Common use of CPP Limitations Clause in Contracts

CPP Limitations. (a) The Company has participated in the CPP, and the Company is required to comply with the requirements of Section 111(b) of the EESA, in accordance with the CPP Requirements. (b) Notwithstanding any other provision of this Agreement to the contrary, Employee acknowledges and understands that this Agreement shall be administered, interpreted and construed and, if applicable, benefits provided hereunder, including where applicable vesting and/or transferability, shall be limited, deferred, forfeited and/or subject to repayment to the Company in accordance with the CPP Requirements and Section 111(b) of the EESA, to the extent legally applicable with respect to Employee, as determined by the Committee in its discretion, including without limitation the clawback, the bonus prohibition and the golden parachute prohibitions thereof. (c) The Award is intended to provide a grant of TARP-compliant long-term restricted stock and shall be administered and interpreted in accordance with that intent and purpose. (d) Without any further action, this Agreement shall be automatically adjusted if necessary to reduce the number of Award Shares to the maximum number permitted for the Award, together with other awards granted to Employee in calendar year <<calendar year of grant date>> that are taken into account in determining compliance with the TARP-compliant long-term restricted stock exception to the bonus prohibition in the CPP Requirements (i.e., if the aggregate of such awards has a value in excess of the 1/3rd of annual compensation limit for TARP-compliant long-term restricted stock), to constitute TARP-compliant long-term restricted stock; and in such event the number of Award Shares which are reduced shall be immediately forfeited and excluded from the definition of Award Shares, ab initio, for all purposes of this Agreement. (e) The Committee shall have the right unilaterally to amend this Agreement to effect or document any changes or additions which in its view are necessary or appropriate to comply with the CPP Requirements and Section 111 of the EESA, including any changes or additions which in its view are necessary or appropriate to ensure that this Award constitutes TARP-compliant long-term restricted stock for purposes of the CPP Requirements.

CPP Limitations. (a) The Company has participated in the CPP, and the Company is required to comply with the requirements of Section 111(b) of the EESA, in accordance with the CPP Requirements. (b) Notwithstanding any other provision of this Agreement to the contrary, Employee the Associate acknowledges and understands that this Agreement shall be administered, interpreted and construed and, if and where applicable, benefits provided hereunder, including where applicable vesting and/or transferability, shall be limited, deferred, forfeited and/or subject to repayment to the Company in accordance with the CPP Requirements and Section 111(b) of the EESA, as amended from time to time, to the extent legally applicable with respect to Employeethe Associate, as determined by the Committee in its discretion, including without limitation the clawback, the bonus prohibition and the golden parachute prohibitions thereof. (c) The This Award is intended to provide a grant of TARP-compliant long-term restricted stock and shall be administered and interpreted in accordance with that intent and purpose. (d) Without any further action, this Agreement shall be automatically adjusted if necessary to reduce the number of Award Shares or Excess Shares to the maximum number permitted for the this Award, together with other awards granted to Employee the Associate in calendar year <<calendar year of grant dategrant>> that are taken into account in determining compliance with the TARP-compliant long-term restricted stock exception to the bonus prohibition in the CPP Requirements (i.e., if the aggregate of such awards has a value in excess of the 1/3rd of annual compensation limit for TARP-compliant long-term restricted stock), to constitute TARP-compliant long-term restricted stock; and in such event the number of Award Shares or Excess Shares which are reduced shall be immediately forfeited and excluded from the definition of Award Shares or Excess Shares, as applicable, ab initio, for all purposes of this Agreement. If the Associate receives or has received in calendar year <<year of grant>> other awards of restricted stock and/or restricted stock units also intending to constitute TARP-compliant long-term restricted stock, the reduction in Award Shares or Excess Shares required by this Paragraph shall be applied as follows: (i) any later grant of restricted stock or restricted stock units to the Associate in calendar year <<year of grant>> shall be reduced before any earlier award granted to the Associate in calendar year <<year of grant>>; and (ii) if multiple awards of restricted stock and/or restricted stock units that must be taken into account in determining compliance with the TARP-compliant long-term restricted stock exception are granted to the Associate on the same day, (A) where such awards are “Time-Based” (i.e., those vesting solely on the basis of time) awards and “Performance-Based” awards (i.e., those vesting, in whole or in part, on the basis of performance metrics), the number of Award Shares shall be reduced pro rata in each award, (B) where “Performance-Based” awards contain both Award Shares and Excess Shares in one award agreement (as this Agreement does), the maximum number of Excess Shares shall automatically be reduced by the same number as the reduction in the Award Shares before application of any of the Vesting or Excess Share issuance provisions of this Agreement (i.e., if there is a one share reduction in Award Shares, there will also be a one share reduction in the maximum number of Excess Shares that could be issued), and (C) lastly all other awards shall be reduced on a pro rata basis. (e) The Committee shall have the right unilaterally to amend this Agreement to effect or document any changes or additions which in its view are necessary or appropriate to comply with the CPP Requirements and Section 111 of the EESA, as amended from time to time, including any changes or additions which in its view are necessary or appropriate to ensure that this Award constitutes TARP-compliant long-term restricted stock for purposes of the CPP Requirements.

