Discretionary Shares. The Company may (as determined by the Board, or a committee thereof designated to make such determination, in its sole discretion) grant to Executive, at the end of each calendar year, including the Stub Period, an additional amount the Fair Market Value of which is equal to up to one-third (1/3) of Executive’s annual compensation for such year, in restricted shares of Common Stock, with the Fair Market Value of such shares determined on the date of grant; provided, however, that no such shares shall be granted unless Executive remains employed by the Company, without notice of termination of his employment or this Agreement by either Party for any reason, through the date on which any such grant is due to be made. For purposes of this Section 1.05(c), “annual compensation” shall have the meaning as set forth in the Interim Final Rule, as may be amended from time to time, including pursuant to any final rule. The “Interim Final Rule” shall mean the interim final rule promulgated pursuant to section 101(a)(1), 101(c)(5) and 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, which was published by the Department of the Treasury on June 15, 2009. Any such granted restricted shares shall vest (as determined by the Board, or a committee thereof designated to make such determination, in its sole discretion) in accordance with performance goals (which performance goals shall be determined by the Board or such committee after consultation with the Executive and shall be reasonably achievable without excessive risk taking in the context of the Company’s business plan approved by the Board or such committee after consultation with the Executive) and continued substantial service by Executive as set forth in the grant agreement evidencing each such award and, until the Company is no longer subject to the Troubled Asset Relief Program under the Emergency Economic Stabilization Act of 2008, including the Interim Final Rule and any other rules and regulations thereunder, as amended (the “TARP Requirements”), shall be subject to all applicable TARP restrictions, including, without limitation, a minimum two (2) year vesting requirement from the date of grant as set forth in the Interim Final Rule, as may be amended from time to time, including pursuant to any final rule.
Discretionary Shares. At any time during the Term, the Board may grant to Executive such other and further shares of the Company’s common stock as the Board, in the sole discretion of the Board, determines appropriate.
Discretionary Shares. The Company shall grant to Executive, at the end of each calendar year of the Term, an additional amount the Fair Market Value of which is equal to $600,000.00 (pro-rated for any partial calendar year during the Term), but in no event in excess of one-third (1/3) of Executive’s annual compensation for such year, in restricted shares of Common Stock, with the Fair Market Value of such shares
Discretionary Shares except to the extent of any rights under the Employment Agreement that are not terminated by this Agreement. Notwithstanding the foregoing, this release shall not affect (a) any rights Executive may have in any Company or Bank retirement or savings plans, including the Plan, or any medical or dental or other welfare plan in which Executive is participating as of the Separation Date, (b) Executive's eligibility for indemnification in accordance with the Employment Agreement, the organizational documents of the Company and its subsidiaries, or applicable laws, or under any applicable insurance policy, with respect to any liability Executive incurred or incurs in his capacity as a director, officer or employee of the Company, the Bank or any affiliate of either or (c) any right Executive may have to obtain contribution as permitted by law in the event of entry of judgment against Executive as a result of any act or failure to act for which Executive and any of the Released Parties are jointly liable. This release provision shall not release Executive's rights under this Agreement.
Discretionary Shares. The Bank shall grant to Executive, at the end of each calendar year of the Term, an additional amount, the Fair Market Value of which is equal to $600,000.00 (pro-rated for any partial calendar year during the Term), in restricted shares of Common Stock, with the Fair Market Value of such shares determined on the date of grant; provided, however, that no such shares shall be granted unless Executive remains employed by the Bank, without notice of termination of his employment or this Agreement by either Party for any reason, through the date on which any such grant is due to be made. Any such granted restricted shares shall vest (as determined by the Board, or a committee thereof designated to make such determination, in its sole discretion) in accordance with performance goals (which performance goals shall be determined by the Board or such committee after consultation with the Executive and shall be reasonably achievable without excessive risk taking in the context of the Bank's business plan approved by the Board or such committee after consultation with the Executive) and continued substantial service by Executive.
Discretionary Shares. The Company may (as determined by the Board, or a committee thereof designated to make such determination, in its sole discretion) grant to Executive, at the end of each calendar year, including the Stub Period, an additional amount the Fair Market Value of which is equal to up to one-third (1/3) of Executive’s
