Common use of Prohibited Payments; Authority to Modify Agreement Clause in Contracts

Prohibited Payments; Authority to Modify Agreement. In no event shall BOC have any obligation to make any payment, or provide any compensation (whether in the form of cash, stock or otherwise) or other benefit to Employee (including without limitation any “Golden Parachute Payment,” as that term is defined in the CPP Rules, or any other payment or benefit payable in connection with or following any termination of Employee’s employment), to the extent that BOC’s Board of Directors or its Corporate Governance Committee determines, in its sole judgment, that such payment, compensation or other benefit would violate or be prohibited by or inconsistent with the CPP Rules. If, in the sole judgment of BOC’s Board of Directors or its Corporate Governance Committee, any provision of this Agreement, or any such payment, compensation or benefit for which BOC is or becomes obligated to Employee under this Agreement, would violate or be prohibited by or inconsistent with the CPP Rules, then the Board or that Committee shall have the authority, exercisable unilaterally and without the Employee’s consent, to modify any or all of the provisions of this Agreement, or to reduce or eliminate any such payment, compensation or other benefit, to the extent the Board or Committee, in its sole judgment, considers necessary in order to comply with the CPP Rules. The Board or Committee’s power to modify this Agreement shall be effective for so long as BOC and BankCorp are subject to the CPP Rules. The Board’s or Committee’s action modifying this Agreement may, but need not, be in the form of a written amendment or supplement to this Agreement, or in the form of a duly adopted resolution.

Prohibited Payments; Authority to Modify Agreement. In no event shall BOC ECB have any obligation to make any payment, or provide any compensation (whether in the form of cash, stock or otherwise) or other benefit to Employee Executive (including without limitation any “Golden Parachute Payment,” as that term is defined in the CPP Rules, or any other payment or benefit payable in connection with or following any termination of EmployeeExecutive’s employment), to the extent that BOCECB’s Board of Directors or its Corporate Governance Compensation Committee determines, in its sole judgment, that such payment, compensation or other benefit would violate or be prohibited by or inconsistent with the CPP Rules. If, in the sole judgment of BOCECB’s Board of Directors or its Corporate Governance Compensation Committee, any provision of this Agreement, or any such payment, compensation or benefit for which BOC ECB is or becomes obligated to Employee pay or provide to Executive under this Agreement, would violate or be prohibited by or inconsistent with the CPP Rules, then the Board or that Committee shall have the authority, exercisable unilaterally and without the EmployeeExecutive’s consent, to modify any or all of the provisions of this Agreement, or to reduce or eliminate any such payment, compensation or other benefit, to the extent the Board or Committee, in its sole judgment, considers necessary in order to comply with the CPP Rules. The Board Board’s or Committee’s power to modify this Agreement shall be effective for so long as BOC ECB and BankCorp Bancorp are subject to the CPP Rules. The Board’s or Committee’s action modifying this Agreement may, but need not, be in the form of a written amendment or supplement to this Agreement, or in the form of a duly adopted resolution.

Prohibited Payments; Authority to Modify Agreement. In no event shall BOC ECB have any obligation to forgive any portion of Executive’s obligation under Paragraph 2 of this Agreement, or to make any payment, or in any manner provide any compensation (whether in the form of cash, stock or otherwise) or other benefit to Employee Executive (including without limitation any “Golden Parachute Payment,” as that term is defined in the CPP Rules, or any other payment or benefit payable in connection with or following any termination of EmployeeExecutive’s employment), to the extent that BOCECB’s Board of Directors or its Corporate Governance Compensation Committee determines, in its sole judgment, that such forgiveness, payment, compensation or other benefit would violate or be prohibited by or inconsistent with the CPP Rules. If, in the sole judgment of BOCECB’s Board of Directors or its Corporate Governance Compensation Committee, any provision of this Agreement, or any such forgiveness, payment, compensation or benefit for which BOC ECB is or becomes obligated to Employee effect, pay or provide to Executive under this Agreement, would violate or be prohibited by or inconsistent with the CPP Rules, then the Board or that Committee shall have the authority, exercisable unilaterally and without the EmployeeExecutive’s consent, to modify any or all of the provisions of this Agreement, or to reduce or eliminate any such forgiveness, payment, compensation or other benefit, to the extent the Board or Committee, in its sole judgment, considers necessary in order to comply with the CPP Rules, and, in such event, Executive shall have no right and ECB shall have to obligation with respect to such forgiveness, payment, compensation or other benefit to the extent it is reduced or eliminated as provided above. The Board Board’s or Committee’s power to modify this Agreement shall be effective for so long as BOC ECB and BankCorp Bancorp are subject to the CPP Rules. The Board’s or Committee’s action modifying this Agreement may, but need not, be in the form of a written amendment or supplement to this Agreement, or in the form of a duly adopted resolution.