CPP Limitations. (a) The Company Corporation has participated in the CPP, and the Company Corporation is required to comply with the requirements of Section 111(b) of the EESA, in accordance with the CPP Requirements. (b) Notwithstanding any other provision of this Agreement to the contrary, Employee the Participant acknowledges and understands that this Agreement shall be administered, interpreted and construed and, if and where applicable, benefits provided hereunder, including where applicable vesting Vesting and/or transferability, shall be limited, deferred, forfeited and/or subject to repayment to the Company Corporation in accordance with the CPP Requirements and Section 111(b) of the EESA, as amended from time to time, to the extent legally applicable with respect to Employeethe Participant, as determined by the Committee Board of Directors in its discretion, including without limitation the clawback, the bonus prohibition and the golden parachute prohibitions thereof. (c) The Award is intended to provide a grant of TARP-compliant long-term restricted stock and shall be administered and interpreted in accordance with that intent and purpose. (d) Without any further action, this Agreement shall be automatically adjusted if necessary to reduce the number of Award Shares shares of Restricted Stock to the maximum number permitted for the Award, together with other awards granted to Employee the Participant in calendar year <<calendar year of grant date>> that are taken into account in determining compliance with the TARP-compliant long-term restricted stock exception to the bonus prohibition in the CPP Requirements (i.e., if the aggregate of such awards has a value in excess of the 1/3rd of annual compensation limit for TARP-compliant long-term restricted stock), to constitute TARP-compliant long-term restricted stock; and in such event the number of Award Shares shares of Restricted Stock which are reduced shall be immediately forfeited and excluded from the definition of Award SharesRestricted Stock, ab initio, for all purposes of this Agreement. If the Participant receives or has received in calendar year <<year of grant date>> other awards of restricted stock and/or restricted stock units also intending to constitute TARP-compliant long-term restricted stock, the reduction in the number of shares of Restricted Stock required by this Paragraph shall be applied as follows: (i) any later grant of restricted stock or restricted stock units to the Participant in calendar year <<year of grant date>> shall be reduced before any earlier award granted to the Participant in calendar year <<year of grant date>>; and (ii) if multiple awards of restricted stock and/or restricted stock units that must be taken into account in determining compliance with the TARP-compliant long-term restricted stock exception are granted to the Participant on the same day, (A) where such awards are “time-based” (i.e., those vesting solely on the basis of time) awards and “performance-based” awards (i.e., those vesting, in whole or in part, on the basis of performance metrics), the number of shares of Restricted Stock shall be reduced pro rata in each award, and (B) all other awards shall be reduced on a pro rata basis. (e) The Committee Board of Directors shall have the right unilaterally to amend this Agreement to effect or document any changes or additions which in its view are necessary or appropriate to comply with the CPP Requirements and Section 111 of the EESA, as amended from time to time, including any changes or additions which in its view are necessary or appropriate to ensure that this the Award constitutes TARP-compliant long-term restricted stock for purposes of the CPP Requirements.

