Common use of Regulatory Restrictions Clause in Contracts

Regulatory Restrictions. (i) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (ii) If the Bank is in default (as defined in Section 3(x)(1) of FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default; however, this subsection shall not affect the vested rights of the parties. (iii) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (A) by the Indiana Department of Financial Institutions (the “DFI”) or its designee, or the Bank’s primary federal regulator at the time that 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 FDIA; or (B) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits Executive from participating in the conduct of the Bank’s affairs, the Company’s obligations under this Agreement shall be suspended as of the effective date of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, in its sole discretion, (A) pay Executive all or part of the compensation withheld while its contract obligations were suspended, and/or (B) reinstate (in whole or in part) any of its obligations which were suspended. (v) Notwithstanding anything to the contrary contained herein, Executive acknowledges and agrees that any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(k) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359), which provisions contain certain prohibitions and limitations on making “golden parachute” and certain indemnification payments by FDIC-insured institutions and their holding companies. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive as a result of the application of these limitations.

Regulatory Restrictions. Notwithstanding anything in this Agreement to the contrary, the restrictions set forth below shall apply: (ia) Any payments and other benefits provided to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and any regulations promulgated thereunder, including, without limitation, FDIC Regulation 12 CFR Part 359, Golden Parachute and Indemnification Payments. (b) If Executive Employee is suspended and/or temporarily prohibited from participating in the conduct of the Association’s affairs by a notice served under Section 8 (e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818 (e)(3) and (g)(1)), the Association’s obligations under this Agreement shall be suspended as of the date of service of the notice unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Association shall pay Employee any amounts withheld while its contract obligations were suspended and shall reinstate any of its obligations hereunder that were suspended. (c) If Employee is removed and/or permanently prohibited from participating in the conduct of the BankAssociation’s affairs by an order issued under Sections 8(e)(4Section 8 (e)(4) or 8(g)(1(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4Section 1818 (e)(4) and or (g)(1)), all obligations of the Company Association under this Agreement shall terminate as of the effective date of the order, but except to the extent that Employee’s rights hereunder vested rights of the parties shall not be affectedprior to such date. (iid) If the Bank Association is in default (as defined in Section 3(x)(1) of FDIAthe Federal Deposit Insurance Act), all obligations of the Company under this Agreement shall terminate as of the date of default; however, but this subsection Subsection 9(d) shall not affect the any vested rights of the partiesEmployee. (iiie) All obligations under this Agreement shall terminatebe terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: Association (Ai) by the Indiana Department Director of Financial Institutions (the “DFI”) FDIC or its his or her designee, or the Bank’s primary federal regulator at the time that the Federal Deposit Insurance FDIC or Resolution Trust Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank Association under the authority contained in Section 13(c) of FDIA; the Federal Deposit Insurance Act, or (Bii) by the DFI, Director of the FDIC or its his or her designee, or the Bank’s primary federal regulator, at the time that the DFI, Director of the FDIC or its designee, his or the Bank’s primary federal regulator, her designee approves a supervisory merger to resolve problems related to the operation of the Bank Association or when the Bank Association is determined by the DFI, or Director of the Bank’s primary federal regulator, FDIC to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits Executive from participating in the conduct of the Bank’s affairsparties that have already vested, the Company’s obligations under this Agreement however, shall be suspended as of the effective date of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, in its sole discretion, (A) pay Executive all or part of the compensation withheld while its contract obligations were suspended, and/or (B) reinstate (in whole or in part) any of its obligations which were suspended. (v) Notwithstanding anything to the contrary contained herein, Executive acknowledges and agrees that any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(k) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359), which provisions contain certain prohibitions and limitations on making “golden parachute” and certain indemnification payments by FDIC-insured institutions and their holding companies. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of affected by such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive as a result of the application of these limitationsaction.

