Common use of Regulatory Provisions Clause in Contracts

Regulatory Provisions. (a) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Company’s or mBank’s affairs pursuant to notice (the “FDIA Notice”) served under Section 8(e)(3) or Section 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. §§1818(e)(3) and 1818(g)(1)) (the “FDIA”), the Company’s obligations under this Agreement will be suspended as of the date of service of the FDIA Notice, unless stayed by appropriate proceedings. (b) If the charges in the FDIA Notice are dismissed, the Company may, in its discretion: (i) pay the Executive all or part of the compensation withheld while its obligations under this Agreement were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If the Executive is removed from office and/or permanently prohibited from participating in the conduct of the Company’s or mBank’s affairs by an order issued under Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C. §§1818(e)(4) and (g)(1)), all obligations of the Company under this Agreement will terminate as of the effective date of the order, but vested rights of the Executive and the Company as of the date of termination will not be affected. (d) If the Company or mBank is in default, as defined in Section 3(x)(1) of the FDIA (12 U.S.C. §1813(x)(1)), all obligations under this Agreement will terminate as of the date of default, but vested rights of the Executive and the Company as of the date of default will not be affected. (e) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon such payments’ compliance with Section 18(k) of the FDIA (12 U.S.C. §1828(k)) and 12 C.F.R. Part 359.

Regulatory Provisions. Notwithstanding any other provisions of this Agreement: (a) If the Executive Employee is suspended from office and/or temporarily prohibited from participating in the conduct of the Company’s or mBank’s Bank's affairs pursuant to by a notice (the “FDIA Notice”) served under Section 8(e)(38(e)(4) or Section 8(g)(1(g)(1) of the Federal Deposit Insurance Act (FDIA, 12 U.S.C. §§1818(e)(3ss. 1818(e)(4) and 1818(g)(1)) (the “FDIA”g)(1), the Company’s Bank's obligations under this Agreement will shall be suspended as of the date of service of the FDIA Noticeservice, unless stayed by appropriate proceedings. (b) . If the charges in the FDIA Notice notice are dismissed, the Company may, Bank may in its discretion: discretion (i) pay pay, the Executive Employee all or part of the compensation withheld while its obligations under this Agreement were suspended, suspended and (ii) reinstate (in whole or in part) part any of its obligations which were suspended. (cb) If the Executive Employee is removed from office and/or permanently prohibited from participating in the conduct of the Company’s or mBank’s Bank's affairs by an order issued under Section 8(e)(4) or Section 8(g)(1(g)(1) of the FDIA (FDIA, 12 U.S.C. §§ss. 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement will shall terminate as of the effective date of the order, but vested rights of the Executive and the Company as of the date of termination will contracting parties shall not be affected. (dc) If the Company or mBank Bank is in default, default (as defined in Section 3(x)(13(x)(l) of the FDIA (12 U.S.C. §1813(x)(1)FDIA), all obligations under this Agreement will shall terminate as of the date of default, but this provision shall not affect any vested rights of the Executive and the Company as of the date of default will not be affectedcontracting parties. (ed) Any payments made All obligations under this Agreement shall be terminated, except to the Executive pursuant extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (i) by the Director of the Office of Thrift Supervision (the "Director") or his or her designee, at the time the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to this Agreement, provide assistance to or otherwise, are subject to and conditioned upon such payments’ compliance with on behalf of the Bank under the authority contained in Section 18(k13(c) of the FDIA FDIA; or (12 U.S.C. §1828(k)ii) and 12 C.F.R. Part 359by the Director or his or her designee, at the time the Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by any such action.

