Common use of EESA Clause in Contracts

EESA. The Company and the Executive mutually acknowledge that the terms of this Agreement shall be subject to and limited by any requirements or limitations that may apply under any applicable law, including the Emergency Economic Stabilization Act of 2008 as amended from time to time, including as amended by the American Recovery and Reinvestment Act of 2009 (“EESA”). The Executive acknowledges, understands and agrees that the Executive may be subject to the provisions and limitations of EESA and the rules, regulations and guidance issued thereunder (including without limitation the Interim Final Rule issued by the Department of the Treasury (the “Department”) under Interim Rule 31 CFR Part 30) (the “EESA Guidance”) in the event the Department or any other government entity holds any of the Company’s or its Affiliates Entities equity or debt pursuant to the terms of EESA and the EESA Guidance. Accordingly, if the Company becomes subject to EESA and the Executive is an individual at the Company for whom EESA compliance is required, the Executive agrees that his rights to compensation under this Agreement and participation in the Company’s benefit and compensation arrangements (the Agreement and any and all such arrangements, collectively, the “Benefit Plans”) will be limited to ensure that such arrangements comply with and are administered in accordance with the provisions of EESA and the EESA Guidance. Accordingly, the Executive hereby (A) acknowledges and understands that any compensation payable to him under any Benefit Plan, including without limitation under this Agreement, shall be subject to EESA and the EESA Guidance, including, without limitation, (1) the potential for clawback of any bonus or incentive compensation paid to the Executive under any Benefit Plan (including any Incentive Payment) in contravention of EESA or the EESA Guidance, and (2) the potential for the reduction or elimination of the amounts payable and benefits provided to the Executive under Sections 4 and 6 of this Agreement as a result of the limitations and prohibitions of EESA and the EESA Guidance, (B) consents to any future modifications and limitations with respect to and under the Benefit Plans to the extent necessary to ensure compliance with EESA and the EESA Guidance, (C) agrees that any plan, program, policy, agreement or arrangement of the Company and its affiliates and this Agreement shall be treated as a Benefit Plan for purposes of such limitations, (D) voluntarily waives any claim against the Company for any changes to the Executive’s compensation or benefits that are required to comply with the EESA Guidance as in effect from time to time, (E) agrees that such waiver and consent shall constitute a part of and be integrated with this Agreement, (F) agrees to execute, acknowledge and deliver such documents or instruments and take such other actions as may be reasonably necessary to effectuate the foregoing; and (G) agrees that in no event shall the Executive have the right to claim a breach of this Agreement or the terms of any Benefit Plan, if such claim is due to or arises from the Company’s compliance or alleged failure to comply with applicable law, including without limitation EESA and the EESA Guidance.

EESA. The This Award is subject to Section 18.1 of the Plan. It is the intention and purpose of the Company that this Award of Restricted Stock meet the requirements of “long-term restricted stock” under 31 CFR 30, Section 30.1 Q-1 and the Executive mutually acknowledge that the terms of Award and this Agreement shall be construed and administered accordingly. To the extent that this Agreement and the Restricted Stock granted hereunder are subject to and limited by any requirements or limitations that may apply under any applicable law, including Section 111 of the Emergency Economic Stabilization Act of 2008 as amended and any regulations, guidance or interpretations that may from time to time, including as amended by the American Recovery and Reinvestment Act of 2009 (“EESA”). The Executive acknowledges, understands and agrees that the Executive may time be subject to the provisions and limitations