Regulatory Restrictions. Notwithstanding anything in this Agreement to the contrary, the restrictions set forth below shall apply: (ia) Any payments and other benefits provided to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and any regulations promulgated thereunder, including, without limitation, FDIC Regulation 12 CFR Part 359, Golden Parachute and Indemnification Payments. (b) If Executive is suspended and/or temporarily prohibited from participating in the conduct of Xxxxxx Savings’ affairs by a notice served under Section 8 (e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818 (e)(3) and (g)(1)), Xxxxxx Savings’ obligations under this Agreement shall be suspended as of the date of service of the notice unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Xxxxxx Savings shall pay Executive any amounts withheld while its contract obligations were suspended and shall reinstate any of its obligations hereunder that were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s Xxxxxx Savings’ affairs by an order issued under Sections 8(e)(4Section 8 (e)(4) or 8(g)(1(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4Section 1818 (e)(4) and or (g)(1)), all obligations of the Company Xxxxxx Savings under this Agreement shall terminate as of the effective date of the order, but except to the extent that Executive’s rights hereunder vested rights of the parties shall not be affectedprior to such date. (iid) If the Bank Xxxxxx Savings is in default (as defined in Section 3(x)(1) of FDIAthe Federal Deposit Insurance Act), all obligations of the Company under this Agreement shall terminate as of the date of default; however, but this subsection Subsection 8(d) shall not affect the any vested rights of the partiesExecutive. (iiie) All obligations under this Agreement shall terminatebe terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: Xxxxxx Savings (Ai) by the Indiana Department Director of Financial Institutions (the “DFI”) FDIC or its his or her designee, or the Bank’s primary federal regulator at the time that the Federal Deposit Insurance FDIC or Resolution Trust Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank Xxxxxx Savings under the authority contained in Section 13(c) of FDIA; the Federal Deposit Insurance Act or (Bii) by the DFI, Director of the FDIC or its his or her designee, or the Bank’s primary federal regulator, at the time that the DFI, Director of the FDIC or its designee, his or the Bank’s primary federal regulator, her designee approves a supervisory merger to resolve problems related to the operation of the Bank Xxxxxx Savings or when the Bank Xxxxxx Savings is determined by the DFI, or Director of the Bank’s primary federal regulator, FDIC to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits Executive from participating in the conduct of the Bank’s affairsparties that have already vested, the Company’s obligations under this Agreement however, shall be suspended as of the effective date of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, in its sole discretion, (A) pay Executive all or part of the compensation withheld while its contract obligations were suspended, and/or (B) reinstate (in whole or in part) any of its obligations which were suspended. (v) Notwithstanding anything to the contrary contained herein, Executive acknowledges and agrees that any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(k) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359), which provisions contain certain prohibitions and limitations on making “golden parachute” and certain indemnification payments by FDIC-insured institutions and their holding companies. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of affected by such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive as a result of the application of these limitationsaction.

Regulatory Restrictions. Notwithstanding anything to the contrary contained in this Agreement: (i) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankEmployer’s affairs by an order issued under Sections Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Employer under this Agreement shall terminate terminate, as of the effective date of the such order, but vested rights except for the payment of Base Salary due and owing on the effective date of said order, reimbursement of business expenses incurred as of the parties shall not be affectedeffective date of termination and such matters required by law. (ii) If Executive is suspended and/or temporarily prohibited from participating in the Bank is in default (as defined in Section 3(x)(1) conduct of FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default; however, this subsection shall not affect the vested rights of the parties. (iii) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (A) Employer’s affairs by the Indiana Department of Financial Institutions (the “DFI”) or its designee, or the Bank’s primary federal regulator at the time that 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 FDIA; or (B) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties. (iv) If a notice served under Section 8(e)(3) or (g)(18(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or and (g)(1)) suspends and/or temporarily prohibits Executive from participating in the conduct ), all obligations of the Bank’s affairs, the Company’s obligations Employer under this Agreement shall be suspended as of the effective date of such noticeservice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, in its sole discretion, Employer shall (Ai) pay Executive all or part of the compensation withheld while its contract obligations were suspended, and/or suspended and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (viii) Notwithstanding anything to the contrary contained herein, Executive acknowledges and agrees that any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(kIf Bank is in default (as defined in Section 3(x)(1) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359FDIA), which provisions contain certain prohibitions and limitations on making “golden parachute” and certain indemnification payments by FDIC-insured institutions and their holding companies. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any all obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive shall terminate as a result of the application date of these limitationsdefault, but the vested rights of the parties shall not be affected. (iv) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of Employer (i) by the director of the FDIC or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in 13(c) of the FDIA; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action. (v) No payments shall be made pursuant to this paragraph 5 or any other provision herein in violation of the requirements of Section 18(k) (12 U.S.C. §1828(k)).

