Common use of Regulatory Suspension and Termination Clause in Contracts

Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; if the charges in such notice are dismissed, the Company may in its discretion (A) pay Executive all or part of the compensation withheld while its and its Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any vested rights of the Parties. (iii) If the Company is in default as defined in Section 3(x) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the date of default, provided that this Section 4(i) shall not affect any vested rights of the Parties. (iv) All obligations of the Company under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA, or when the Company is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested rights of the Parties. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its the Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; , provided that if the charges in such notice are dismissed, the Company may in its discretion (A) pay Executive all or part of the compensation withheld while its and its the Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its the Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its the Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any vested rights of the Parties. (iii) If the Company is in default as defined in Section 3(x) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the date of default, provided that this Section 4(i) shall not affect any vested rights of the Parties. (iv) All obligations of the Company under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA, or when the Company is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested rights of the Parties. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If the Executive is suspended or from office and/or temporarily prohibited from participating in the conduct of the Employer’s affairs of the Company or an Affiliate by a notice served under Section 8(e8(e)(3) (12 U.S.C. Section 1818(e)(3)) or 8(g) (12 U.S.C. Section 1818(g)) of the FDIAFederal Deposit Insurance Act, or pursuant to Section 30.12.040 of as amended, the Revised Code of Washington, all Employer’s obligations of the Company and its Affiliates under this Agreement contract shall be suspended as of the date of service, unless stayed by appropriate proceedings; if . If the charges in such the notice are dismissed, the Company may in its discretion Employer shall (A) pay the Executive all or part of the compensation withheld while its and its Affiliates’ the contract obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its Affiliates’ the obligations that which were suspended, all in accordance with Code Section 409A.. (ii) If the Executive is removed or and/or permanently prohibited from participating in the conduct of the Employer’s affairs of the Company or an Affiliate by an order issued under Section 8(e) (12 U.S.C. Section 1818(e)) or 8(g) (12 U.S.C. Section 1818(g)) of the FDIAFederal Deposit Insurance Act, or pursuant to Section 30.12.040 of the Revised Code of Washingtonas amended, all obligations of the Company and its Affiliates Employer under this Agreement contract shall terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any but vested rights of the Partiescontracting parties shall not be affected. (iii) If the Company Employer is in default as defined in Section 3(x) (12 U.S.C. Section 1813(x)(1)) of the FDIAFederal Deposit Insurance Act, as amended, all obligations of the Company Employer under this Agreement contract shall terminate as of the date of default, provided that but this Section 4(i) paragraph shall not affect any vested rights of the Partiescontracting parties. (iv) All obligations of the Company Employer under this Agreement contract shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement the contract is necessary for the continued operation of the institutioninstitution by the Federal Deposit Insurance Corporation (the “FDIC”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company Employer under the authority contained in Section 13(c) (12 U.S.C. Section 1823(c)) of the FDIAFederal Deposit Insurance Act, as amended, or when the Company Employer is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested . Any rights of the Partiesparties that have already vested, however, shall not be affected by such action. (v) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) (12 U.S.C. Section 1828(k)) of the FDIAFederal Deposit Insurance Act as amended, and any regulations promulgated thereunder.

