Common use of Regulatory Intervention Clause in Contracts

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are subject to the following terms and conditions: (a) If 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 (1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the Bank’s obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Employer’s obligations which were suspended shall be reinstated. (b) If 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. § 1 818 (e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties 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 of the Employer under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, if so ordered by the North Carolina Commissioner of Banks (the “Commissioner”) at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 (c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (c)), or if so ordered by the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a) through (d): (i) The Bank agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are is subject to the following terms and conditions: (ai) If Executive Officer is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s Employer's affairs by a notice served under Section 8(e)(3) or (1g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the Bank’s Employer's obligations hereunder, as applicable, hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall (x) pay Officer all or part of the compensation withheld while Employer’s 's contract obligations were suspended, and (y) reinstate any of Employer's obligations which were suspended shall be reinstatedsuspended. (bii) If Executive Officer is removed and/or permanently prohibited from participating in the conduct of the Bank’s Employer's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1 818 1818 (e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (ciii) If the Bank Employer is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S. C. § U.S.C. 1813 (X)(1x)(1)), all obligations of the Employer under this Agreement shall terminate as of the date of default, but any vested rights of Executive Officer shall not be affected. (div) All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the BankEmployer, if so ordered (x) by the North Carolina Commissioner Office of Banks Thrift Supervision (the “Commissioner”"OTS") at the time the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank Employer under the authority contained in Section 13 (c13(c) of the Federal Deposit Insurance Act (12 U.S.C.§ U.S.C. 1823 (c)), ; or if so ordered (y) by the Commissioner OTS at the time the FDIC OTS approves a supervisory merger to resolve problems related to operation of the Bank Employer or when the Bank Employer is determined by the Commissioner OTS to be in an unsafe or unsound condition. Any rights of Executive Officer that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (ev) With regard to the provisions of this Section 14(a10(i) through (div): (i) The Bank A. Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) B. In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) C. During any the period of suspension under Section 14(a)suspension, the vested rights of Executive the contracting parties shall not be affected except to the extent precluded by such notice. (fvi) The Employer’s obligations Any payments made to provide compensation Officer by Employer pursuant to this Agreement, or other benefits otherwise, are subject to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (and conditioned upon their compliance with 12 U.S.C. § 1828(k)) limiting or prohibiting and any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limitedregulations promulgated there under.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are subject to the following terms and conditions: (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 (1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the Bank’s obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Employer’s obligations which were suspended shall be reinstated. (b) If 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. § 1 818 (e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties 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 of the Employer under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, if so ordered by the North Carolina Commissioner of Banks (the “Commissioner”) at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 (c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (c)), or if so ordered by b the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a) through (d): (i) The Bank agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are is subject to the following terms and conditions: (a) 8.10.1 If Executive Employee is suspended and/or temporarily prohibited from participating in the conduct of the BankEmployer’s affairs by a notice served under Section 8(e)(3) or (1g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the BankEmployer’s obligations hereunder, as applicable, hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall (i) pay Employee all or part of the compensation withheld while Employer’s contract obligations were suspended, and (ii) reinstate any of Employer’s obligations which were suspended shall be reinstatedsuspended. (b) 8.10.2 If Executive Employee is removed and/or permanently prohibited from participating in the conduct of the BankEmployer’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1 818 1818 (e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but Employee’s vested rights of the parties shall not be affected. (c) 8.10.3 If the Bank Employer is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S. C. § U.S.C. 1813 (X)(1x)(1)), all obligations of the Employer under this Agreement shall terminate as of the date of default, but any Employee’s vested rights of Executive shall not be affected. (d) 8.10.4 All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the BankEmployer, if so ordered (i) by the North Carolina Commissioner Office of Banks Thrift Supervision (the “CommissionerOTS”) at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank Employer under the authority contained in Section 13 (c13(c) of the Federal Deposit Insurance Act (12 U.S.C.