Regulatory Restrictions. Notwithstanding anything to the contrary contained in this Agreement: (i) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankEmployer’s affairs by an order issued under Sections Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Employer under this Agreement shall terminate terminate, as of the effective date of the such order, but vested rights except for the payment of Base Salary due and owing on the effective date of said order, reimbursement of business expenses incurred as of the parties shall not be affectedeffective date of termination and such matters required by law. (ii) If Executive is suspended and/or temporarily prohibited from participating in the Bank is in default (as defined in Section 3(x)(1) conduct of FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default; however, this subsection shall not affect the vested rights of the parties. (iii) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (A) Employer’s affairs by the Indiana Department of Financial Institutions (the “DFI”) or its designee, or the Bank’s primary federal regulator at the time that 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 FDIA; or (B) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties. (iv) If a notice served under Section 8(e)(3) or (g)(18(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or and (g)(1)) suspends and/or temporarily prohibits Executive from participating in the conduct ), all obligations of the Bank’s affairs, the Company’s obligations Employer under this Agreement shall be suspended as of the effective date of such noticeservice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, in its sole discretion, Employer shall (Ai) pay Executive all or part of the compensation withheld while its contract obligations were suspended, and/or suspended and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (viii) Notwithstanding anything to the contrary contained herein, Executive acknowledges and agrees that any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(kIf Bank is in default (as defined in Section 3(x)(1) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359FDIA), which provisions contain certain prohibitions and limitations on making “golden parachute” and certain indemnification payments by FDIC-insured institutions and their holding companies. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any all obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive shall terminate as a result of the application date of these limitationsdefault, but the vested rights of the parties shall not be affected. (iv) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of Employer (i) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in 13(c) of the FDIA; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action. (v) No payments shall be made pursuant to this paragraph 5 or any other provision herein in violation of the requirements of Section 18(k) (12 U.S.C. §1828(k)).

Regulatory Restrictions. Notwithstanding anything to the contrary contained in this Agreement: (i) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankEmployer’s affairs by an order issued under Sections Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Employer under this Agreement shall terminate terminate, as of the effective date of the such order, but vested rights except for the payment of Base Salary due and owing on the effective date of said order, reimbursement of business expenses incurred as of the parties shall not be affectedeffective date of termination and such matters required by law. (ii) If Executive is suspended and/or temporarily prohibited from participating in the Bank is in default (as defined in Section 3(x)(1) conduct of FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default; however, this subsection shall not affect the vested rights of the parties. (iii) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (A) Employer’s affairs by the Indiana Department of Financial Institutions (the “DFI”) or its designee, or the Bank’s primary federal regulator at the time that 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 FDIA; or (B) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties. (iv) If a notice served under Section 8(e)(3) or (g)(18(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or and (g)(1)) suspends and/or temporarily prohibits Executive from participating in the conduct ), all obligations of the Bank’s affairs, the Company’s obligations Employer under this Agreement shall be suspended as of the effective date of such noticeservice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, in its sole discretion, Employer shall (Ai) pay Executive all or part of the compensation withheld while its contract obligations were suspended, and/or suspended and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (viii) Notwithstanding anything to If the contrary contained herein, Executive acknowledges and agrees that any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(kBank is in default (as defined in Section 3(x)(1) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359FDIA), which provisions contain certain prohibitions and limitations on making “golden parachute” and certain indemnification payments by FDIC-insured institutions and their holding companies. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any all obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive shall terminate as a result of the application date of these limitationsdefault, but the vested rights of the parties shall not be affected. (iv) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Bank (i) by the director of the FDIC or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in 13(c) of the FDIA; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of Executive that have already vested, however, shall not be affected by such action. (v) No payments shall be made pursuant to this paragraph 5 or any other provision herein in violation of the requirements of Section 18(k) of the FDIA (12 U.S.C. §1828(k)).