Prohibited Payments; Authority to Modify Agreement. In no event shall BOC the Bank or Bancorp have any obligation to make any payment, or provide any compensation (whether in the form of cash, stock or otherwise) or other benefit to Employee Executive (including without limitation any “Golden Parachute Payment,” as that term is defined in the CPP Rules, or any other payment or benefit payable in connection with or following any termination of EmployeeExecutive’s employment), to the extent that BOCthe Bank’s Board of Directors or its Corporate Governance Compensation Committee determines, in its sole judgment, that such payment, compensation or other benefit would violate or be prohibited by or inconsistent with the CPP Rules. If, in the sole judgment of BOCthe Bank’s Board of Directors or its Corporate Governance Compensation Committee, any provision of this Agreement, or any such payment, compensation or benefit for which BOC the Bank or Bancorp is or becomes obligated to Employee pay or provide to Executive under this Agreement, would violate or be prohibited by or inconsistent with the CPP Rules, then the Board or that Committee shall have the authority, exercisable unilaterally and without the EmployeeExecutive’s consent, to modify any or all of the provisions of this Agreement, or to reduce or eliminate any such payment, compensation or other benefit, to the extent the Board or Committee, in its sole judgment, considers necessary in order to comply with the CPP Rules. The Board or Committee’s power to modify this Agreement shall be effective for so long as BOC and BankCorp are Bancorp is subject to the CPP Rules. The Board’s or Committee’s action modifying this Agreement may, but need not, be in the form of a written amendment or supplement to this Agreement, or in the form of a duly adopted resolution.

Prohibited Payments; Authority to Modify Agreement. In no event shall BOC the Company have any obligation to make any payment, or provide any compensation (whether in the form of cash, stock or otherwise) or other benefit to Employee the Participant or to the Participant’s estate or beneficiary (including without limitation by delivery of Restricted Shares at the end of the Restriction Period, or by making any “Golden Parachute Payment,” as that term is defined in the CPP Rules, or by paying or providing any other payment or benefit payable in connection with or following any termination of Employeethe Participant’s employmentemployment or service), to the extent that BOCthe Company’s Board of Directors or its Corporate Governance the Plan Committee determines, in its sole judgment, that such delivery, payment, compensation or other benefit would violate or be prohibited by or inconsistent with the CPP Rules. If, in the sole judgment of BOCthe Company’s Board of Directors or its Corporate Governance the Plan Committee, any provision of the Plan or this Agreement, or any such delivery, payment, compensation or benefit for which BOC the Company is or becomes obligated to Employee make, pay or provide to the Participant or to the Participant’s estate or beneficiary under this Agreement, would violate or be prohibited by or inconsistent with the CPP Rules, then the Board or that the Plan Committee shall have the authority, exercisable unilaterally and without the EmployeeParticipant’s or any other person’s consent, to modify any or all of the terms or provisions of the Restricted Stock Award, the Plan or this Agreement, or to reduce or eliminate any such delivery, payment, compensation or other benefit, to the extent the Board or the Plan Committee, in its sole judgment, considers necessary in order to comply with the CPP Rules. The Board or Board’s and Plan Committee’s power to modify the Restricted Stock Award, the Plan and this Agreement shall be effective for so long as BOC and BankCorp are the Company is subject to the CPP Rules. The Board’s or Plan Committee’s action modifying the Plan or this Agreement may, but need not, be in the form of a written amendment or supplement to the Plan or this Agreement, or in the form of a duly adopted resolution.

Prohibited Payments; Authority to Modify Agreement. In no event shall BOC ECB have any obligation to make any payment, or provide any compensation (whether in the form of cash, stock or otherwise) or other benefit to Employee Executive (including without limitation any “Golden Parachute Payment,” as that term is defined in the CPP Rules, or any other payment or benefit payable in connection with or following any termination of EmployeeExecutive’s employment), or to forgive any portion of Executive’s obligation under Paragraph 4 above, to the extent that BOCECB’s Board of Directors or its Corporate Governance Compensation Committee determines, in its sole judgment, that such payment, compensation compensation, forgiveness, or other benefit would violate or be prohibited by or inconsistent with the CPP Rules. If, in the sole judgment of BOCECB’s Board of Directors or its Corporate Governance Compensation Committee, any provision of this Agreement, or any such payment, forgiveness, compensation or benefit for which BOC ECB is or becomes obligated to Employee pay or provide to Executive under this Agreement, would violate or be prohibited by or inconsistent with the CPP Rules, then the Board or that Committee shall have the authority, exercisable unilaterally and without the EmployeeExecutive’s consent, to modify any or all of the provisions of this Agreement, or to reduce or eliminate any such payment, forgiveness, compensation or other benefit, to the extent the Board or Committee, in its sole judgment, considers necessary in order to comply with the CPP Rules, and, in such event, Executive shall have no right and ECB shall have to obligation with respect to such payment, forgiveness, compensation or other benefit to the extent it is reduced or eliminated as provided above. The Board Board’s or Committee’s power to modify this Agreement shall be effective for so long as BOC ECB and BankCorp Bancorp are subject to the CPP Rules. The Board’s or Committee’s action modifying this Agreement may, but need not, be in the form of a written amendment or supplement to this Agreement, or in the form of a duly adopted resolution.