of EESA and the rules, regulations and guidance issued promulgated thereunder (including without limitation the Interim Final Rule issued by the Department of the Treasury (the “Department”) under Interim Rule 31 CFR Part 30) (the “EESA Guidance”) in the event the Department or any other government entity holds applicable statute or regulation affecting the Participant’s compensation (“EESA or Other Applicable Law”), then any payment of the Company’s any kind provided for by, or its Affiliates Entities equity or debt pursuant to the terms of EESA and the EESA Guidance. Accordinglyaccrued with respect to, if the Company becomes subject to EESA and the Executive is an individual at the Company for whom EESA compliance is required, the Executive agrees that his rights to compensation under this Agreement and participation in the Company’s benefit Restricted Stock granted hereunder must comply with EESA or Other Applicable Law, and compensation arrangements (the this Agreement and the Restricted Stock granted hereunder shall be interpreted or reformed to so comply. Notwithstanding anything in this Agreement to the contrary, any payment made or provided under, or accrued with respect to, this Agreement that is based on materially inaccurate financial statements (which includes, but is not limited to, statements of earnings, revenues, or gains) or other materially inaccurate performance metric criteria, and all such arrangements, collectively, any payment received by the “Benefit Plans”) will be limited to ensure that such arrangements comply with and are administered Participant in accordance with the provisions violation of EESA and the EESA Guidance. Accordingly, the Executive hereby (A) acknowledges and understands that any compensation payable to him under any Benefit Plan, including without limitation under this Agreementor Other Applicable Law, shall be subject to EESA and recovery by the EESA Guidance, including, without limitation, (1) Company. In the potential for clawback event that the Board of any bonus Directors or incentive compensation paid the Committee determines by at least a majority vote that a payment to the Executive under any Benefit Plan (including any Incentive Payment) Participant is recoverable pursuant to the foregoing, the Participant shall repay the aggregate amount of such payment, to the fullest extent permitted by law, within 15 business days following written notice to the Participant by the Company of such determination. The Participant has reviewed this Agreement in contravention its entirety, has had an opportunity to obtain the advice of EESA counsel prior to executing this Agreement and fully understands all provisions of this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or the EESA Guidance, and (2) the potential for the reduction or elimination interpretations of the amounts payable and benefits provided to the Executive Committee upon any questions arising under Sections 4 and 6 of this Agreement as a result of the limitations and prohibitions of EESA and the EESA Guidance, (B) consents to any future modifications and limitations with respect to and under the Benefit Plans to the extent necessary to ensure compliance with EESA and the EESA Guidance, (C) agrees that any plan, program, policy, agreement or arrangement of the Company and its affiliates and this Agreement shall be treated as a Benefit Plan for purposes of such limitations, (D) voluntarily waives any claim against the Company for any changes to the Executive’s compensation or benefits that are required to comply with the EESA Guidance as in effect from time to time, (E) agrees that such waiver and consent shall constitute a part of and be integrated with this Agreement, (F) agrees to execute, acknowledge and deliver such documents or instruments and take such other actions as may be reasonably necessary to effectuate the foregoing; and (G) agrees that in no event shall the Executive have the right to claim a breach of this Agreement or the terms of any Benefit Plan, if such claim is due to or arises from the Company’s compliance or alleged failure to comply with applicable law, including without limitation EESA and the EESA Guidance.