Regulatory Suspension and Termination. (ia) If Executive the Employee is suspended or from office and/or temporarily prohibited from participating in the conduct of the Employer's affairs of the Company or an Affiliate by a notice served under Section 8(e8(e)(3) (12 U.S.C. ss. 1818(e)(3)) or 8(g) (12 U.S.C. ss. 1818(g)) of the FDIAFederal Deposit Insurance Act, or pursuant to Section 30.12.040 of as amended, the Revised Code of Washington, all Employer's obligations of the Company and its Affiliates under this Agreement contract shall be suspended as of the date of service, unless stayed by appropriate proceedings; if . If the charges in such the notice are dismissed, the Company may in its discretion Employer shall (A) pay Executive the Employee all or part of the compensation withheld while its and its Affiliates’ their contract obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its Affiliates’ obligations that the obligations, which were suspended, all in accordance with Code Section 409A.. (iib) If Executive the Employee is removed or and/or permanently prohibited from participating in the conduct of the Employer's affairs of the Company or an Affiliate by an order issued under Section 8(e) (12 U.S.C. ss. 1818(e)) or 8(g) (12 U.S.C. ss. 1818(g)) of the FDIAFederal Deposit Insurance Act, or pursuant to Section 30.12.040 of the Revised Code of Washingtonas amended, all obligations of the Company and its Affiliates Employer under this Agreement contract shall terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any but vested rights of the Partiescontracting parties shall not be affected. (iiic) If the Company Employer is in default as defined in Section 3(x) (12 U.S.C. ss. 1813(x)(1)) of the FDIAFederal Deposit Insurance Act, as amended, all obligations of the Company Employer under this Agreement contract shall terminate as of the date of default, provided that but this Section 4(i) paragraph shall not affect any vested rights of the Partiescontracting parties. (ivd) All obligations of the Company Employer under this Agreement contract shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement the contract is necessary for the continued operation of the institutioninstitution by the Federal Deposit Insurance Corporation (the "FDIC"), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company Employer under the authority contained in Section 13(c) (12 U.S.C. ss. 1823(c)) of the FDIAFederal Deposit Insurance Act, as amended, or when the Company Employer is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested . Any rights of the Partiesparties that have already vested, however, shall not be affected by such action. (ve) Any payments made to Executive the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) (12 U.S.C. ss. 1828(k)) of the FDIAFederal Deposit Insurance Act as amended, and any regulations promulgated thereunder.

Regulatory Suspension and Termination. (i) If the Executive is suspended or from office and/or temporarily prohibited from participating in the conduct of the Employer’s affairs of the Company or an Affiliate by a notice served under Section 8(e8(e)(3) (12 U.S.C. Section 1818(e)(3)) or 8(g) (12 U.S.C. Section 1818(g)) of the FDIAFederal Deposit Insurance Act, or pursuant to Section 30.12.040 of as amended, the Revised Code of Washington, all Employer’s obligations of the Company and its Affiliates under this Agreement contract shall be suspended as of the date of service, unless stayed by appropriate proceedings; if . If the charges in such the notice are dismissed, the Company may in its discretion Employer shall: (A) pay the Executive all or part of the compensation withheld while its and its Affiliates’ the contract obligations under this Agreement were suspended suspended; and (B) reinstate in whole or in part any of its and its Affiliates’ the obligations that which were suspended, all in accordance with Code Section 409A.. (ii) If the Executive is removed or and/or permanently prohibited from participating in the conduct of the Employer’s affairs of the Company or an Affiliate by an order issued under Section 8(e) (12 U.S.C. Section 1818(e)) or 8(g) (12 U.S.C. Section 1818(g)) of the FDIAFederal Deposit Insurance Act, or pursuant to Section 30.12.040 of the Revised Code of Washingtonas amended, all obligations of the Company and its Affiliates Employer under this Agreement contract shall terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any but vested rights of the Partiescontracting parties shall not be affected. (iii) If the Company Employer is in default as defined in Section 3(x) (12 U.S.C. Section 1813(x)(1)) of the FDIAFederal Deposit Insurance Act, as amended, all obligations of the Company Employer under this Agreement contract shall terminate as of the date of default, provided that but this Section 4(i) paragraph shall not affect any vested rights of the Partiescontracting parties. (iv) All obligations of the Company Employer under this Agreement contract shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement the contract is necessary for the continued operation of the institutioninstitution by the Federal Deposit Insurance Corporation (the “FDIC”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company Employer under the authority contained in Section 13(c) (12 U.S.C. Section 1823(c)) of the FDIAFederal Deposit Insurance Act, as amended, or when the Company Employer is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested . Any rights of the Partiesparties that have already vested, however, shall not be affected by such action. (v) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) (12 U.S.C. Section 1828(k)) of the FDIAFederal Deposit Insurance Act as amended, and any regulations promulgated thereunder.

