Common use of Regulatory Action Clause in Contracts

Regulatory Action. (a) If Executive is removed and/or permanently prohibited from participating in the conduct of Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(l)), all obligations of Employer under this Agreement shall terminate, as of the effective date of such order. (b) If Executive is suspended and/or temporarily prohibited from participating in the conduct of Bank’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 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, Employer shall reinstate (in whole or in part) any of its obligations which were suspended. (c) If Bank 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. LEGAL02/43757235v4 (d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of Bank (1) by the director of 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 Bank under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Bank when Bank is determined by the Director to be in an unsafe and unsound condition.

Regulatory Action. (a) If Executive Employee is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of Employer the Bank under this Agreement shall terminate, as of the effective date of such order. (b) If Executive Employee is suspended and/or temporarily prohibited from participating in the conduct of the Bank’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 Employer the 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, Employer the Bank shall reinstate (in whole or in part) any of its obligations which were suspended. (c) If the 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. LEGAL02/43757235v4. (d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of the Bank (1) by the director of the 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 Bank under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Bank when the Bank is determined by the Director to be in an unsafe and unsound condition.

Regulatory Action. (a) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of Employer the Bank under this Agreement shall terminate, as of the effective date of such order. (b) If Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank’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 Employer the 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, Employer the Bank shall reinstate (in whole or in part) any of its obligations which were suspended. (c) If the 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. LEGAL02/43757235v4. (d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of the Bank (1) by the director of the 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 Bank under the authority contained in Section 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Bank when the 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 payments suspended by operation of this Section 12(e) shall be paid as a lump sum within thirty (30) days following receipt of the concurrence or consent of the appropriate federal banking agency of the Bank or as otherwise directed by such federal 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.

Regulatory Action. (a) If Executive is removed and/or permanently prohibited from participating in the conduct of Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(18(g)(l) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(l)), all obligations of Employer under this Agreement shall terminate, as of the effective date of such order. (b) If Executive is suspended and/or temporarily prohibited from participating in the conduct of Bank’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 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, Employer shall reinstate (in whole or in part) any of its obligations which were suspended. (c) If Bank 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. LEGAL02/43757235v4. (d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of Bank (1( l) by the director of 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 Bank under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Bank when Bank is determined by the Director to be in an unsafe and unsound condition.

Regulatory Action. (a) If Executive is removed and/or permanently prohibited from participating in the conduct of Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(18(g)(l) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of Employer under this Agreement shall terminate, as of the effective date of such order. (b) If Executive is suspended and/or temporarily prohibited from participating in the conduct of Bank’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 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, Employer shall reinstate (in whole or in part) any of its obligations which were suspended. (c) If 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. LEGAL02/43757235v4. (d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of Bank (1) by the director of 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 Bank under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Bank when Bank is determined by the Director to be in an unsafe and unsound condition.

Regulatory Action. (a) If Executive is removed and/or permanently prohibited from participating in the conduct Notwithstanding any other provisions of Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(l)), all obligations of Employer under this Agreement shall terminate, as of the effective date of such order.Agreement: (b) a. If Executive is suspended and/or temporarily prohibited from participating in the conduct of Bank’s affairs by a notice served under Section 8(e)(3) or 8(g)(l(g)(1) of the FDIA Federal Deposit Insurance Act (“FDIA”), 12 U.S.C. § 1818(e)(3) and (g)(l)g)(1), all the Bank’s obligations of 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, Employer shall the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended or (ii) reinstate (in whole or in part) any of its obligations which were suspended.; b. If the 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 (cg)(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. LEGAL02/43757235v4, but this provision shall not affect any vested rights of the 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 this Agreement is necessary for the continued operation of Bank the Bank: (1i) by the director Comptroller of the FDIC Currency or his or her designee (the designee(the “DirectorOCC”)) , at the time the FDIC Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (2ii) by the DirectorOCC, at the time the Director OCC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director OCC to be in an unsafe and or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by any such action.

Regulatory Action. (a) If Executive is removed and/or permanently prohibited from participating in the conduct of Bankthe Employer’s affairs by an order issued under Section 8(e)(4) or 8(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. (b) If Executive is suspended and/or temporarily prohibited from participating in the conduct of Bankthe 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 reinstate (in whole or in part) any of its obligations which were suspended. (c) If Bank 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. LEGAL02/43757235v4. (d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of Bank the Employer (1) by the director of the 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 Bank the Employer under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Bank the Employer when Bank the Employer is determined by the Director to be in an unsafe and unsound condition. (e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to any provision herein in contravention of the 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 no force or effect as long as either the agreement concerning the potential for payments or the actual payment of such amounts would be considered a “golden parachute payment,” with the meaning of 12 C.F.R. Section 359.1(f).

