Common use of Amendment or Plan Termination Clause in Contracts

Amendment or Plan Termination. The Bank intends this Agreement to be permanent, but reserves the right to amend or terminate the Agreement when such amendment or termination is required due to objection to the plan by the Bank's regulatory authorities. The Agreement may not be amended or terminated without the express written consent of the parties. Any amendment or termination of the Agreement shall be made pursuant to a resolution of the Board of Directors of the Bank and shall be effective as of the date of such resolution. No amendment or termination of the Agreement shall directly or indirectly deprive the Director of all or any portion of the Director's Retirement Income Trust Fund (and Accrued Benefit Account, if applicable) as of the effective date of the resolution amending or terminating the Agreement. Notwithstanding the foregoing, if an individual Director’s agreement is subject to Code Section 409A, :the Bank may terminate this Agreement only under the following circumstances and conditions: (a) The Board of Directors may terminate the Agreement within 12 months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Agreement are included in the Director’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (b) The Board of Directors may terminate the Agreement within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Director and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. (c) The Board of Directors may terminate the Agreement provided that (i) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Proposed Regulation Section 1.409A-1(c) if the Director covered by this Agreement was also covered by any of those other arrangements are also terminated; (ii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iii) all payments are made within 24 months of the termination of the arrangements; and (iv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Proposed Regulation Section 1.409A-1(c) if the Director participated in both arrangements, at any time within five years following the date of termination of the arrangement.

Amendment or Plan Termination. The Bank intends this Agreement to be permanent, but reserves the right to amend or terminate the Agreement when such amendment or termination is required due to objection to the plan by the Bank's regulatory authorities, or in the event of a change in existing federal income tax laws which would cause this plan to create adverse tax consequences to the Bank and/or participants in the plan. The Agreement may not be amended or terminated without the express written consent However, any termination of the partiesAgreement which is done in anticipation of or pursuant to a "Change in Control", as defined in Subsection 1.9, shall be deemed to trigger Subsection 2.1(b)(2) (or 2.1(c)(2), as applicable) of the Agreement notwithstanding the Executive's continued employment, and benefit(s) shall be paid from the Retirement Income Trust Fund (and Accrued Benefit Account, if applicable) in accordance with Subsection 13.2 below and with Subsections 2.1(b)(2) (or 2.1(c)(2), as applicable). Any amendment or termination of the Agreement shall be made pursuant to a resolution of the Board of Directors of the Bank and shall be effective as of the date of such resolution. No amendment or termination of the Agreement shall directly or indirectly deprive the Director Executive of all or any portion of the DirectorExecutive's Retirement Income Trust Fund (and Accrued Benefit Account, if applicable) as of the effective date of the resolution amending or terminating the Agreement. Notwithstanding the foregoing, if an individual DirectorExecutive’s agreement is subject to Code Section 409A, :the Bank may terminate this Agreement only under the following circumstances and conditions: (a) The Board of Directors may terminate the Agreement within 12 months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (b) The Board of Directors may terminate the Agreement within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Director Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. (c) The Board of Directors may terminate the Agreement provided that (i) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Proposed Regulation Section 1.409A-1(c) if the Director Executive covered by this Agreement was also covered by any of those other arrangements are also terminated; (ii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iii) all payments are made within 24 months of the termination of the arrangements; and (iv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Proposed Regulation Section 1.409A-1(c) if the Director Executive participated in both arrangements, at any time within five years following the date of termination of the arrangement.

Amendment or Plan Termination. The Bank intends this Agreement to be permanent, but reserves the right to amend or terminate the Agreement when when, in the sole opinion of the Bank, such amendment or termination is required due to objection to the plan by the Bank's regulatory authoritiesadvisable. The Agreement may not be amended or terminated without the express written consent However, any termination of the partiesAgreement which is done in anticipation of or pursuant to a “Change in Control”, as defined in Subsection 5.2, shall be deemed to trigger Subsections 5.1 and 2.1(b)(3) (or 2.1(c)(3), as applicable) of the Agreement, and benefit(s) shall be paid from the Retirement Income Trust Fund (and Accrued Benefit Account, if applicable) in accordance with such Subsections. Any amendment or termination of the Agreement shall be made pursuant to a resolution of the Board of Directors of the Bank and shall be effective as of the date of such resolution. No amendment or termination of the Agreement shall directly or indirectly deprive the Director Executive of all or any portion of the Director's Executive’s Retirement Income Trust Fund (and Accrued Benefit Account, if applicable) as of the effective date of the resolution amending or terminating the Agreement. Notwithstanding the foregoing, if an individual DirectorExecutive’s agreement is subject to Code Section 409A, :the Bank may terminate this Agreement only under the following circumstances and conditions: (a) The Board of Directors may terminate the Agreement within 12 twelve (12) months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (b) The Board of Directors may terminate the Agreement within the 30 thirty (30) days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Director Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 twelve (12) months of the date of the termination of the arrangements. (c) The Board of Directors may terminate the Agreement provided that (i) the termination and subsequent liquidation does not occur proximate to a downturn in the financial health of the Bank or Holding Company; (ii) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Proposed Treasury Regulation Section 1.409A-1(c) if the Director Executive covered by this Agreement was also covered by any of those other arrangements are also terminatedterminated and liquidated; (iiiii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iiiiv) all payments are made within 24 months of the termination of the arrangements; and (ivv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Proposed Treasury Regulation Section 1.409A-1(c) if the Director Executive participated in both arrangements, at any time within five three years following the date of termination of the arrangement.

