Common use of Regulatory Intervention Clause in Contracts

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of Bancshares under this Agreement are subject to the following terms and conditions: (a) If the Officer 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 (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. §1818(e)(3) and (g)(1)), the Bank’s obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Bank’s obligations, as applicable, which were suspended, shall be reinstated. (b) If Officer 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 (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. §1818(e)(4) and (g)(1)), all obligations of Bancshares, as applicable, under this Agreement shall terminate as of the effective date of the order. (c) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. §1813(x)(1)), all obligations of Bancshares under this Agreement shall terminate as of the date of default. (d) All obligations of Bancshares under this Agreement shall be terminated, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the Bank, if so ordered by the North Carolina Commissioner of Banks (the “Commissioner”) at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act (12 U.S.C §1823(c)), or if so ordered by the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Commissioner to be in an unsafe or unsound condition. (e) With regard to the provisions of this Section 6(a) through (d): (i) Bancshares agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit Bancshares to resume its obligations to pay compensation hereunder, Bancshares will promptly make such payment hereunder; and (iii) During any period of suspension under Section 6(a), the vested rights of Officer shall not be affected except to the extent precluded by such notice. (f) Bancshares’ obligations to provide compensation or other benefits to Officer under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. §1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by Bancshares under this Agreement are so prohibited or limited.