Regulatory Action. (a) If Executive is removed and/or permanently prohibited from participating in the conduct of Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(18(g)(l) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(l)), all obligations of Employer under this Agreement shall terminate, as of the effective date of such order. (b) If Executive is suspended and/or temporarily prohibited from participating in the conduct of Bank’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 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, Employer shall reinstate (in whole or in part) any of its obligations which were suspended.. LEGAL02/43756997v5 (c) If Bank 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. LEGAL02/43757235v4. (d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of Bank (1) by the director of 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 Bank under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Bank when Bank is determined by the Director to be in an unsafe and unsound condition.

Regulatory Action. ​ (a) If Executive Employee is removed and/or permanently prohibited from participating in the conduct of Bankthe Employer’s affairs by an order issued under Section 8(e)(4) or 8(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.. ​ (b) If Executive Employee is suspended and/or temporarily prohibited from participating in the conduct of Bankthe 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 reinstate (in whole or in part) any of its obligations which were suspended.. ​ (c) If Bank 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. LEGAL02/43757235v4. (d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of Bank the Employer (1) by the director of the 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 Bank the Employer under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Bank the Employer when Bank the Employer is determined by the Director to be in an unsafe and unsound condition. (e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to any provision herein in contravention of the 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 no force or effect as long as either the agreement concerning the potential for payments or the actual payment of such amounts would be considered a “golden parachute payment,” with the meaning of 12 C.F.R. Section 359.1(f).

Regulatory Action. (a) If Executive is removed and/or permanently prohibited from participating in the conduct of BankEmployer’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of Employer under this Agreement shall terminate, as of the effective date of such order. (b) If Executive is suspended and/or temporarily prohibited from participating in the conduct of BankEmployer’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 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, Employer shall reinstate (in whole or in part) any of its obligations which were suspended. (c) If Bank 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. LEGAL02/43757235v4. (d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of Bank Employer (1) by the director of 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 Bank Employer under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Bank Employer when Bank Employer is determined by the Director to be in an unsafe and unsound condition.

Regulatory Action. (a) If Executive Employee is removed and/or permanently prohibited from participating in the conduct of BankEmployer’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of Employer under this Agreement shall terminate, as of the effective date of such order. (b) If Executive Employee is suspended and/or temporarily prohibited from participating in the conduct of BankEmployer’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 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 reinstate (in whole or in part) any of its obligations which were suspended. (c) If Bank 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. LEGAL02/43757235v4. (d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of Bank the Employer (1) by the director of the 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 Bank Employer under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Bank Employer when Bank Employer is determined by the Director to be in an unsafe and unsound condition. (e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to any provision herein in contravention of the 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 no force or effect as long as either the agreement concerning the potential for payments or the actual payment of such amounts would be considered a “golden parachute payment,” with the meaning of 12 C.F.R. Section 359.1(f). [Signatures on following page]

Regulatory Action. (a) If Executive is removed and/or permanently prohibited from participating in the conduct of Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal LEGAL02/43756812v5 Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of Employer under this Agreement shall terminate, as of the effective date of such order. (b) If Executive is suspended and/or temporarily prohibited from participating in the conduct of Bank’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 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, Employer shall reinstate (in whole or in part) any of its obligations which were suspended. (c) If 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. LEGAL02/43757235v4. (d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of Bank (1) by the director of 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 Bank under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Bank when Bank is determined by the Director to be in an unsafe and unsound condition.

Regulatory Action. (a) If Executive Employee is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(lg)(1)), all obligations of Employer the Bank under this Agreement shall terminate, as of the effective date of such order. (b) If Executive Employee is suspended and/or temporarily prohibited from participating in the conduct of the Bank’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 Employer the 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, Employer the Bank shall reinstate (in whole or in part) any of its obligations which were suspended. (c) If the 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. LEGAL02/43757235v4. (d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of the Bank (1) by the director of 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 Bank under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Bank when the Bank is determined by the Director to be in an unsafe and unsound condition.