Regulatory Restrictions. The following provisions shall apply to the benefits to be provided to Executive under this Agreement, provided that, as set forth in subsections (ib), (c), and (d) below, Executive's vested benefits under this Agreement shall not be affected by the provisions of such subsections. (a) If Executive is removed and/or permanently suspended from office and / or temporarily prohibited from participating in the conduct of the Bank’s Company's affairs by an order issued a notice served under Sections 8(e)(4Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (Act, 12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (ii) If the Bank is in default (as defined in Section 3(x)(1) of FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default; however, this subsection shall not affect the vested rights of the parties. (iii) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (A) by the Indiana Department of Financial Institutions (the “DFI”) or its designee, or the Bank’s primary federal regulator at the time that 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 FDIA; or (B) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3ss.1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits Executive from participating in ; the conduct of the Bank’s affairs, the Company’s Companies' obligations under this Agreement shall be suspended as of the effective date of such noticeservice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, may in its sole discretion, discretion (Ai) pay Executive all or part of the compensation any payments under this Agreement that were withheld while its their contract obligations were suspended, and/or suspended and (Bii) reinstate (in whole or in part) any of its the obligations which were suspended. (vb) Notwithstanding anything If Executive is removed and / or permanently prohibited from participating in the conduct of the Company's affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(4) or (g)(1), all obligations of the Companies under this contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (c) If the Company is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1813(x) (1) all obligations of the Companies under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (d) All obligations of the Company under this Agreement shall be terminated, except to the contrary extent determined that continuation of the Agreement is necessary for the continued operation of the institution, (i) by the Director of the OTS (or his designee) or the FDIC, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained hereinin Section 13(c) of the Federal Deposit Insurance Act, Executive acknowledges and agrees 12 U.S.C.ss.1823(c); or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Company or when the Company is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that any have already vested, however, shall not be affected by such action. (e) Any payments made to Executive pursuant to this Agreement, or otherwise, Agreement are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(k) and Part 359 of the FDIC’s regulations (ss.1828(k), 12 C.F.R. ss.545.121, FDIC regulation 12 CFR Part 359), which provisions contain certain prohibitions Golden Parachute and limitations on making “golden parachute” Indemnification Payments, and certain indemnification payments by FDIC-insured institutions any rules and their holding companiesregulations promulgated thereunder. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Monterey Bay Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive as a result of the application of these limitations.Salary Continuation Agreement

Regulatory Restrictions. Notwithstanding anything to the contrary contained in this Agreement: (i) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankEmployer’s affairs by an order issued under Sections Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Employer under this Agreement shall terminate terminate, as of the effective date of the such order, but vested rights except for the payment of Base Salary due and owing on the effective date of said order, reimbursement of business expenses incurred as of the parties shall not be affectedeffective date of termination and such matters required by law. (ii) If Executive is suspended and/or temporarily prohibited from participating in the Bank is in default (as defined in Section 3(x)(1) conduct of FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default; however, this subsection shall not affect the vested rights of the parties. (iii) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (A) Employer’s affairs by the Indiana Department of Financial Institutions (the “DFI”) or its designee, or the Bank’s primary federal regulator at the time that 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 FDIA; or (B) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties. (iv) If a notice served under Section 8(e)(3) or (g)(18(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or and (g)(1)) suspends and/or temporarily prohibits Executive from participating in the conduct ), all obligations of the Bank’s affairs, the Company’s obligations Employer under this Agreement shall be suspended as of the effective date of such noticeservice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, in its sole discretion, Employer shall (Ai) pay Executive all or part of the compensation withheld while its contract obligations were suspended, and/or suspended and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (viii) Notwithstanding anything to If the contrary contained herein, Executive acknowledges and agrees that any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(kBank is in default (as defined in Section 3(x)(1) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359FDIA), which provisions contain certain prohibitions and limitations on making “golden parachute” and certain indemnification payments by FDIC-insured institutions and their holding companies. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any all obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive shall terminate as a result of the application date of these limitationsdefault, but the vested rights of the parties shall not be affected. (iv) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Bank (i) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in 13(c) of the FDIA; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of Executive that have already vested, however, shall not be affected by such action. (v) No payments shall be made pursuant to this paragraph 5 or any other provision herein in violation of the requirements of Section 18(k) of the FDIA (12 U.S.C. §1828(k)).