Regulatory Suspension and Termination. (ia) If the Executive is suspended or from office and/or temporarily prohibited from participating in the conduct of the Company’s and/or the Bank’s affairs of the Company or an Affiliate by a notice served under Section 8(e8(e)(3) (12 U.S.C. § 1818(e)(3)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIAFederal Deposit Insurance Act, or pursuant to Section 30.12.040 of as amended, the Revised Code of Washington, all Employer’s obligations of the Company and its Affiliates under this Agreement contract shall be suspended as of the date of service, unless stayed by appropriate proceedings; if . If the charges in such the notice are dismissed, the Company may in its discretion Employer shall: (Ai) pay the Executive all or part of the compensation withheld while its and its Affiliates’ their contract obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. and; (ii) reinstate any of the obligations, which were suspended. (b) If the Executive is removed or and/or permanently prohibited from participating in the conduct of the Company’s and/or the Bank’s affairs of the Company or an Affiliate by an order issued under Section 8(e) (12 U.S.C. § 1818(e)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIAFederal Deposit Insurance Act, or pursuant to Section 30.12.040 of the Revised Code of Washingtonas amended, all obligations of the Company and its Affiliates Employer under this Agreement contract shall terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any but vested rights of the Partiescontracting parties shall not be affected. (iiic) If the Company and/or the Bank is in default as defined in Section 3(x) (12 U.S.C. § 1813(x)(1)) of the FDIAFederal Deposit Insurance Act, as amended, all obligations of the Company Employer under this Agreement contract shall terminate as of the date of default, provided that but this Section 4(i) paragraph shall not affect any vested rights of the Partiescontracting parties. (ivd) All obligations of the Company under this Agreement shall be terminated, except Except to the extent determined by the FDIC Federal Deposit Insurance Corporation (the “FDIC”) or the Board of Governors of the Federal Reserve System (each a “primary federal regulator”) determines that continuation of this Agreement contract is necessary for the continued operation of the institution, Employer: (e) All obligations of the Employer under this contract shall be terminated by or at the time direction of a primary federal regulator at the time: (A) the FDIC enters into an agreement to provide assistance to or on behalf of the Company Employer under the authority contained in Section 13(c) of the FDIAFederal Deposit Insurance Act (12 U.S.C. § 1823(c)); or (B) a primary federal regulator approves a supervisory acquisition to resolve problems related to the operation of the Employer; provided, however, that any rights of the parties that have already vested shall not be affected by such termination; and (f) All obligations of the Employer under this contract shall be suspended by or when at the Company direction of a primary federal regulator if such primary federal regulator determines that the Employer is determined by the FDIC to be in an unsafe or unsound conditioncondition for the period, provided that this Section 4(i) and such suspension shall not affect any vested rights of the Partiescontinue so long as such determination remains in effect. (vg) Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) (12 U.S.C. §1828(k)) of the FDIAFederal Deposit Insurance Act as amended, and any regulations promulgated thereunder.

Regulatory Suspension and Termination. (ia) If Executive is suspended or from office and/or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate Employer by a notice served under Section 8(e8(e)(3) (12 U.S.C. § 1818(e)(3)) or 8(g) (12 U.S.C. § 1818(g)) of the Federal Deposit Insurance Act, as amended (“FDIA”), or pursuant to Section 30.12.040 of the Revised Code of Washington, all Employer’s obligations of the Company and its Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; if . If the charges in such the notice are dismissed, the Company Employer may in its discretion discretion: (Ai) pay Executive all or part of the compensation withheld while its and its Affiliates’ the obligations under this Agreement herein were suspended suspended; and (Bii) reinstate (in whole or in part part) any of its and its Affiliates’ the obligations that which were suspended, all in accordance with Code Section 409A.. (iib) If Executive is removed or and/or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate Employer by an order issued under Section 8(e) (12 U.S.C. § 1818(e)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates Employer under this Agreement shall terminate as of the effective date of the order, provided that but vested rights of the Parties shall not be affected. (c) If the Employer is in default as defined in Section 3(x) (12 U.S.C. § 1813(x)(1)) of the FDIA, all obligations of the Employer under this Section 4(i) Agreement shall terminate as of the date of default, but this subsection shall not affect any vested rights of the Parties. (iii) If the Company is in default as defined in Section 3(x) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the date of default, provided that this Section 4(i) shall not affect any vested rights of the Parties. (ivd) All obligations of the Company Employer under this Agreement shall be terminated, except to the extent it is determined by the FDIC Federal Deposit Insurance Corporation (the “FDIC”) that continuation of this the Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company Employer under the authority contained in Section 13(c) (12 U.S.C. § 1823(c)) of the FDIA, or when the Company Employer is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested . Any rights of the PartiesParties that have already vested, however, shall not be affected by such action. (ve) All obligations of the Employer under this Agreement shall be terminated, except to the extent that it is determined by the Commissioner of the Office of Financial and Insurance Regulation of the State of Michigan (the “Commissioner”), or its designee, that continuation of the Agreement is necessary for the continued operation of the Employer: (1) by the Commissioner or its designee at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in Section 13(c) of the FDIA; or (2) by the Commissioner or its designee at the time of approval of a supervisor merger to resolve problems related to the operation of the Employer or when the Employer is determined to be in an unsafe or unsound condition. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) (12 U.S.C. § 1828(k)) of the FDIA.