EESA. The Company and the Executive mutually acknowledge that the terms of this Agreement shall be subject to and limited by any requirements or limitations that may apply under any applicable law, including the Emergency Economic Stabilization Act of 2008 as amended from time to time, including as amended by the American America Recovery and Reinvestment Act of 2009 (“EESA”). The Executive acknowledges, understands and agrees that the Executive may be subject to the provisions and limitations of EESA and the rules, regulations and guidance issued thereunder (including without limitation the Interim Final Rule issued by the Department of the Treasury (the “Department”) under Interim Rule 31 CFR Part 30) (the “EESA Guidance”) in the event the Department or any other government entity holds any of the Company’s or its Affiliates Entities Entities’ equity or debt pursuant to the terms of EESA and the EESA Guidance. Accordingly, if the Company becomes subject to EESA and the Executive is an individual at the Company for whom EESA compliance is required, the Executive agrees that his her rights to compensation under this Agreement and participation in the Company’s benefit and compensation arrangements (the Agreement and any and all such arrangements, collectively, the “Benefit Plans”) will be limited to ensure that such arrangements comply with and are administered in accordance with the provisions of EESA and the EESA Guidance. Accordingly, the Executive hereby (A) acknowledges and understands that any compensation payable to him her under any Benefit Plan, including without limitation under this Agreement, shall be subject to EESA and the EESA Guidance, including, without limitation, (1) the potential for clawback of any bonus or incentive compensation paid to the Executive under any Benefit Plan (including any Incentive Payment) in contravention of EESA or the EESA Guidance, and (2) the potential for the reduction or elimination of the amounts payable and benefits provided to the Executive under Sections 4 and 6 of this Agreement as a result of the limitations and prohibitions of EESA and the EESA Guidance, (B) consents to any future modifications and limitations with respect to and under the Benefit Plans to the extent necessary to ensure compliance with EESA and the EESA Guidance, (C) agrees that any plan, program, policy, agreement or arrangement of the Company and its affiliates and this Agreement shall be treated as a Benefit Plan for purposes of such limitations, (D) voluntarily waives any claim claims against the Company for any changes to the Executive’s compensation or benefits that are required to comply with the EESA Guidance as in effect from time to time, (E) agrees that such waiver and consent shall constitute a part of and be integrated with this Agreement, (F) agrees to execute, acknowledge and deliver such documents or instruments and take such other actions as may be reasonably necessary to effectuate the foregoing; and (G) agrees that in no event shall the Executive have the right to claim a breach of this Agreement or the terms of any Benefit Plan, if such claim is due to or arises from the Company’s compliance or alleged failure to comply with applicable law, including without limitation EESA and the EESA Guidance.

EESA. The Company and the Executive mutually acknowledge that the terms of this Agreement shall be subject to and limited by any requirements or limitations that may apply under any applicable law, including the Emergency Economic Stabilization Act of 2008 as amended from time to time, including as amended by the American Recovery and Reinvestment Act of 2009 (“EESA”). The Company represents to the Executive that the Company is not on the date hereof subject to any restriction under EESA which reduces, postpones or restricts the payment of any compensation, separation payment or other amount provided under this Agreement (and related equity award agreements). The Executive acknowledges, understands and agrees that the Executive may be subject to the provisions and limitations of EESA and the rules, regulations and guidance issued thereunder (including without limitation the Interim Final Rule issued by the Department of the Treasury (the “Department”) under Interim Rule 31 CFR Part 30) (the “EESA Guidance”) in the event the Department or any other government entity holds any of the Company’s or its Affiliates Entities equity or debt pursuant to the terms of EESA and the EESA Guidance. Accordingly, if the Company becomes subject to EESA and the Executive is an individual at the Company for whom EESA compliance is requiredrequired (an “EESA Event”), the Executive agrees that his rights to compensation under this Agreement and participation in the Company’s benefit and compensation arrangements (the Agreement and any and all such arrangements, collectively, the “Benefit Plans”) will be limited to the minimum extent required to ensure that such arrangements comply with and are administered in accordance with the provisions of EESA and the EESA Guidance. Accordingly, the Executive hereby (A) acknowledges and understands that that, in the event of an EESA Event, any compensation payable to him under any Benefit Plan, including without limitation under this Agreement, shall be subject to EESA and the EESA Guidance, including, without limitation, (1) the potential for clawback of any bonus or incentive compensation paid to the Executive under any Benefit Plan (including any Incentive Payment) in contravention of EESA or the EESA Guidance, and (2) the potential for the reduction or elimination of the amounts payable and benefits provided to the Executive under Sections 4 and 6 of this Agreement as a result of the limitations and prohibitions of EESA and the EESA Guidance, (B) consents to any future modifications and limitations with respect to and under the Benefit Plans to the extent necessary to ensure compliance with EESA and the EESA Guidance, (C) agrees that any plan, program, policy, agreement or arrangement of the Company and its affiliates and this Agreement shall be treated as a Benefit Plan for purposes of such limitations, (D) voluntarily waives any claim against the Company for any changes to the Executive’s compensation or benefits that are required to comply with the EESA Guidance as in effect from time to time, (E) agrees that such waiver and consent shall constitute a part of and be integrated with this Agreement, (F) agrees to execute, acknowledge and deliver such documents or instruments and take such other actions as may be reasonably necessary to effectuate the foregoing; and (G) agrees that in no event shall the Executive have the right to claim a breach of this Agreement or the terms of any Benefit Plan, if such claim is due to or arises from the Company’s compliance or alleged failure to comply with applicable law, including without limitation EESA and the EESA Guidance.

