EESA Compliance Clause Samples

EESA Compliance. Notwithstanding anything to the contrary contained herein, the Employee shall not be entitled to the payment of any severance benefit to the extent that such payment shall be deemed a “golden parachute payment” as defined in Section 359.1(f) of the Federal Deposit Insurance Corporation Rules and Regulations, or as defined in Section 111(b)(2)(C) of EESA and any authorities promulgated thereunder. Any severance benefit payable pursuant to the terms of this Agreement shall be reduced only to the extent necessary to cause all severance payments payable to the Employee by the Company to not constitute prohibited “golden parachute payments,” only to the extent necessary to comply with the above requirements.
View SourceView Similar (2)
EESA Compliance. (a) The Company has entered into agreements with the U.S. Treasury Department (“UST”) under which the Company issued preferred shares (“Preferred Shares”) and other securities to the UST as part of the Troubled Assets Relief Program Capital Purchase Program (“CPP”) established under the Emergency Economic Stabilization Act of 2008 (“EESA”). Employee may be deemed to be a highly compensated person subject to the executive compensation limitations set forth in Section 111 of EESA, has determined that the Company’s participation in the CPP is of material benefit to Employee and agrees to abide by all existing and future terms of EESA, and any regulations thereunder, restricting payment of compensation to Employee. (b) EESA imposes certain restrictions on employment agreements (including this Agreement), severance, bonus and incentive compensation, stock options and awards, and other compensation and benefit plans and arrangements (“Plans”) maintained by the Company and its affiliates and requires that such restrictions remain in place for so long as the UST holds any debt or equity securities issued by the Company. The parties hereby agree that all Plans providing benefits to Employee shall be construed and interpreted at all times that the UST maintains any debt or equity investment in the Company in a manner consistent with EESA, and all such Plans shall be deemed to have been amended as determined by the Company so as to comply with the restrictions imposed by EESA. Employee recognizes that such changes may result in the reduction or elimination of benefits otherwise provided to Employee under this Agreement or any other Plan. Notwithstanding any other terms of this Agreement or any other Plan providing benefits to Employee, to the extent that any provision of this Agreement or any other Plan is determined by Company, to be subject to and not in compliance with EESA, including the timing, amount or entitlement of Employee to any payment of severance, bonus or any other amounts, such provisions shall be interpreted and deemed to have been amended to comply with the terms of EESA. Without limiting the foregoing, any “golden parachute payment” or other severance payments due in connection with termination of Employee’s employment with Company provided under this Agreement or any other Plan, as defined for purposes of EESA, including any benefits payable under Section 6, shall be prohibited if such termination occurs while UST holds any debt or equity securiti...
View SourceView Similar (2)
EESA Compliance. Following the date of this Agreement and to and including the Effective Time, 1st Financial and Mountain 1st will comply with all provisions of Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, and all guidance, rules and regulations promulgated thereunder, as the same shall be in effect from time to time (collectively, the "Compensation Regulations"). Immediately following the closing of FCB's purchase from UST of the outstanding shares of 1st Financial Preferred Stock and the 1st Financial Warrant pursuant to the SPA as described in Paragraph 2.04(a) above (the "SPA Closing"), and prior to the Closing of the Merger, 1st Financial will make all filings with and submissions to UST necessary to comply with all applicable certification and disclosure requirements set forth in the Compensation Regulations, including without limitation those certain filings and submissions specified in Section 4.05 of the SPA, that are required with respect to 1st Financial's most recent completed fiscal year (if those filings and submissions for that year have not previously been made) and with respect to the portion of its then-current fiscal year during which UST held the 1st Financial Preferred Stock. Those filings and submissions will be made by 1st Financial as described above without regard to the normal due dates thereof under the Compensation Regulations.
View SourceView Similar (2)
EESA Compliance. To the extent applicable, this Agreement shall at all times be operated in accordance with the requirements of EESA, including any applicable interim rules, and the Company shall have authority to take action, or refrain from taking any action, with respect to the benefits under this Agreement that is reasonably necessary to comply therewith.
View Source
EESA Compliance. Notwithstanding anything herein to the contrary, Executive expressly agrees that no compensation or benefits will be payable to her under this Agreement to the extent that it will contravene section 111 of the Emergency Economic Stabilization Act of 2008 (“EESA”) and the guidance issued thereunder. In addition, Executive also expressly agrees that, to the extent that any amounts are paid to her by the Company are subject to recovery by the Company pursuant to section 111(b)(2)(B), Executive shall promptly repay such amounts to the Company upon demand from the Company. Lastly, Executive agrees that she shall execute a written waiver in the form attached to the United States Department of the Treasury Securities Purchase Agreement executed by the Company in connection with its participation in the Troubled Asset Relief Program Capital Purchase Program (the “Program”) (or such other waiver required as a result of the Company’s participation in the Program).” 11. Exhibit A to the Employment Agreement is hereby deleted in its entirety. 12. In all respects not modified by this Amendment 2008-1, the Employment Agreement, as attached hereto as Exhibit A, is hereby ratified and confirmed.
View Source