Regulatory Provisions. (a) The Employers may terminate the Executive’s employment at any time, but any termination by the Employers, other than termination for Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 1(b) hereof. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Company’s or mBankBank’s affairs pursuant to by a notice (the “FDIA Notice”) served under Section 8(e)(3) or Section 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. §§§ 1818(e)(3) and 1818(g)(1or (g)(1)) (the “FDIA”), the Company’s Employers’ obligations under this Agreement will shall be suspended as of the date of service of the FDIA Noticeservice, unless stayed by appropriate proceedings. (b) . If the charges in the FDIA Notice notice are dismissed, the Company may, Employers may in its discretion: discretion (i) pay the Executive all or part of the compensation withheld while its their contract obligations under this Agreement were suspended, suspended and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed from office and/or permanently prohibited from participating in the conduct of the Company’s or mBankBank’s affairs by an order issued under Section 8(e)(4) or Section 8(g)(1) of the FDIA Federal Deposit Insurance Act (12 U.S.C. §§§ 1818(e)(4) and or (g)(1)), all obligations of the Company Employers’ under this Agreement will shall terminate as of the effective date of the order, but vested rights of the Executive and the Company as of the date of termination will contracting parties shall not be affected. (d) If the Company or mBank Bank is in default, default as defined in Section 3(x)(1) of the FDIA (12 U.S.C. §1813(x)(1))Federal Deposit Insurance Act, all obligations of the Employers under this Agreement will shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the Executive and the Company as of the date of default will not be affectedcontracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (or his or her designee) at the time the Federal Deposit Insurance Corporation 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; or (ii) by the Director of the Office of Thrift Supervision (or his or her designee) at the time the Director (or his or her designee) approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding any other provision of this Agreement to the contrary, any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon such payments’ their compliance with Section 18(k) of the FDIA Federal Deposit Insurance Act (12 U.S.C. §§ 1828(k)) and the regulations promulgated thereunder, including 12 C.F.R. Part 359.

Regulatory Provisions. (a) The Employers may terminate the Executive’s employment at any time, but any termination by the Employers, other than termination for Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 1(b) hereof. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Company’s or mBankBank’s affairs pursuant to by a notice (the “FDIA Notice”) served under Section 8(e)(3) or Section 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. §§§ 1818(e)(3) and 1818(g)(1or (g)(1)) (the “FDIA”), the Company’s Employers’ obligations under this Agreement will shall be suspended as of the date of service of the FDIA Noticeservice, unless stayed by appropriate proceedings. (b) . If the charges in the FDIA Notice notice are dismissed, the Company may, Employers may in its discretion: their discretion (i) pay the Executive all or part of the compensation withheld while its their contract obligations under this Agreement were suspended, suspended and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed from office and/or permanently prohibited from participating in the conduct of the Company’s or mBankBank’s affairs by an order issued under Section 8(e)(4) or Section 8(g)(1) of the FDIA Federal Deposit Insurance Act (12 U.S.C. §§§ 1818(e)(4) and or (g)(1)), all obligations of the Company Employers under this Agreement will shall terminate as of the effective date of the order, but vested rights of the Executive and the Company as of the date of termination will contracting parties shall not be affected. (d) If the Company or mBank Bank is in default, default as defined in Section 3(x)(1) of the FDIA (12 U.S.C. §1813(x)(1))Federal Deposit Insurance Act, all obligations of the Employers under this Agreement will shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the Executive and the Company as of the date of default will not be affectedcontracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the Agreement is necessary for the continued operation of the institution: (i) by the Director of the Office of Thrift Supervision (or his or her designee) at the time the Federal Deposit Insurance Corporation 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; or (ii) by the Director of the Office of Thrift Supervision (or his or her designee) at the time the Director (or his or her designee) approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding any other provision of this Agreement to the contrary, any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon such payments’ their compliance with Section 18(k) of the FDIA Federal Deposit Insurance Act (12 U.S.C. §§ 1828(k)) and the regulations promulgated thereunder, including 12 C.F.R. Part 359.