EESA. The Company and the Executive mutually acknowledge that the terms of this Agreement shall be subject are intended to and limited by comply with any requirements or limitations that may apply under any applicable law, including the Emergency Economic Stabilization Act of 2008 as amended from time to time, including as amended by the American Recovery and Reinvestment Act of 2009 (“EESA”). The Executive acknowledges, understands and agrees that the Executive may be is subject to the provisions and limitations of EESA and the rules, regulations and guidance issued thereunder (including without limitation the Interim Final Rule rules issued by the Department of the Treasury (the “Department”) under Interim Rule 31 CFR Part 30) (the “EESA Guidance”) in the event for as long as the Department or any other government entity holds any of the Company’s or its Affiliates Entities equity or debt pursuant to the terms of EESA and the EESA Guidance. Accordingly, if the parties agree as follows: (i) the Company becomes subject agrees to comply with EESA and the Executive is an individual at EESA Guidance, including, without limitation, the requirements that the Company’s compensation committee or a committee acting in a similar capacity review the Company’s risk management policies and incentive compensation arrangements of certain identified executives (as defined by EESA and the EESA Guidance) to ensure that such compensation arrangements do not encourage unnecessary and excessive risks that threaten the value of the Company for whom and certify that such reviews have been undertaken in compliance with EESA compliance is required, and the EESA Guidance; (ii) the Executive agrees that his rights to compensation under this Agreement and participation in the Company’s benefit and compensation arrangements (the Agreement and any and all such arrangements, collectively, the “Benefit Plans”) will be limited to ensure that such arrangements comply with and are administered in accordance with the provisions of EESA and the EESA Guidance. Accordingly, the Executive hereby (A) acknowledges and understands that any compensation payable to him under any Benefit Plan, including without limitation under this Agreement, shall be subject to EESA and the EESA Guidance, including, without limitation, (1x) the potential for clawback of any bonus or incentive compensation paid to the Executive under any Benefit Plan (including any Incentive Payment) in contravention of EESA or the EESA Guidance, Guidance and (2y) the potential for the reduction or elimination of the in amounts payable and benefits provided to the Executive under Sections 4 and Section 6 of this Agreement as a result of the limitations and prohibitions of on golden parachute payments under EESA and the EESA Guidance, (B) consents to any future modifications and limitations with respect to to, and under under, the Benefit Plans only to the extent necessary to ensure compliance with EESA and the EESA Guidance, (C) agrees that any plan, program, policy, agreement or arrangement of the Company and its affiliates and this Agreement shall be treated as a Benefit Plan for purposes of such limitations, (D) voluntarily waives any claim against the Company for any changes to the Executive’s compensation or benefits that are required to comply with the EESA Guidance regulation issued by the Department on October 20, 2008 in consideration for the benefits that the Executive will receive as a result of the Company’s participation in effect from time to timethe Department’s Capital Purchase Program, (E) agrees that such waiver and consent shall constitute a part of and be integrated with this Agreement, Agreement and (F) agrees to execute, acknowledge and deliver such documents or instruments and take such other actions as may be reasonably necessary to effectuate the foregoing; and (G) agrees that in no event shall the Executive have the right to claim a breach of this Agreement or the terms of any Benefit Plan, if such claim is due to or arises from the Company’s compliance or alleged failure to comply with applicable law, including without limitation EESA and the EESA Guidance.