Common use of Modification of Compensation Arrangements Clause in Contracts

Modification of Compensation Arrangements. Despite any contrary provisions within any Compensation Arrangement between the Executive and the Employer, the Employer’s board of directors and the board committee having jurisdiction over the Executive’s compensation shall have the authority unilaterally and without the Executive’s consent to modify the Compensation Arrangements, including but not limited to reducing or eliminating severance benefits payable under the arrangements, if in the board’s or committee’s sole judgment the modification is necessary to comply with applicable UST rules and guidance governing executive compensation of CPP participants which rules and guidance are currently set forth in interim final rules appearing at 31 C.F.R. Part 30 (the “CPP Rules”). The board or committee’s power to modify Compensation Arrangements shall be effective for termination of the Executive’s employment occurring while the Employer is subject to the CPP Rules. The board’s or committee’s action modifying any Compensation Arrangements may but need not be in the form of a written amendment of or supplement to a Compensation Arrangement, or in the form of a duly adopted resolution. The board’s or committee’s power to modify Compensation Arrangements shall expire when the Employer is no longer a participant in and subject to the CPP Rules. Loss of the Employer’s compensation deduction resulting from application of the CPP Rules shall not be a basis for modification of Compensation Arrangements under this section 1.2.

Modification of Compensation Arrangements. Despite any contrary provisions within any Compensation Arrangement between the Executive and the Employer, the Employer’s board of directors and the board committee having jurisdiction over the Executive’s executive compensation shall have the authority unilaterally and without the Executive’s consent to modify the Compensation Arrangements, including but not limited to reducing or eliminating severance benefits payable under the arrangements, if in the board’s or committee’s sole judgment the modification is necessary to comply with applicable UST the U.S. Department of the Treasury’s rules and guidance governing executive compensation of CPP participants in the CPP, which rules and guidance are currently set forth in interim final rules appearing at 31 C.F.R. Part 30 (as the rules and guidance may be supplemented or amended from time to time after the date of this Agreement, referred to hereinafter as the “CPP Rules”). The board or committee’s power to modify Compensation Arrangements shall be effective for termination of the Executive’s employment occurring while the Employer is subject to the CPP Rules. The board’s board or committee’s action modifying any Compensation Arrangements may but need not be in the form of a written amendment of or supplement to of a Compensation Arrangement, Arrangement or in the form of a duly adopted resolution. The board’s board or committee’s power to modify Compensation Arrangements shall expire when the Employer is no longer a participant in and subject to the CPP Rules. Loss of the Employer’s compensation deduction resulting from application of the CPP Rules shall not be a basis for modification of Compensation Arrangements under this section Section 1.2.