not affect any vested rights of the parties shall not be affectedEmployee accrued as of such date of default.
(de) All obligations of the Bank under this Agreement shall be terminated, except to the extent a determination it is made determined that continuation of the contract Agreement is necessary for to the continued operation of the Employer Bank, (i) by the director Regional Director of the Federal Deposit Insurance Corporation (the “FDIC”) Office of Thrift Supervision or his or her designee (the “"Director”), ") at the time the FDIC Federal Deposit Insurance Corporation or Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Employer Bank under the authority contained in Section 13(c) of the FDIAFederal Deposit Insurance Act; or (ii) by the Director, Director at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer Bank or when the Employer Bank is determined by the Director to be in an unsafe and or unsound condition. Any ; provided, however, that this Section 6(e) shall not affect any vested rights of the Executive that have already vested, however, shall not be affected by Employee accrued as of such actiondate of termination.
(f) Any payments made to the Employee pursuant to this Agreement or otherwise are subject to and conditioned upon their compliance with 12 ▇.▇.▇.▇▇. 1828(k) and any regulations promulgated thereunder.
Appears in 1 contract
Sources: Special Termination Agreement (Flushing Financial Corp)
Regulatory Action. (a) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s 's affairs by an order issued under Section 8(e)(4) or 8(g)(l) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(l)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Base Salary due and owing under Section 4.1 on the effective date of said order, and reimbursement under Section 4.6 of expenses incurred as of the effective date of termination.
(b) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s 's affairs by a notice served under Section 8(e)(3) or 8(g)(l) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(l)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall (i) pay the 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 the Employer is in default (as defined in Section 3(x)(l) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.
(d) All obligations under this Agreement shall be bc terminated, except to the extent a determination is made that continuation of the contract Agreement is necessary for the continued operation of the Employer (il) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) FDIC or his or her designee (the “"Director”"), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in 13(c) of the FDIA; or (ii2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights .
(e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to any provision herein in contravention of the Executive that requirements of Section of the FDIA (12 U.S.C. 1828(k)). In particular, the provisions pertaining to the potential for payments shall have already vested, however, shall not no force or effect as long as either the agreement concerning the potential for payments or the actual payment of such amounts would be affected by such action.considered a "golden parachute payment," with the meaning of 12 C.F.R. Section 359.1
Appears in 1 contract