Common use of Earning of RSUs Clause in Contracts

Earning of RSUs. The RSUs shall be earned based upon the financial performance of the Company as set forth in Exhibit A (the “Performance Targets”) during the three fiscal years commencing with the fiscal year in which the Grant Date occurs (the “Three-Year Performance Period”). The Committee shall determine whether the RSUs have been earned based upon the Performance Targets at its first meeting (the date of such meeting, the “Measurement Date”) after measurement of performance in relation to the Performance Targets is attainable for the last fiscal year of the Three-Year Performance Period, and the Company shall advise the Participant as soon as practicable thereafter of the number of RSUs that have been earned; provided, however, that no RSUs shall become earned if there exists as of the Measurement Date, as determined by the Committee, a material weakness (a “Material Weakness”) in the safety, soundness or compliance (e.g., a regulatory memorandum of understanding, or a material weakness in internal control over financial reporting) of the Company. In determining whether the RSUs have been earned based upon the Performance Targets, the Committee shall consider the effects of the following items, to the extent identified in the audited financial statements of the Company as of and for the fiscal years ended during the Three-Year Performance Period, or in the Management Discussion and Analysis section of the Company’s annual reports made available to its stockholders during the Three-Year Performance Period: (i) extraordinary, unusual or nonrecurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting principles, regulations or laws or (iv) mergers or acquisitions.

Earning of RSUs. The RSUs shall be earned based upon the financial performance of the Company or the Bank, or both (as set forth in Exhibit A (the “Performance Targets”) case may be), during the three fiscal years commencing with the fiscal year in which the Grant Date occurs (the “Three-Year Fiscal Year”) as set forth in Exhibit A (the “Performance PeriodTargets”). The Committee shall determine whether the RSUs have been earned based upon the Performance Targets at its first meeting (the date of such meeting, the “Measurement Date”) after measurement of performance in relation to the Performance Targets is attainable financial statements for the last fiscal year of Company or the Three-Year Performance PeriodBank, or both (as the case may be), are available for the Fiscal Year, and the Company shall advise the Participant as soon as practicable thereafter of the number of RSUs that have been earned; provided, however, that no RSUs shall become earned if there exists as of the Measurement Date, as determined by the Committee, a material weakness (a “Material Weakness”) in the safety, soundness or compliance (e.g., a regulatory memorandum of understanding, or a material weakness in internal control over financial reporting) of at the CompanyCompany level (with respect to RSUs to be earned based upon Company Performance Targets) or the Bank level (with respect to RSUs to be earned based upon Bank Performance Targets); provided, however, that RSUs that would have become earned on the Measurement Date but for the Material Weakness shall not be forfeited, but instead may become earned if the Material Weakness has been remediated in its entirety prior to the Vesting Date. In determining whether the RSUs have been earned based upon the Performance Targets, the Committee shall consider the effects of the following items, to the extent identified in the audited financial statements of the Company or the Bank (as of and for the fiscal years ended during the Three-Year Performance Periodcase may be), or in the Management Discussion and Analysis section of the Company’s annual reports made available report provided to its stockholders during the Three-Year Performance Periodstockholders: (i) extraordinary, unusual or nonrecurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting principles, regulations or laws or (iv) mergers or acquisitions.