Common use of Other Termination Provisions Clause in Contracts

Other Termination Provisions. (a) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)), the Company’s and the Bank’s obligations under this Agreement shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company or the Bank (as applicable) may in their discretion (but subject in all events to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (i) pay the Executive all or part of the compensation withheld while its obligations under this Agreement were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (b) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all obligations of the Company and the Bank under this Agreement shall terminate as of the effective date of the order, but vested benefits to which the Executive may be entitled under this Agreement or any of the Company Plans shall not be affected. (c) If the Bank is in default (as defined in section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but vested benefits to which the Executive may be entitled under this Agreement or any of the Company Plans shall not be affected.

Other Termination Provisions. (a) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s Company's affairs by a notice served under section 8(e)(3) or (g)(1g)(l) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and or (g)(1g)(l)), the Company’s and the Bank’s 's obligations under this Agreement shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismisseddismissed or otherwise withdrawn, the Company or the Bank (as applicable) may in their discretion shall (but subject in all events to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) ) (i) pay the Executive all or part of the compensation withheld while its the Company's obligations under this Agreement were suspended, and (ii) reinstate (in whole or in part) any all of its obligations which were suspended. (b) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s Company's affairs by an order issued under section 8(e)(4) or (g)(1g)(l) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1g)(l)), all obligations of the Company and the Bank under this Agreement shall terminate as of the ofthe effective date of the order, but vested benefits to which rights of the Executive may be entitled under this Agreement or any of the Company Plans shall not be affected. (c) If the Bank Company is in default (as as=the term "default" is defined in section 3(x)(13(x)(l) of the ofthe Federal Deposit Insurance Act, 12 U.S.C. 1813(x)(11813(x)(l)), all obligations under this Agreement shall terminate as of the date of default, but vested benefits to which rights of the Executive may be entitled under this Agreement or any of the Company Plans shall not be affected. 8. Non-Solicitation. (a) During the period of the Executive's employment by the Company, whether pursuant to this Agreement or otherwise, and for the twelve (12) -month period following the termination of the Executive's employment with the Company for any reason, the Executive will not, without the written consent of the Company, directly or indirectly: (i) influence or attempt to influence any customer of the Company or any of its affiliates to discontinue its use of the Company's (or such affiliate's) services or to divert such business to any other person, firm or corporation; provided, however, a broad and general advertisement or solicitation not specifically targeting or intending to target customers of the Company or any of its affiliates shall not be deemed a violation of this Section 8; or (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company or any of its affiliates and any of its respective employees, customers, suppliers, principals, distributors, lessors or licensors. Efforts by the Executive, whether direct or indirect, (A) to solicit or assist any other person or entity in soliciting any employee of the Company or any of its affiliates to perform services for any entity (other than the Company or any of its affiliates) or (B) to encourage any employee of the Company, or any of its affiliates to leave their employment with the Company or any of its affiliates shall be in violation of this Section 8. A person's response Execution Copy Page9 of16 10904-0000212781364.3