Amendment or Plan Termination. The Bank intends this Agreement to be permanent, but reserves the right to amend or terminate the Agreement when such amendment or termination is required due to objection to the plan by the Bank's ’s regulatory authorities. The Agreement may not be amended or terminated without the express written consent of the parties. Any amendment or termination of the Agreement shall be made pursuant to a resolution of the Board of Directors of the Bank and shall be effective as of the date of such resolution. No amendment or termination of the Agreement shall directly or indirectly deprive the Director of all or any portion of the Director's ’s Retirement Income Trust Fund (and Accrued Benefit Account, if applicable) as of the effective date of the resolution amending or terminating the Agreement. Notwithstanding the foregoing, if an individual Director’s agreement is subject to Code Section 409A, :the Bank may terminate this Agreement only under the following circumstances and conditions: (a) The Board of Directors may terminate the Agreement within 12 months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Agreement are included in the Director’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (b) The Board of Directors may terminate the Agreement within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Director and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. (c) The Board of Directors may terminate the Agreement provided that (i) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Proposed Regulation Section 1.409A-1(c) if the Director covered by this Agreement was also covered by any of those other arrangements are also terminated; (ii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iii) all payments are made within 24 months of the termination of the arrangements; and (iv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Proposed Regulation Section 1.409A-1(c) if the Director participated in both arrangements, at any time within five years following the date of termination of the arrangement.

Amendment or Plan Termination. The Bank intends this Agreement to be permanent, but reserves the right to amend or terminate the Agreement when such amendment or termination is required due to objection to the plan by the Bank's regulatory authorities, or in the event of a change in existing federal income tax laws which would cause this plan to create adverse tax consequences to the Bank and/or 28 participants in the plan. The Agreement may not be amended or terminated without the express written consent However, any termination of the partiesAgreement which is done in anticipation of or pursuant to a "Change in Control", as defined in Subsection 1.9, shall be deemed to trigger Subsection 2.1(b)(2) (or 2.1(c)(2), as applicable) of the Agreement notwithstanding the Executive's continued employment, and benefit(s) shall be paid from the Retirement Income Trust Fund (and Accrued Benefit Account, if applicable) in accordance with Subsection 13.2 below and with Subsections 2.1(b)(2) (or 2.1(c)(2), as applicable). Any amendment or termination of the Agreement shall be made pursuant to a resolution of the Board of Directors of the Bank and shall be effective as of the date of such resolution. No amendment or termination of the Agreement shall directly or indirectly deprive the Director Executive of all or any portion of the DirectorExecutive's Retirement Income Trust Fund (and Accrued Benefit Account, if applicable) as of the effective date of the resolution amending or terminating the Agreement. Notwithstanding the foregoing, if an individual DirectorExecutive’s agreement is subject to Code Section 409A, :the Bank may terminate this Agreement only under the following circumstances and conditions: (a) The Board of Directors may terminate the Agreement within 12 months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (b) The Board of Directors may terminate the Agreement within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Director Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. (c) The Board of Directors may terminate the Agreement provided that (i) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Proposed Regulation Section 1.409A-1(c) if the Director Executive covered by this Agreement was also covered by any of those other arrangements are also terminated; (ii) no payments other than payments 29 that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iii) all payments are made within 24 months of the termination of the arrangements; and (iv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Proposed Regulation Section 1.409A-1(c) if the Director Executive participated in both arrangements, at any time within five years following the date of termination of the arrangement.

Amendment or Plan Termination. The Bank intends this Agreement to be permanent, but reserves the right to amend or terminate the Agreement when when, in the sole opinion of the Bank, such amendment or termination is required due to objection to the plan by the Bank's regulatory authoritiesadvisable. The Agreement may not be amended or terminated without the express written consent However, any termination of the partiesAgreement which is done in anticipation of or pursuant to a “Change in Control”, as defined in Subsection 5.2, shall be deemed to trigger Subsections 5.1 and 2.1(b)(3) (or 2.1(c)(3), as applicable) of the Agreement, and benefit(s) shall be paid from the Retirement Income Trust Fund (and Accrued Benefit Account, if applicable) in accordance with such Subsections. Any amendment or termination of the Agreement shall be made pursuant to a resolution of the Board of Directors of the Bank and shall be effective as of the date of such resolution. No amendment or termination of the Agreement shall directly or indirectly deprive the Director Executive of all or any portion of the Director's Executive’s Retirement Income Trust Fund (and Accrued Benefit Account, if applicable) as of the effective date of the resolution amending or terminating the Agreement. Notwithstanding the foregoing, if an individual DirectorExecutive’s agreement is subject to Code Section 409A, :the Bank may terminate this Agreement only under the following circumstances and conditions: (a) The Board of Directors may terminate the Agreement within 12 twelve (12) months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (b) The Board of Directors may terminate the Agreement within the 30 thirty (30) days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Director Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 twelve (12) months of the date of the termination of the arrangements. (c) The Board of Directors may terminate the Agreement provided that (i) the termination and subsequent liquation dose not occur proximate to a downturn in the financial health of the Bank or Holding Company; (ii) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Proposed Treasury Regulation Section 1.409A-1(c) if the Director Executive covered by this Agreement was also covered by any of those other arrangements are also terminatedterminated and liquidated; (iiiii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iiiiv) all payments are made within 24 months of the termination of the arrangements; and (ivv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Proposed Treasury Regulation Section 1.409A-1(c) if the Director Executive participated in both arrangements, at any time within five three years following the date of termination of the arrangement.