Regulatory Suspension and Termination. (ia) If Executive the Employee is suspended or from office and/or temporarily prohibited from participating in the conduct of the Employer’s affairs of the Company or an Affiliate by a notice served under Section 8(e8(e)(3) (12 U.S.C. § 1818(e)(3)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIAFederal Deposit Insurance Act, or pursuant to Section 30.12.040 of as amended, the Revised Code of Washington, all Employer’s obligations of the Company and its Affiliates under this Agreement contract shall be suspended as of the date of service, unless stayed by appropriate proceedings; if . If the charges in such the notice are dismissed, the Company may in its discretion Employer shall (A) pay Executive the Employee all or part of the compensation withheld while its and its Affiliates’ their contract obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its Affiliates’ obligations that the obligations, which were suspended, all in accordance with Code Section 409A.. (iib) If Executive the Employee is removed or and/or permanently prohibited from participating in the conduct of the Employer’s affairs of the Company or an Affiliate by an order issued under Section 8(e) (12 U.S.C. § 1818(e)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIAFederal Deposit Insurance Act, or pursuant to Section 30.12.040 of the Revised Code of Washingtonas amended, all obligations of the Company and its Affiliates Employer under this Agreement contract shall terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any but vested rights of the Partiescontracting parties shall not be affected. (iiic) If the Company Employer is in default as defined in Section 3(x) (12 U.S.C. § 1813(x)(1)) of the FDIAFederal Deposit Insurance Act, as amended, all obligations of the Company Employer under this Agreement contract shall terminate as of the date of default, provided that but this Section 4(i) paragraph shall not affect any vested rights of the Partiescontracting parties. (ivd) All obligations of the Company Employer under this Agreement contract shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement the contract is necessary for the continued operation of the institutioninstitution by the Federal Deposit Insurance Corporation (the “FDIC”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company Employer under the authority contained in Section 13(c) (12 U.S.C. § 1823(c)) of the FDIAFederal Deposit Insurance Act, as amended, or when the Company Employer is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested . Any rights of the Partiesparties that have already vested, however, shall not be affected by such action. (ve) Any payments made to Executive the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) (12 U.S.C. § 1828(k)) of the FDIAFederal Deposit Insurance Act as amended, and any regulations promulgated thereunder.

Regulatory Suspension and Termination. (i) If the Executive is suspended or from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs of the Company or an Affiliate by a notice served under Section 8(e8(e)(3) (12 U.S.C. § 1818(e)(3)) or 8(g) (12 U.S.C. § 1818(g)) of the Federal Deposit Insurance Act, as amended, (the “FDIA, or pursuant to Section 30.12.040 of ”) the Revised Code of Washington, all Bank’s obligations of the Company and its Affiliates under this Agreement contract shall be suspended as of the date of service, unless stayed by appropriate proceedings; if . If the charges in such the notice are dismissed, the Company Bank may in its discretion (A) pay the Executive all or part of the compensation withheld while its and its Affiliates’ the Executive’s contract obligations under this Agreement were suspended and (B) reinstate (in whole or in part part) any of its and its Affiliates’ the obligations that which were suspended, all in accordance with Code Section 409A.. (ii) If the Executive is removed or and/or permanently prohibited from participating in the conduct of the Bank’s affairs of the Company or an Affiliate by an order issued under Section 8(e) (12 U.S.C. § 1818(e)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates Bank under this Agreement contract shall terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any but vested rights of the Partiescontracting parties shall not be affected. (iii) If the Company Bank is in default as defined in Section 3(x) (12 U.S.C. § 1813(x)(1)) of the FDIA, all obligations of the Company Bank under this Agreement contract shall terminate as of the date of default, provided that but this Section 4(i) paragraph shall not affect any vested rights of the Partiescontracting parties. (iv) All obligations of the Company Bank under this Agreement contract shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement the contract is necessary for the continued operation of the institutioninstitution by the Federal Deposit Insurance Corporation (the “FDIC”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company Bank under the authority contained in Section 13(c) (12 U.S.C. § 1823(c)) of the FDIA, or when the Company Corporation is determined by the Office of the Comptroller of the Currency or the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested . Any rights of the Partiesparties that have already vested, however, shall not be affected by such action. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive is suspended or from office and/or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate Employer by a notice served under Section 8(e8(e)(3) (12 U.S.C. § 1818(e)(3)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all Employer’s obligations of the Company and its Affiliates under this Agreement contract shall be suspended as of the date of service, unless stayed by appropriate proceedings; if . If the charges in such the notice are dismissed, the Company Employer may in its discretion discretion: (A) pay Executive all or part of the compensation withheld while its and its Affiliates’ their contract obligations under this Agreement were suspended suspended; and (B) reinstate (in whole or in part part) any of its and its Affiliates’ the obligations that which were suspended, all in accordance with Code Section 409A.. (ii) If Executive is removed or and/or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate Employer by an order issued under Section 8(e) (12 U.S.C. § 1818(e)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates Employer under this Agreement