§ U.S.C. 1823 (c)), ; or if so ordered (ii) by the Commissioner OTS at the time the FDIC OTS approves a supervisory merger to resolve problems related to operation of the Bank Employer or when the Bank Employer is determined by the Commissioner OTS to be in an unsafe or unsound condition. Any rights of Executive Employee that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) 8.10.5 With regard to the provisions of this Section 14(a) through (d):8.10: (i) The Bank Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any the period of suspension under Section 14(a)suspension, the vested rights of Executive the contracting parties shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations 8.10.6 Any termination related payments made to provide compensation Employee by Employer pursuant to this Agreement, or other benefits otherwise, are subject to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (and conditioned upon their compliance with 12 U.S.C. § Section 1828(k)) limiting or prohibiting and any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limitedregulations promulgated thereunder.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are subject to the following terms and conditions: (a) If 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 (1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the Bank’s obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Employer’s obligations which were suspended shall be reinstated. (b) If 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. § 1 818 (e)(4) and (g)(1)) or by an order of the North Carolina Commissioner of Bank (the “Commissioner”), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties 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 of the Employer under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, if so ordered by the North Carolina Commissioner of Banks (the “Commissioner”) at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 (c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (c)), or if so ordered by b the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a) through (d): (i) The Bank agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are subject to the following terms and conditions: (a) If 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 (1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the Bank’s obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Employer’s obligations which were suspended shall be reinstated. (b) If 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. § 1 818 (e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties 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 of the Employer under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, if so ordered by the North Carolina Commissioner of Banks (the “Commissioner”) at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 (c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (c)), or if so ordered by b the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a) through (d): (i) The Bank agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are subject to the following terms and conditions: (a) If 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 (1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the Bank’s obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Employer’s obligations which were suspended shall be reinstated. (b) If 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. § 1 818 (e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties 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 of the Employer under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, if so ordered by the North Carolina Commissioner of Banks (the “Commissioner”) at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 (c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (c)), or if so ordered by the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any A termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a13(a) through (d): (i) The Bank Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a13(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are subject to the following terms and conditions: (a) If Executive is suspended and/or temporarily prohibited from participating in the conduct of the BankEmployer’s affairs by a notice served under Section 8(e)(3) or (1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the BankEmployer’s obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Employer’s obligations which were suspended shall be reinstated. (b) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankEmployer’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1 818 (e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (c) If the Bank Employer 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 of the Employer under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the BankEmployer, if so ordered by the North Carolina Commissioner of Banks (the “Commissioner”) or the Board of Governors of the Federal Reserve System or a Federal Reserve Bank (the “FRB”), at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 (c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (c)), or if so ordered by the Commissioner or the FRB, as applicable, at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank Employer or when the Bank Employer is determined by the Commissioner or the FRB to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a) through (d): (i) The Bank agrees to Employer shall use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer CCBF and CCB Bank under this Agreement are subject to the following terms and conditions: (a) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the CCBF's or CCB Bank’s 's affairs by a notice served under Section 8(e)(3) or (1g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 ss.1818 (e)(3) and (g)(1)), the CCBF's or CCB Bank’s 's obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Employer’s obligations CCBF's or CCB Bank's obligations, as applicable, which were suspended shall be reinstated. (b) If Executive is removed and/or permanently prohibited from participating in the conduct of the CCBF's or CCB Bank’s 's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1 818 ss.1818 (e)(4) and (g)(1)), all obligations of the Employer CCBF or CCB Bank, as applicable, under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (c) If the CCB Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S. C. § 1813 ss.1813 (X)(1x)(1)), all obligations of the Employer CCB Bank under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer CCB Bank under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the CCB Bank, if so ordered by the North Carolina Commissioner of Banks (the “"Commissioner”") at the time the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the CCB Bank under