Regulatory Restrictions. The following provisions shall apply to the benefits to be provided to Executive under this Agreement, provided that, as set forth in subsections (ib), (c), and (d) below, Executive's vested benefits under this Agreement shall not be affected by the provisions of such subsections. (a) If Executive is removed and/or permanently suspended from office and / or temporarily prohibited from participating in the conduct of the Bank’s Company's affairs by an order issued a notice served under Sections 8(e)(4Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (Act, 12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (ii) If the Bank is in default (as defined in Section 3(x)(1) of FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default; however, this subsection shall not affect the vested rights of the parties. (iii) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (A) by the Indiana Department of Financial Institutions (the “DFI”) or its designee, or the Bank’s primary federal regulator at the time that 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 FDIA; or (B) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3ss.1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits Executive from participating in ; the conduct of the Bank’s affairs, the Company’s Companies' obligations under this Agreement shall be suspended as of the effective date of such noticeservice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, may in its sole discretion, discretion (Ai) pay Executive all or part of the compensation any payments under this Agreement that were withheld while its their contract obligations were suspended, and/or suspended and (Bii) reinstate (in whole or in part) any of its the obligations which were suspended. (vb) Notwithstanding anything If Executive is removed and / or permanently prohibited from participating in the conduct of the Company's affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(4) or (g)(1), all obligations of the Companies under this contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (c) If the Company is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1813(x) (1) all obligations of the Companies under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (d) All obligations of the Company under this Agreement shall be terminated, except to the contrary extent determined that continuation of the Agreement is necessary for the continued operation of the institution, (i) by the Director of the OTS (or his designee) or the FDIC, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained hereinin Section 13(c) of the Federal Deposit Insurance Act, Executive acknowledges and agrees 12 U.S.C.ss.1823(c); or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Company or when the Company is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that any have already vested, however, shall not be affected by such action. (e) Any payments made to Executive pursuant to this Agreement, or otherwise, Agreement are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(k) and Part 359 of the FDIC’s regulations (ss.1828(k), 12 C.F.R. ss.545.121, FDIC regulation 12 CFR Part 359), which provisions contain certain prohibitions Golden Parachute and limitations on making “golden parachute” Indemnification Payments, and certain indemnification payments by FDIC-insured institutions any rules and their holding companiesregulations promulgated thereunder. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Monterey Bay Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive as a result of the application of these limitations.Split Dollar Agreement

Regulatory Restrictions. Notwithstanding anything to the contrary contained in this Agreement: (i) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankEmployer’s affairs by an order issued under Sections Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Employer under this Agreement shall terminate terminate, as of the effective date of the such order, but except for the payment of Base Salary due and owing on the effective date of said order, reimbursement of business expenses incurred as of the effective date of termination, provision of vested rights under any compensation and/or benefit plan of the parties shall not be affectedEmployer or any of its affiliates (to the extent permitted by applicable law), and such matters required by law. (ii) If Executive is suspended and/or temporarily prohibited from participating in the Bank is in default (as defined in Section 3(x)(1) conduct of FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default; however, this subsection shall not affect the vested rights of the parties. (iii) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (A) Employer’s affairs by the Indiana Department of Financial Institutions (the “DFI”) or its designee, or the Bank’s primary federal regulator at the time that 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 FDIA; or (B) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties. (iv) If a notice served under Section 8(e)(3) or (g)(18(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or and (g)(1)) suspends and/or temporarily prohibits Executive from participating in the conduct ), all obligations of the Bank’s affairs, the Company’s obligations Employer under this Agreement shall be suspended as of the effective date of such noticeservice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, in its sole discretion, Employer shall (Ai) pay Executive all or part of the compensation withheld while its contract obligations were suspended, and/or suspended and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (viii) Notwithstanding anything to the contrary contained herein, Executive acknowledges and agrees that any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(kIf Bank is in default (as defined in Section 3(x)(1) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359FDIA), which provisions contain certain prohibitions and limitations on making “golden parachute” and certain indemnification payments by FDIC-insured institutions and their holding companies. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any all obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive shall terminate as a result of the application date of these limitationsdefault, but the vested rights of the parties shall not be affected. (iv) To the extent required by applicable law, all obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of Employer (i) by the director of the Federal Deposit Insurance Corporation (the “FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in Section 13(c) of the FDIA; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action. (v) No payments shall be made pursuant to this Section 5 or any other provision herein in violation of the requirements of Section 18(k) of the FDIA (12 U.S.C. 1828(k)).

Regulatory Restrictions. (i) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (ii) If the Bank is in default (as defined in Section 3(x)(1) of FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default; however, this subsection shall not affect the vested rights of the parties. (iii) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (Ai) by the Indiana Department of Financial Institutions (the “DFI”) or its designee, or the Bank’s primary federal regulator at the time that 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 FDIA; or (Bii) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits Executive from participating in the conduct of the Bank’s affairs, the Company’s obligations under this Agreement shall be suspended as of the effective date of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, in its sole discretion, (Ai) pay Executive all or part of the compensation withheld while its contract obligations were suspended, and/or (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (v) Notwithstanding anything to the contrary contained herein, Executive acknowledges and agrees that any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(k) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359), which provisions contain certain prohibitions and limitations on making “golden parachute” and certain indemnification payments by FDIC-insured institutions and their holding companies. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive as a result of the application of these limitations.

