Common use of Regulatory Matters/Compliance with Laws Clause in Contracts

Regulatory Matters/Compliance with Laws. Compensation under this Agreement is subject to applicable regulations issued by the U.S. Department of the Treasury and applicable requirements of agreements between the Company and the U.S. government, as the same are in effect from time to time. You may receive compensation under this Agreement only to the extent that it is consistent with those regulations and requirements. In the event that the grant, payment, settlement, or accrual of amounts under this Award or any term of this Award is restricted or prohibited or otherwise conflicts with any applicable statute (including, without limitation, the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009) or any applicable regulation or other guidance thereunder, or any agreement or arrangement with or restriction imposed by, the United States Department of the Treasury, any bank regulatory agency or any other governmental agency (a “Governmental Restriction”), in each case, as determined by Committee in its sole discretion, then the Committee may unilaterally modify the terms of this Agreement or any Award in such manner as the Committee determines in its sole discretion to be necessary to avoid such restriction or prohibition or eliminate such conflict, all without the further consent of you, such consent being given through your acceptance of any Award. In addition, any Shares acquired by you pursuant to this Agreement or any Award, or any proceeds from the disposition of any such Shares, shall be subject to forfeiture and return to the Company to the extent required by a Governmental Restriction.

Regulatory Matters/Compliance with Laws. Compensation under this Agreement is subject to applicable regulations issued by the U.S. Department of the Treasury and applicable requirements of agreements between the Company and the U.S. government, as the same are in effect from time to time. You Grantee may receive compensation under this Agreement only to the extent that it is consistent with those regulations and requirements. In the event that the grant, exercise, lapse of restrictions, payment, settlement, or accrual of amounts under this Award award or any term of this Award award is restricted or prohibited or otherwise conflicts with any applicable statute (including, without limitation, the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009) or any applicable regulation or other guidance thereunder, or any agreement or arrangement with or restriction imposed by, the United States Department of the Treasury, any bank regulatory agency or any other governmental agency (a “Governmental Restriction”), in each case, as determined by Committee in its sole discretion, then the Committee may unilaterally modify the terms of this Agreement or any Award award in such manner as the Committee determines in its sole discretion to be necessary to avoid such restriction or prohibition or eliminate such conflict, all without the further consent of youGrantee, such consent being given through your Grantee’s acceptance of any Award. In addition, any Shares acquired by you pursuant to this Agreement or any Award, or any proceeds from the disposition of any such Shares, shall be subject to forfeiture and return to the Company to the extent required by a Governmental Restrictionaward.