the authority contained in Section 13 (c13(c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 U.S.C. ss.1823 (c)), or if so ordered by the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the CCB Bank or when the CCB Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a15(a) through (d): (i) The CCBF and CCB Bank agrees agree to use its their best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit the Employer CCBF and/or CCB Bank to resume its their obligations to pay compensation hereunder, the Employer CCBF and/or CCB Bank will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a15(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s CCB Bank's obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(kss.1828(k)) limiting or prohibiting any “"golden parachute payment” " as defined therein, but only to the extent that the compensation or payments to be provided by the Employer CCB Bank under this Agreement are so prohibited or limited. (g) It is intended by CCBF, CCB Bank and Executive that if only one of CCBF and CCB Bank is prohibited from fulfilling its obligations under this Agreement in any of the circumstances described in the above provisions of this Section 15 (whether for a period or permanently), the other shall remain obligated to fulfill all obligations of CCBF and CCB Bank under this Agreement.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are subject to the following terms and conditions: (a) If 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 (1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the BankEmployer’s obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Employer’s obligations which were suspended shall be reinstated. (b) If 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. § 1 818 (e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties 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 of the Employer under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the Bank, if so ordered by the North Carolina Commissioner of Banks (the “Commissioner”) at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 (c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (c)), or if so ordered by the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a) through (d): (i) The Bank Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer CCBF and CCB Bank under this Agreement are subject to the following terms and conditions: (a) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the CCBF's or CCB Bank’s 's affairs by a notice served under Section 8(e)(3) or (1g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the CCBF's or CCB Bank’s 's obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Employer’s obligations CCBF's or CCB Bank's obligations, as applicable, which were suspended shall be reinstated. (b) If Executive is removed and/or permanently prohibited from participating in the conduct of the CCBF's or CCB Bank’s 's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1 818 1818 (e)(4) and (g)(1)), all obligations of the Employer CCBF or CCB Bank, as applicable, under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (c) If the CCB Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S. C. § 1813 (X)(1x)(1)), all obligations of the Employer CCB Bank under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer CCB Bank under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the CCB Bank, if so ordered by the North Carolina Commissioner of Banks (the “"Commissioner”") at the time the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the CCB Bank under the authority contained in Section 13 (c13(c) of the Federal Deposit Insurance Act (12 U.S.C.§ U.S.C. 1823 (c)), or if so ordered by the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the CCB Bank or when the CCB Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a15(a) through (d): ): (i) The CCBF and CCB Bank agrees agree to use its their best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are is subject to the following terms and conditions: (a) If Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s American Federal's affairs by a notice served under Section 8(e)(3) or (1g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the Bank’s American Federal's obligations hereunder, as applicable, hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, American Federal shall (i) pay Executive all or part of the Employer’s compensation withheld while American Federal's contract obligations were suspended, and (ii) reinstate any of American Federal's obligations which were suspended shall be reinstatedsuspended. (b) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s American Federal's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1 818 1818 (e)(4) and (g)(1)), all obligations of the Employer American Federal under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (c) If the Bank American Federal is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S. C. § U.S.C. 1813 (X)(1x)(1)), all obligations of the Employer under this Agreement shall terminate as of the date of default, but any vested rights of Executive executive shall not be affected. (d) All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the BankAmerican Federal, if so ordered (i) by the North Carolina Commissioner Office of Banks Thrift Supervision (the “Commissioner”"OTS") at the time the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank American Federal under the authority contained in Section 13 (c13(c) of the Federal Deposit Insurance Act (12 U.S.C.§ U.S.C. 1823 (c)), ; or if so ordered (ii) by the Commissioner OTS at the time the FDIC OTS approves a supervisory merger to resolve problems related to operation of the Bank American Federal or when the Bank American Federal is determined by the Commissioner OTS to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a7(a) through (d): (i) The Bank American Federal agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; ; (ii) In the event the notice of charges changes is dismissed or otherwise resolved in a manner that will permit the Employer American Federal to resume its obligations to pay compensation hereunder, the Employer American Federal will promptly make such payment hereunder; and and (iii) During any the period of suspension under Section 14(a), the vested rights of Executive the contracting parties shall not be affected except to the extent precluded by such notice. (f) The Employer’s American Federal's obligations to provide compensation or other benefits to Executive