contract shall terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any but vested rights of the Partiescontracting parties shall not be affected. (iii) If the Company Employer is in default as defined in Section 3(x) (12 U.S.C. § 1813(x)(1)) of the FDIA, all obligations of the Company Employer under this Agreement contract shall terminate as of the date of default, provided that but this Section 4(i) subsection shall not affect any vested rights of the Partiescontracting parties. (iv) All obligations of the Company Employer under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement the contract is necessary for the continued operation of the institutioninstitution by the Federal Deposit Insurance Corporation (the “FDIC”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company Employer under the authority contained in Section 13(c) (12 U.S.C. § 1823(c)) of the FDIA, or when the Company Employer is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested . Any rights of the Partiesparties that have already vested, however, shall not be affected by such action. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) (12 U.S.C. §828(k)) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company Employer or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company Employer and its the Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; , provided that if the charges in such notice are dismissed, the Company Bank may in its discretion (A) pay Executive all or part of the compensation withheld while its and its the Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its the Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company Employer or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company Employer and its the Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i4(k) shall not affect any vested rights of the Parties. (iii) If the Company Bank is in default as defined in Section 3(x) of the FDIA, all obligations of the Company Employer under this Agreement shall terminate as of the date of default, provided that this Section 4(i4(k) shall not affect any vested rights of the Parties. (iv) All obligations of the Company Employer under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company Bank under the authority contained in Section 13(c) of the FDIA, or when the Company Bank is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i4(k) shall not affect any vested rights of the Parties. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its the Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; , provided that if the charges in such notice are dismissed, the Company may in its discretion (A) pay Executive all or part of the compensation withheld while its and its the Affiliates’ ' obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its the Affiliates’ ' obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its the Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i4(g) shall not affect any vested rights of the Parties. (iii) If the Company is in default as defined in Section 3(x) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the date of default, provided that this Section 4(i4(g) shall not affect any vested rights of the Parties. (iv) All obligations of the Company under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA, or when the Company is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i4(g) shall not affect any vested rights of the Parties. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate Bank by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates Bank under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; , provided that if the charges in such notice are dismissed, the Company Bank may in its discretion (A) pay Executive all or part of the compensation withheld while its and its Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate Bank by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates Bank under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i4(g) shall not affect any vested rights of the Parties. (iii) If the Company Bank is in default as defined in Section 3(x) of the FDIA, all obligations of the Company Bank under this Agreement shall terminate as of the date of default, provided that this Section 4(i4(g) shall not affect any vested rights of the Parties. (iv) All obligations of the Company Bank under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company Bank under the authority contained in Section 13(c) of the FDIA, or when the Company Bank is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i4(g) shall not affect any vested rights of the Parties. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; if the charges in such notice are dismissed, the Company may in its discretion (A) pay Executive all or part of the compensation withheld while its and its Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall 1656301.v1 terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any vested rights of the Parties. (iii) If the Company is in default as defined in Section 3(x) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the date of default, provided that this Section 4(i) shall not affect any vested rights of the Parties. (iv) All obligations of the Company under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA, or when the Company is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested rights of the Parties. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (ia) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its the Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; , provided that if the charges in such notice are dismissed, the Company may in its discretion (Ai) pay Executive all or part of the compensation withheld while its and its the Affiliates’ obligations under this Agreement were suspended and (Bii) reinstate in whole or in part any of its and its the Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (iib) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its the Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i) sentence shall not affect any vested rights of the Parties. (iiic) If the Company Bank is in default as defined in Section 3(x) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the date of default, provided that this Section 4(i) sentence shall not affect any vested rights of the Parties. (ivd) All obligations of the Company under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company Bank under the authority contained