Regulatory Provisions. Notwithstanding any other provisions of this Agreement: (a) If the Executive Employee is suspended from office and/or temporarily prohibited from participating in the conduct of the Company’s or mBankBank’s affairs pursuant to by a notice (the “FDIA Notice”) served under Section 8(e)(38(e)(4) or Section 8(g)(1(g)(1) of the Federal Deposit Insurance Act (FDIA, 12 U.S.C. §§1818(e)(3§ 1818(e)(4) and 1818(g)(1)) (the “FDIA”g)(1), the CompanyBank’s obligations under this Agreement will shall be suspended as of the date of service of the FDIA Noticeservice, unless stayed by appropriate proceedings. (b) . If the charges in the FDIA Notice notice are dismissed, the Company may, Bank may in its discretion: discretion (i) pay pay, the Executive Employee all or part of the compensation withheld while its obligations under this Agreement were suspended, suspended and (ii) reinstate (in whole or in part) part any of its obligations which were suspended. (cb) If the Executive Employee is removed from office and/or permanently prohibited from participating in the conduct of the Company’s or mBankBank’s affairs by an order issued under Section 8(e)(4) or Section 8(g)(1(g)(1) of the FDIA (FDIA, 12 U.S.C. §§§ 1818(e)(4) and (g)(1)), all obligations of the Company Bank under this Agreement will shall terminate as of the effective date of the order, but vested rights of the Executive and the Company as of the date of termination will contracting parties shall not be affected. (dc) If the Company or mBank Bank is in default, default (as defined in Section 3(x)(13(x)(l) of the FDIA (12 U.S.C. §1813(x)(1)FDIA), all obligations under this Agreement will shall terminate as of the date of default, but this provision shall not affect any vested rights of the Executive and the Company as of the date of default will not be affectedcontracting parties. (ed) Any payments made All obligations under this Agreement shall be terminated, except to the Executive pursuant extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (i) by the Director of the Office of Thrift Supervision (the “Director”) or his or her designee, at the time the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to this Agreement, provide assistance to or otherwise, are subject to and conditioned upon such payments’ compliance with on behalf of the Bank under the authority contained in Section 18(k13(c) of the FDIA FDIA; or (12 U.S.C. §1828(k)ii) and 12 C.F.R. Part 359by the Director or his or her designee, at the time the Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by any such action.

Regulatory Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 8.11, this Section 8.11 shall prevail. (a) The Bank’s Board of Directors may terminate the Executive’s employment at any time, but any termination by the Bank, other than termination for Just Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Just Cause as defined in Section 3.2 of this Agreement. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Company’s or mBankBank’s affairs pursuant to by a notice (the “FDIA Notice”) served under Section 8(e)(3) or Section 8(g)(1) of the Federal Deposit Insurance Act (Act, 12 U.S.C. §§Section 1818(e)(3) and 1818(g)(1)) or (the “FDIA”g)(1), the CompanyBank’s obligations under this Agreement will shall be suspended as of the date of service of the FDIA Noticeservice, unless stayed by appropriate proceedings. (b) . If the charges in the FDIA Notice notice are dismissed, the Company Bank may, in its discretion: (i) pay the Executive all or part of the compensation withheld while its contract obligations under this Agreement were suspended, ; and (ii) reinstate (in whole or in part) any of its the obligations which were suspended. (c) If the Executive is removed from office and/or permanently prohibited from participating in the conduct of the Company’s or mBankBank’s affairs by an order issued under Section 8(e)(4) or Section 8(g)(1) of the FDIA (Federal Deposit Insurance Act, 12 U.S.C. §§Section 1818(e)(4) and or (g)(1)), all obligations of the Company Bank under this Agreement will shall terminate as of the effective date of the order, but vested rights of the Executive and the Company as of the date of termination will contracting parties shall not be affected. (d) If the Company or mBank Bank is in default, default as defined in Section 3(x)(1) of the FDIA (Federal Deposit Insurance Act, 12 U.S.C. §Section 1813(x)(1)), all obligations under this Agreement will shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the Executive and the Company as of the date of default will not be affectedcontracting parties. (e) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to to, and conditioned upon such payments’ upon, their compliance with Section 18(k) of the FDIA (12 U.S.C. §Section 1828(k)) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.