under this Agreement or the CCB Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC Federal Deposit Insurance Corporation promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “"golden parachute payment” " as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement or the CCB Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding Not withstanding anything in this Agreement to the contrary, the obligations of FNB and the Employer Bank under this Agreement are subject to the following terms and conditions: (a) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of FNB's or the Bank’s 's affairs by a notice served under Section 8(e)(3) or (1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3ss. 1818(e)(3) and (g)(1)), FNB's or the Bank’s 's obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of FNB's and the Employer’s Bank's obligations which were suspended shall be reinstated. (b) If Executive is removed and/or permanently prohibited from participating in the conduct of FNB's or the Bank’s 's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1 818 ss. 1818 (e)(4) and (g)(1)), all obligations of FNB and the Employer Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties 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. § U.S.C. ss. 1813 (X)(1)), all obligations of the Employer Bank under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer Bank under this Agreement shall be terminated, terminated except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, if so ordered by the North Carolina Commissioner of Banks (the “"Commissioner”") at the time the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 (c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (cU.S.C. ss. 1823(c)), or if so ordered by the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a) through (d): (i) The FNB and the Bank agrees agree to use its their best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in manner that will permit FNB and/or the Employer Bank to resume its or their obligations to pay compensation hereunder, FNB and/or the Employer Bank will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s Bank's obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § ss. 1828(k)) limiting or prohibiting any “"golden parachute payment” " as defined therein, but only to the extent that the compensation or payments to be provided by the Employer Bank under this Agreement are so prohibited or limited. (g) It is intended by FNB, the Bank and Executive that if only one of FNB and the Bank is prohibited from fulfilling its obligations under this Agreement in any of the circumstances described in the above provisions of this Section 14 (whether for a period or permanently), the other shall remain obligated to fulfill all obligations of FNB and the Bank under this Agreement.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are subject to the following terms and conditions: (a) If Executive is suspended and/or temporarily prohibited from participating in the conduct of the BankEmployer’s affairs by a notice served under Section 8(e)(3) or (1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the BankEmployer’s obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Employer’s obligations which were suspended shall be reinstated. (b) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankEmployer’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1 818 (e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (c) If the Bank Employer 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 of the Employer under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the BankEmployer, if so ordered by the North Carolina Commissioner of Banks (the “Commissioner”) or the Board of Governors of the Federal Reserve System or a Federal Reserve Bank (the “FRB”), at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 (c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (c)), or if so ordered by the Commissioner or the FRB, as applicable, at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank Employer or when the Bank Employer is determined by the Commissioner or the FRB to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a13(a) through (d): (i) The Bank agrees to Employer shall use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer CCBF and CCB Bank under this Agreement are subject to the following terms and conditions: (a) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the CCBF's or CCB Bank’s 's affairs by a notice served under Section 8(e)(3) or (1g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 ss.1818 (e)(3) and (g)(1)), the CCBF's or CCB Bank’s 's obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Employer’s obligations CCBF's or CCB Bank's obligations, as applicable, which were suspended shall be reinstated. (b) If Executive is removed and/or permanently prohibited from participating in the conduct of the CCBF's or CCB Bank’s 's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1 818 ss.1818 (e)(4) and (g)(1)), all obligations of the Employer CCBF or CCB Bank, as applicable, under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (c) If the CCB Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S. C. § 1813 ss.1813 (X)(1x)(1)), all obligations of the Employer CCB Bank under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer CCB Bank under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the CCB Bank, if so ordered by the North Carolina Commissioner of Banks (the “"Commissioner”") at the time the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the CCB Bank under the authority contained in Section 13 (c13(c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (c)), or if so ordered by the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a) through (d): (i) The Bank agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limited.Act