in Section 13(c) of the FDIA, or when the Company Bank is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) sentence shall not affect any vested rights of the Parties. (ve) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If the Executive is suspended or from office and/or temporarily prohibited from participating in the conduct of the Company’s affairs of the Company or an Affiliate by a notice served under Section 8(e8(e)(3) (12 U.S.C. § 1818(e)(3)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all Company’s obligations of the Company and its Affiliates under this Agreement contract shall be suspended as of the date of service, unless stayed by appropriate proceedings; if . If the charges in such the notice are dismissed, the Company may in its discretion shall except to the extent prohibited by the Company’s regulatory agencies, (A) pay the Executive all or part of the compensation withheld while its and its Affiliates’ their contract obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its Affiliates’ the obligations that which were suspended, all in accordance with Code Section 409A.. (ii) If the Executive is removed or and/or permanently prohibited from participating in the conduct of the Company’s affairs of the Company or an Affiliate by an order issued under Section 8(e) (12 U.S.C. § 1818(e)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement contract shall terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any but vested rights of the Partiescontracting parties shall not be affected. (iii) If the Company is in default as defined in Section 3(x) (12 U.S.C. § 1813(x)(1)) of the FDIA, all obligations of the Company under this Agreement contract shall terminate as of the date of default, provided that but this Section 4(i) paragraph shall not affect any vested rights of the Partiescontracting parties. (iv) All obligations of the Company under this Agreement contract shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement the contract is necessary for the continued operation of the institutioninstitution by the Federal Deposit Insurance Corporation (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 in Section 13(c) (12 U.S.C. § 1823(c)) of the FDIA, or when the Company is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested . Any rights of the Partiesparties that have already vested, however, shall not be affected by such action. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; if the charges in such notice are dismissed, the Company may in its discretion (A) pay Executive all or part of the compensation withheld while its and its Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of 1656293.v1 Washington, all obligations of the Company and its Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any vested rights of the Parties. (iii) If the Company is in default as defined in Section 3(x) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the date of default, provided that this Section 4(i) shall not affect any vested rights of the Parties. (iv) All obligations of the Company under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA, or when the Company is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested rights of the Parties. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its the Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; , provided that if the charges in such notice are dismissed, the Company (A) may in its discretion (A) discretion, pay Executive all or part of the compensation withheld while its and its the Affiliates’ obligations under this Agreement were suspended and (B) shall reinstate in whole or in part part, on a going forward basis, any of its and its the Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its the Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any vested rights of the Parties. (iii) If the Company is in default as defined in Section 3(x) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the date of default, provided that this Section 4(i) shall not affect any vested rights of the Parties. (iv) All obligations of the Company under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA, or when the Company is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested rights of the Parties. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive Employee is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company Bank or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company Bank and its the Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; , provided that if the charges in such notice are dismissed, the Company Bank may in its discretion (A) pay Executive Employee all or part of the compensation withheld while its and its the Affiliates’ ' obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its the Affiliates’ ' obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive Employee is removed or permanently prohibited from participating in the conduct of the affairs of the Company Bank or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company Bank and its the Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i) 4 shall not affect any vested rights of the Parties. (iii) If the Company Bank is in default as defined in Section 3(x) of the FDIA, all obligations of the Company Bank under this Agreement shall terminate as of the date of default, provided that this Section 4(i) 4 shall not affect any vested rights of the Parties. (iv) All obligations of the Company Bank under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company Bank under the authority contained in Section 13(c) of the FDIA, or when the Company Bank is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) 4 shall not affect any vested rights of the Parties. (v) Any payments made to Executive Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive Employee is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its the Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; , provided that if the charges in such notice are dismissed, the Company may in its discretion (A) pay Executive Employee all or part of the compensation withheld while its and its the Affiliates’ ' obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its the Affiliates’ ' obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive Employee is removed or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its the Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i) 4 shall not affect any vested rights of the