CPP Limitations. (a) The Company Corporation has participated in the CPP, and the Company Corporation is required to comply with the requirements of Section 111(b) of the EESA, in accordance with the CPP Requirements. (b) Notwithstanding any other provision of this Agreement to the contrary, Employee the Participant acknowledges and understands that this Agreement shall be administered, interpreted and construed and, if and where applicable, benefits provided hereunder, including where applicable vesting Vesting and/or transferability, shall be limited, deferred, forfeited and/or subject to repayment to the Company Corporation in accordance with the CPP Requirements and Section 111(b) of the EESA, as amended from time to time, to the extent legally applicable with respect to Employeethe Participant, as determined by the Committee Board of Directors in its discretion, including without limitation the clawback, the bonus prohibition and the golden parachute prohibitions thereof. (c) The This Award is intended to provide a grant of TARP-compliant long-term restricted stock and shall be administered and interpreted in accordance with that intent and purpose. (d) Without any further action, this Agreement shall be automatically adjusted if necessary to reduce the number of Award Shares shares of Restricted Stock to the maximum number permitted for the this Award, together with other awards granted to Employee the Participant in calendar year <<calendar year of grant dateAward Date>> that are taken into account in determining compliance with the TARP-compliant long-term restricted stock exception to the bonus prohibition in the CPP Requirements (i.e., if the aggregate of such awards has a value in excess of the 1/3rd of annual compensation limit for TARP-compliant long-term restricted stock), to constitute TARP-compliant long-term restricted stock; and in such event the number of Award Shares shares of Restricted Stock which are reduced shall be immediately forfeited and excluded from the definition of Award SharesRestricted Stock, ab initio, for all purposes of this Agreement. If the Participant receives or has received in calendar year <<year of Award Date>> other awards of restricted stock and/or restricted stock units also intending to constitute TARP-compliant long-term restricted stock, the reduction in the number of shares of Restricted Stock required by this Paragraph shall be applied as follows: (i) any later grant of restricted stock or restricted stock units to the Participant in calendar year <<year of Award Date>> shall be reduced before any earlier award granted to the Participant in calendar year <<year of Award Date>>; and (ii) if multiple awards of restricted stock and/or restricted stock units that must be taken into account in determining compliance with the TARP-compliant long-term restricted stock exception are granted to the Participant on the same day, (A) where such awards are “time-based” (i.e., those vesting solely on the basis of time) awards and “performance-based” awards (i.e., those vesting, in whole or in part, on the basis of performance metrics), the number of shares of Restricted Stock shall be reduced pro rata in each award, and (B) all other awards shall be reduced on a pro rata basis. (e) The Committee Board of Directors shall have the right unilaterally to amend this Agreement to effect or document any changes or additions which in its view are necessary or appropriate to comply with the CPP Requirements and Section 111 of the EESA, as amended from time to time, including any changes or additions which in its view are necessary or appropriate to ensure that this Award constitutes TARP-compliant long-term restricted stock for purposes of the CPP Requirements.

CPP Limitations. (a) The Company has participated in the CPP, and the Company is required to comply with the requirements of Section 111(b) of the EESA, in accordance with the CPP Requirements. (b) Notwithstanding any other provision of this Agreement to the contrary, Employee the Associate acknowledges and understands that this Agreement shall be administered, interpreted and construed and, if and where applicable, benefits provided hereunder, including where applicable vesting and/or transferability, shall be limited, deferred, forfeited and/or subject to repayment to the Company in accordance with the CPP Requirements and Section 111(b) of the EESA, as amended from time to time, to the extent legally applicable with respect to Employeethe Associate, as determined by the Committee in its discretion, including without limitation the clawback, the bonus prohibition and the golden parachute prohibitions thereof. (c) The This Award is intended to provide a grant of TARP-compliant long-term restricted stock and shall be administered and interpreted in accordance with that intent and purpose. (d) Without any further action, this Agreement shall be automatically adjusted if necessary to reduce the number of Award Shares to the maximum number permitted for the this Award, together with other awards granted to Employee the Associate in calendar year <<calendar year of grant dategrant>> that are taken into account in determining compliance with the TARP-compliant long-term restricted stock exception to the bonus prohibition in the CPP Requirements (i.e., if the aggregate of such awards has a value in excess of the 1/3rd of annual compensation limit for TARP-compliant long-term restricted stock), to constitute TARP-compliant long-term restricted stock; and in such event the number of Award Shares which are reduced shall be immediately forfeited and excluded from the definition of Award Shares, ab initio, for all purposes of this Agreement. If the Associate receives or has received in calendar year <<year of grant>> other awards of restricted stock and/or restricted stock units also intending to constitute TARP-compliant long-term restricted stock, the reduction in Award Shares required by this Paragraph shall be applied as follows: (i) any later grant of restricted stock or restricted stock units to the Associate in calendar year <<year of grant>> shall be reduced before any earlier award granted to the Associate in calendar year <<year of grant>>; and (ii) if multiple awards of restricted stock and/or restricted stock units that must be taken into account in determining compliance with the TARP-compliant long-term restricted stock exception are granted to the Associate on the same day, (A) where such awards are “Time-Based” (i.e., those vesting solely on the basis of time) awards and “Performance-Based” awards (i.e., those vesting, in whole or in part, on the basis of performance metrics), the number of Award Shares shall be reduced pro rata in each award, (B) where “Performance-Based” awards contain both Award Shares and Excess Shares in one award agreement (as this Agreement does), the maximum number of Excess Shares shall automatically be reduced by the same number as the reduction in the Award Shares before application of any of the Vesting or Excess Share issuance provisions of this Agreement (i.e., if there is a one share reduction in Award Shares, there will also be a one share reduction in the maximum number of Excess Shares that could be issued), and (C) lastly all other awards shall be reduced on a pro rata basis. (e) The Committee shall have the right unilaterally to amend this Agreement to effect or document any changes or additions which in its view are necessary or appropriate to comply with the CPP Requirements and Section 111 of the EESA, as amended from time to time, including any changes or additions which in its view are necessary or appropriate to ensure that this Award constitutes TARP-compliant long-term restricted stock for purposes of the CPP Requirements.