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are subject to the following terms and conditions: (a) If Executive Employee 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 (1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the Bank’s obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Employer’s obligations which were suspended shall be reinstated. (b) If Executive Employee 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. § 1 818 (e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties 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 of the Employer under this Agreement shall terminate as of the date of default, but any vested rights of Executive Employee shall not be affected. (d) All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, if so ordered by the North Carolina Commissioner of Banks (the “Commissioner”) at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 (c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (c)), or if so ordered by the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive Employee that shall have vested under this Agreement shall not be affected by such action. Provided that any A termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a13(a) through (d): (i) The Bank Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a13(a), the vested rights of Executive Employee shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations to provide compensation or other benefits to Executive Employee under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are subject to the following terms and conditions:: 13 (a) If 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 (1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the Bank’s obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Employer’s obligations which were suspended shall be reinstated. (b) If 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. § 1 818 (e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties 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 of the Employer under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, if so ordered by the North Carolina Commissioner of Banks (the “Commissioner”) at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 (c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (c)), or if so ordered by the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any A termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a13(a) through (d): (i) The Bank Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a13(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer CVB under this Agreement are subject to the following terms and conditions: (a) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s CVB's affairs by a notice served under Section 8(e)(3) or (1g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3ss.1818(e)(3) and (g)(1)), the Bank’s CVB's obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges changes in the notice are dismissed, all of the Employer’s obligations CVB's obligations, as applicable, which were suspended suspended, shall be reinstated. (b) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s CVB's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1 818 (e)(4ss.1818(e)(4) and (g)(1)), all obligations of the Employer CVB, as applicable, under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (c) If the Bank CVB is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S. C. § 1813 (X)(1U.S.C. ss.1813(x)(1)), all obligations of the Employer CVB under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer CVB under this Agreement shall be terminated, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the BankCVB, if so ordered by the North Carolina Commissioner of Banks (the “"Commissioner”") at the time the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank CVB under the authority contained in Section 13 (c13(c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (cU.S.C ss.1823(c)), or if so ordered by the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank CVB or when the Bank CVB is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a) through (d): (i) The Bank CVB agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit the Employer CVB to resume its their obligations to pay compensation hereunder, the Employer CVB will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s CVB's obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(kss.1828(k)) limiting or prohibiting any “"golden parachute payment” " as defined therein, but only to the extent that the compensation or payments to be provided by the Employer CVB under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer Bank under this Agreement are subject to the following terms and conditions: (a) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of FNB’s or the Bank’s affairs by a notice served under Section 8(e)(3) or (1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), FNB’s or the Bank’s obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of FNB’s and the EmployerBank’s obligations which were suspended shall be reinstated. (b) If Executive is removed and/or permanently prohibited from participating in the conduct of FNB’s or 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. § 1 818 (e)(4) and (g)(1)), all obligations of FNB and the Employer Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties 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 of the Employer Bank under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer Bank under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, if so ordered by the North Carolina Commissioner of Banks (the “Commissioner”) ), at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 (c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (c)), or if so ordered by the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a) through (d): (i) The Bank agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in manner that will permit the Employer Bank to resume its obligations to pay compensation hereunder, the Employer Bank will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The EmployerBank’s obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer Bank under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer UCB under this Agreement are subject to the following terms and conditions: (a) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s UCB's affairs by a notice served under Section 8(e)(3) or (1g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3S)1818(e)(3) and (g)(1)), the Bank’s UCB's obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges changes in the notice are dismissed, all of the Employer’s obligations UCB's obligations, as applicable, which were suspended suspended, shall be reinstated. (b) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s UCB's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1 818 (e)(4S)1818(e)(4) and (g)(1)), all obligations of the Employer UCB, as applicable, under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (c) If the Bank UCB is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S. C. § 1813 U.S.C. (X)(1S)1813(x)(1)), all obligations of the Employer UCB under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer UCB under this Agreement shall be terminated, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the BankUCB, if so ordered by the North Carolina Commissioner of Banks (the “"Commissioner”") at the time the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank UCB under the authority contained in Section 13 (c13(c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 U.S.C (cS)1823(c)), or if so ordered by the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank UCB or when the Bank UCB is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a) through (d): (i) The Bank UCB agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit the Employer UCB to resume its their obligations to pay compensation hereunder, the Employer UCB will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s UCB's obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k(S)1828(k)) limiting or prohibiting any “"golden parachute payment” " as defined therein, but only to the extent that the compensation or payments to be provided by the Employer UCB under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are subject to the following terms and conditions: (a) If 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 (1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the Bank’s obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Employer’s obligations which were suspended shall be reinstated. (b) If 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. § 1 818 (e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties 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 of the Employer under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, if so ordered by the North Carolina Commissioner of Banks (the “Commissioner”) at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 (c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (c)), or if so ordered by b the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a) through (d): (i) The Bank Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are is subject to the following terms and conditions: (a) If Executive is suspended and/or temporarily prohibited from form participating in the conduct of the Bank’s American Federal's affairs by a notice served under Section 8(e)(3) or (1g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1g) (1)), the Bank’s American Federal's obligations hereunder, as applicable, hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, American Federal shall (i) pay Executive all or part of the Employer’s compensatio withheld while American Federal's contract obligations were suspended, and (ii) reinstate any of American Federal's obligation which were suspended shall be reinstatedsuspended. (b) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s American Federal's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1 818 1818 (e)(4) and (g)(1)), all obligations of the Employer American Federal under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (c) If the Bank American Federal is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S. C. § 1813 U.S.C. 1818 (X)(1e)(4) and (g) (1)), all obligations of the Employer under this Agreement shall terminate as of the effective date of defaultthe order, but any vested rights of Executive the parties shall not be affected. (d) All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, if so ordered American Federal (i) by the North Carolina Commissioner Office of Banks Thrift Supervision (the “Commissioner”"OTS") at the time the Federal Deposit Insurance Corporation (“"FDIC”") enters into an agreement to provide assistance to or on behalf of the Bank American Federal under the authority contained in Section 13 (c13(c) of the Federal Deposit Insurance Act (12 U.S.C.§ U.S.C. 1823 (c)), ; or if so ordered )ii) by the Commissioner OTS at the time the FDIC OTS approves a supervisory merger to resolve problems related to the operation of the Bank American Federal or when the Bank American Federal is determined by the Commissioner OTS to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a7(a) through (d): (i) The Bank American Federal agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit the Employer American Federal to resume its obligations obligation to pay compensation hereunder, the Employer American Federal will promptly make such payment hereunder; and (iii) During any the period of suspension under Section 14(a)suspension, the vested rights of Executive the contracting parties shall not be affected except to the extent precluded by such notice. (f) The Employer’s American Federal's obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC Federal Deposit Insurance Corporation promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “"golden parachute payment” " as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limited.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are is subject to the following terms and conditions: (a) 8.10.1 If Executive Officer is suspended and/or temporarily prohibited from participating in the conduct of the BankEmployer’s affairs by a notice served under Section 8(e)(3) or (1g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), the BankEmployer’s obligations hereunder, as applicable, hereunder shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall (i) pay Officer all or part of the compensation withheld while Employer’s contract obligations were suspended, and (ii) reinstate any of Employer’s obligations which were suspended shall be reinstatedsuspended. (b) 8.10.2 If Executive Officer is removed and/or permanently prohibited from participating in the conduct of the BankEmployer’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1 818 1818 (e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but Officer’s vested rights of the parties (including all Accrued Benefits and Vested Benefits) shall not be affected. (c) 8.10.3 If the Bank Employer is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S. C. § U.S.C. 1813 (X)(1x)(1)), all obligations of the Employer under this Agreement shall terminate as of the date of default, but any Officer’s vested rights of Executive (including all Accrued Benefits and Vested Benefits) shall not be affected. (d) 8.10.4 All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the BankEmployer, if so ordered (i) by the North Carolina Commissioner Office of Banks Thrift Supervision (the “CommissionerOTS”) at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank Employer under the authority contained in Section 13 (c13(c) of the Federal Deposit Insurance Act (12 U.S.C.