Regulatory Restrictions. (ia) If Executive is removed and/or permanently prohibited from participating in Notwithstanding any other provision of this Agreement to the conduct of the Bank’s affairs by an order issued under Sections 8(e)(4) or 8(g)(1contrary, any payments made to Employee pursuant to this Agreement are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4§1828(k), and the regulations promulgated thereunder, including 12 C.F.R. Part 359. (b) and If Employee is suspended from office and/or temporarily prohibited from participating in the conduct of Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the FDIA, 12 U.S.C. § 1818(e)(3) or (g)(1), Employer’s obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall pay Employee all or part of the compensation withheld while its contractual obligations were suspended and reinstate any of the obligations which were suspended. (c) If Employee is removed and/or permanently prohibited from participating in the conduct of Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(l) of the FDIA, 12 U.S.C. § 1818(e)(4) or (g)(l), all obligations of the Company Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (iid) If the Tri Counties Bank is in default (as defined in Section 3(x)(13(x)(l) of the FDIA), 12 U.S.C. § 1813(x)(l) all obligations of the Company Employer under this Agreement contract shall terminate as of the date of default; however, but this subsection shall not affect the vested rights of the parties. (iii) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (A) by the Indiana Department of Financial Institutions (the “DFI”) or its designee, or the Bank’s primary federal regulator at the time that 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 FDIA; or (B) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action section shall not affect any vested rights of the contracting parties. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits Executive from participating in the conduct of the Bank’s affairs, the Company’s obligations under this Agreement shall be suspended as of the effective date of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, in its sole discretion, (A) pay Executive all or part of the compensation withheld while its contract obligations were suspended, and/or (B) reinstate (in whole or in part) any of its obligations which were suspended. (v) Notwithstanding anything to the contrary contained herein, Executive acknowledges and agrees that any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(k) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359), which provisions contain certain prohibitions and limitations on making “golden parachute” and certain indemnification payments by FDIC-insured institutions and their holding companies. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive as a result of the application of these limitations.

Regulatory Restrictions. Notwithstanding anything to the contrary contained in this Agreement: (i) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s Employer's affairs by an order issued under Sections Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“"FDIA”") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Employer under this Agreement shall terminate terminate, as of the effective date of the such order, but vested rights except for the payment of Base Salary due and owing on the parties shall not be affectedeffective date of termination and such matters required by law. (ii) If Executive is suspended and/or temporarily prohibited from participating in the Bank is in default (as defined in Section 3(x)(1) conduct of FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default; however, this subsection shall not affect the vested rights of the parties. (iii) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (A) Employer's affairs by the Indiana Department of Financial Institutions (the “DFI”) or its designee, or the Bank’s primary federal regulator at the time that 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 FDIA; or (B) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties. (iv) If a notice served under Section 8(e)(3) or (g)(18(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or and (g)(1)) suspends and/or temporarily prohibits Executive from participating in the conduct ), all obligations of the Bank’s affairs, the Company’s obligations Employer under this Agreement shall be suspended as of the effective date of such noticeservice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, in its sole discretion, Employer shall (Ai) pay Executive all or part of the compensation withheld while its contract obligations were suspended, and/or suspended and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (viii) Notwithstanding anything to the contrary contained herein, Executive acknowledges and agrees that any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(kIf Bank is in default (as defined in Section 3(x)(1) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359FDIA), which provisions contain certain prohibitions and limitations on making “golden parachute” and certain indemnification payments by FDIC-insured institutions and their holding companies. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any all obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive shall terminate as a result of the application date of these limitationsdefault, but the vested rights of the parties shall not be affected. (iv) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of Employer (i) by the director of the FDIC or his or her designee (the "Director"), at the time the FDIC enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in 13(c) of teh FDIA; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Employer when the Employer is determined by the Director to be in unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action. (v) No payments shall be made pursuant to this paragraph 5 or any other provision herein in violation of the requirements of Section 18(k) (12 U.S.C. §1828(k)).