Related to EESA Compliance

  • CEQA Compliance The District has complied with all assessment requirements imposed upon it by the California Environmental Quality Act (Public Resource Code Section 21000 et seq. (“CEQA”) in connection with the Project, and no further environmental review of the Project is necessary pursuant to CEQA before the construction of the Project may commence.

  • Visa Compliance 18.1 The Employer will ensure all Employees are lawfully entitled to work in Australia performing work under the Agreement. In circumstances where the proposed employment of overseas workers on any temporary visa forms part of a “major workplace change”, the Employer acknowledges its obligations to consult in accordance with clause 12 – Consultation of this Agreement. 18.2 Should the Parties find themselves in disputation under this clause as to whether an Employee is entitled to work in Australia and/or is paid the appropriate rates, and the dispute is not able to be resolved at the workplace level, the matter shall be referred to the Disputes Panel under clause 11 of the Agreement. 18.3 The Employer will maintain HR systems (including utilising the VEVO system on an ongoing basis), to ensure that temporary foreign Employees are at all times employed in accordance with the conditions of their visas. 18.4 Existing and prospective Employees will be required to complete an Authority obtained from the DHA with details of immigration status. No person will be allowed to undertake any work for the Employer unless it is verified that he/she has the right to work in Australia. 18.5 The Employer must ensure that no person who is not an Australian citizen or Australian permanent resident (within the meaning of the Migration Act 1958), or does not otherwise have unrestricted work rights, is employed to undertake building work for the Employer unless: (a) the position is first advertised in Australia; and (b) the advertising was targeted in such a way that a significant proportion of suitably qualified Australian citizens and Australian permanent residents would be likely to be informed about the position; and (c) any skills or experience requirements set out in the advertising were appropriate to the position; and (d) the Employer demonstrates that no Australian citizen, Australian permanent resident or person with unrestricted work rights is suitable for the job.

  • FERPA Compliance In connection with all FERPA Records that Contractor may create, receive or maintain on behalf of University pursuant to the Underlying Agreement, Contractor is designated as a University Official with a legitimate educational interest in and with respect to such FERPA Records, only to the extent to which Contractor (a) is required to create, receive or maintain FERPA Records to carry out the Underlying Agreement, and (b) understands and agrees to all of the following terms and conditions without reservation:

  • FCPA Compliance The Company has not and, to the Company’s actual knowledge, none of its employees or agents at any time during the last five years have (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation of law, or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

  • HIPAA Compliance If this Contract involves services, activities or products subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Contractor covenants that it will appropriately safeguard Protected Health Information (defined in 45 CFR 160.103), and agrees that it is subject to, and shall comply with, the provisions of 45 CFR 164 Subpart E regarding use and disclosure of Protected Health Information.