§ U.S.C. 1823 (c)), ; or if so ordered (ii) by the Commissioner OTS at the time the FDIC OTS approves a supervisory merger to resolve problems related to operation of the Bank Employer or when the Bank Employer is determined by the Commissioner OTS to be in an unsafe or unsound condition. Any rights of Executive Officer that shall have vested under this Agreement (including all Accrued Benefits and Vested Benefits) shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) 8.10.5 With regard to the provisions of this Section 14(a) through (d):8.10: (i) The Bank Employer agrees to use its best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in a manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any the period of suspension under Section 14(a)suspension, the vested rights of Executive the contracting parties shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations 8.10.6 Any termination related payments made to provide compensation Officer by Employer pursuant to this Agreement, or other benefits otherwise, are subject to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (and conditioned upon their compliance with 12 U.S.C. § Section 1828(k)) limiting or prohibiting and any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limitedregulations promulgated thereunder.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of FNB and the Employer Bank under this Agreement are subject to the following terms and conditions: (a) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of FNB’s or the Bank’s affairs by a notice served under Section 8(e)(3) or (1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)), FNB’s or the Bank’s obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of FNB’s and the EmployerBank’s obligations which were suspended shall be reinstated. (b) If Executive is removed and/or permanently prohibited from participating in the conduct of FNB’s or 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. § 1 818 (e)(4) and (g)(1)), all obligations of FNB and the Employer Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties 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 of the Employer Bank under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer Bank under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, if so ordered by the North Carolina Commissioner of Banks (the “Commissioner”) at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 (c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (c)), or if so ordered by b the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a) through (d): (i) The FNB and the Bank agrees agree to use its their best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in manner that will permit FNB and/or the Employer Bank to resume its or their obligations to pay compensation hereunder, FNB and/or the Employer Bank will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The EmployerBank’s obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer Bank under this Agreement are so prohibited or limited. (g) It is intended by FNB, the Bank and Executive that if only one of FNB and the Bank is prohibited from fulfilling its obligations under this Agreement in any of the circumstances described in the above provisions of this Section 14 (whether for a period or permanently), the other shall remain obligated to fulfill all obligations of FNB and the Bank under this Agreement.

Regulatory Intervention. Notwithstanding anything in this Agreement to the contrary, the obligations of the Employer under this Agreement are subject to the following terms and conditions: (a) If 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 (1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818 (e)(3) and (g)(1)) and/or comparable provisions of the Federal Reserve Act (12 U.S.C. § 1 et seq.), the Bank’s obligations hereunder, as applicable, shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, all of the Employer’s obligations which were suspended shall be reinstated. (b) If 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. § 1 818 (e)(4) and (g)(1)) and/or comparable provisions of the Federal Reserve Act (12 U.S.C. § 1 et seq.), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties 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 of the Employer under this Agreement shall terminate as of the date of default, but any vested rights of Executive shall not be affected. (d) All obligations of the Employer under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, if so ordered by the North Carolina Commissioner of Banks (the “Commissioner”) at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13 (c) of the Federal Deposit Insurance Act (12 U.S.C.§ 1823 (c)), or if so ordered by b the Commissioner at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Commissioner to be in an unsafe or unsound condition. Any rights of Executive that shall have vested under this Agreement shall not be affected by such action. Provided that any termination of this Agreement, in whole or in part, shall be in compliance with Section 409A to the extent Section 409A applies to any portion of this Agreement. (e) With regard to the provisions of this Section 14(a) through (d): (i) The Bancorp and the Bank agrees agree to use its their best efforts to oppose any such notice of charges as to which there are reasonable defenses; (ii) In the event the notice of charges is dismissed or otherwise resolved in manner that will permit the Employer to resume its obligations to pay compensation hereunder, the Employer will promptly make such payment hereunder; and (iii) During any period of suspension under Section 14(a), the vested rights of Executive shall not be affected except to the extent precluded by such notice. (f) The Employer’s obligations to provide compensation or other benefits to Executive under this Agreement shall be terminated or limited to the extent required by the provisions of any final regulation or order of the FDIC promulgated under Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) and/or any final regulation or order the Board of Governors of the Federal System or the Federal Reserve Bank of Richmond promulgated under the Federal Reserve Act or such Section of the Federal Deposit Insurance Act limiting or prohibiting any “golden parachute payment” as defined therein, but only to the extent that the compensation or payments to be provided by the Employer under this Agreement are so prohibited or limited.