Regulatory Restrictions. Notwithstanding anything to the contrary contained in this Agreement: (i) If Executive is removed and/or permanently prohibited from participating in the conduct of the BankEmployer’s affairs by an order issued under Sections Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company Employer under this Agreement shall terminate terminate, as of the effective date of the such order, but vested rights except for the payment of Base Salary due and owing on the effective date of said order, reimbursement of business expenses incurred as of the parties shall not be affected.effective date of termination and such matters required by law. Employee: /s/ TJI (ii) If Executive is suspended and/or temporarily prohibited from participating in the Bank is in default (as defined in Section 3(x)(1) conduct of FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default; however, this subsection shall not affect the vested rights of the parties. (iii) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (A) Employer’s affairs by the Indiana Department of Financial Institutions (the “DFI”) or its designee, or the Bank’s primary federal regulator at the time that 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 FDIA; or (B) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties. (iv) If a notice served under Section 8(e)(3) or (g)(18(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or and (g)(1)) suspends and/or temporarily prohibits Executive from participating in the conduct ), all obligations of the Bank’s affairs, the Company’s obligations Employer under this Agreement shall be suspended as of the effective date of such noticeservice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, in its sole discretion, Employer shall (Ai) pay Executive all or part of the compensation withheld while its contract obligations were suspended, and/or suspended and (Bii) reinstate (in whole or in part) any of its obligations which were suspended. (viii) Notwithstanding anything to the contrary contained herein, Executive acknowledges and agrees that any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(kIf Bank is in default (as defined in Section 3(x)(1) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359FDIA), which provisions contain certain prohibitions and limitations on making “golden parachute” and certain indemnification payments by FDIC-insured institutions and their holding companies. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any all obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive shall terminate as a result of the application date of these limitationsdefault, but the vested rights of the parties shall not be affected. (iv) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of Employer (i) by the director of the FDIC or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in 13(c) of the FDIA; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Employer when the Employer is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however, shall not be affected by such action. (v) No payments shall be made pursuant to this paragraph 5 or any other provision herein in violation of the requirements of Section 18(k) (12 U.S.C. §1828(k)).

Regulatory Restrictions. The following provisions shall apply to the benefits to be provided to Executive under this Agreement, provided that, as set forth in subsections (ib), (c), and (d) below, Executive's vested benefits under this Agreement shall not be affected by the provisions of such subsections. (a) If Executive is removed and/or permanently suspended from office and / or temporarily prohibited from participating in the conduct of the Bank’s Company's affairs by an order issued a notice served under Sections 8(e)(4Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (Act, 12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (ii) If the Bank is in default (as defined in Section 3(x)(1) of FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default; however, this subsection shall not affect the vested rights of the parties. (iii) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (A) by the Indiana Department of Financial Institutions (the “DFI”) or its designee, or the Bank’s primary federal regulator at the time that 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 FDIA; or (B) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties. (iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3ss.1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits Executive from participating in ; the conduct of the Bank’s affairs, the Company’s Companies' obligations under this Agreement shall be suspended as of the effective date of such noticeservice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, may in its sole discretion, discretion (Ai) pay Executive all or part of the compensation any payments under this Agreement that were withheld while its their contract obligations were suspended, and/or suspended and (Bii) reinstate (in whole or in part) any of its the obligations which were suspended. (vb) Notwithstanding anything If Executive is removed and / or permanently prohibited from participating in the conduct of the Company's affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(4) or (g)(1), all obligations of the Companies under this contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (c) If the Company is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1813(x) (1) all obligations of the Companies under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. Monterey Bay Bank Executive Bonus Agreement (d) All obligations of the Company under this Agreement shall be terminated, except to the contrary extent determined that continuation of the Agreement is necessary for the continued operation of the institution, (i) by the Director of the OTS (or his designee) or the FDIC, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained hereinin Section 13(c) of the Federal Deposit Insurance Act, Executive acknowledges and agrees 12 U.S.C.ss.1823(c); or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Company or when the Company is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that any have already vested, however, shall not be affected by such action. (e) Any payments made to Executive pursuant to this Agreement, or otherwise, Agreement are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(k) and Part 359 of the FDIC’s regulations (ss.1828(k), 12 C.F.R. ss.545.121, FDIC regulation 12 CFR Part 359), which provisions contain certain prohibitions Golden Parachute and limitations on making “golden parachute” Indemnification Payments, and certain indemnification payments by FDIC-insured institutions any rules and their holding companies. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive as a result of the application of these limitationsregulations promulgated thereunder.