Parties. (iii) If the Company is in default as defined in Section 3(x) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the date of default, provided that this Section 4(i) 4 shall not affect any vested rights of the Parties. Company represents and warrants that it is not under "Default" or "In Danger of Default" at the time of entering into this Agreement. (iv) All obligations of the Company under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA, or when the Company is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) 4 shall not affect any vested rights of the Parties. Provided however, Employee retains all rights to make such claims as may be permitted by the FDIC with respect to the termination of this Agreement at that time. (v) Any payments made to Executive Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company Employer or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company Employer and its the Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; , provided that if the charges in such notice are dismissed, the Company Bank may in its discretion (A) pay Executive all or part of the compensation withheld while its and its the Affiliates’ obligations under this Agreement were suspended and (B) reinstate in #847553v2_IMAN_ - Stiteley First Community Financial Employment Agreement 7 whole or in part any of its and its the Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company Employer or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company Employer and its the Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i4(k) shall not affect any vested rights of the Parties. (iii) If the Company Bank is in default as defined in Section 3(x) of the FDIA, all obligations of the Company Employer under this Agreement shall terminate as of the date of default, provided that this Section 4(i4(k) shall not affect any vested rights of the Parties. (iv) All obligations of the Company Employer under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company Bank under the authority contained in Section 13(c) of the FDIA, or when the Company Bank is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i4(k) shall not affect any vested rights of the Parties. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; if the charges in such notice are dismissed, the Company may in its discretion (A) pay Executive all or part of the compensation withheld while its and its Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) 409A. If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any vested rights of the Parties. (iiiii) If the Company is in default as defined in Section 3(x) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the date of default, provided that this Section 4(i) shall not affect any vested rights of the Parties. (iviii) All obligations of the Company under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA, or when the Company is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested rights of the Parties. (viv) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; if the charges in such notice are dismissed, the Company may in its discretion (A) pay Executive all or part of the compensation withheld while its and its Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i6(j) shall not affect any vested rights of the Parties. (iii) If the Company is in default as defined in Section 3(x) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the date of default, provided that this Section 4(i6(j) shall not affect any vested rights of the Parties. (iv) All obligations of the Company under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA, or when the Company is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i6(j) shall not affect any vested rights of the Parties. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. 847547v2_IMAN_ - Xxxxxxx First Community Financial Employment Agreement 7 (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company Employer or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company Employer and its the Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; , provided that if the charges in such notice are dismissed, the Company Bank may in its discretion (A) pay Executive all or part of the compensation withheld while its and its the Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its the Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company Employer or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company Employer and its the Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i4(k) shall not affect any vested rights of the Parties. (iii) If the Company Bank is in default as defined in Section 3(x) of the FDIA, all obligations of the Company Employer under this Agreement shall terminate as of the date of default, provided that this Section 4(i4(k) shall not affect any vested rights of the Parties. (iv) All obligations of the Company Employer under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company Bank under the authority contained in Section 13(c) of the FDIA, or when the Company Bank is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i4(k) shall not affect any vested rights of the Parties. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company Employer or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company Employer and its the Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; , provided that if the charges in such notice are dismissed, the Company Bank may in its discretion (A) pay Executive all or part of the compensation withheld while its and its the Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its the Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company Employer or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company Employer and its the Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i4(k) shall not affect any vested rights of the Parties. (iii) If the Company Bank is in default as defined in Section 3(x) of the FDIA, all obligations of the Company Employer under this Agreement shall terminate as of the date of default, provided that this Section 4(i4(k) shall not affect any vested rights of the Parties. (iv) All obligations of the Company Employer under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company Bank under the authority contained in Section 13(c) of the FDIA, or when the Company Bank is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i4(k) shall not affect any vested rights of the Parties.. #847527v2_IMAN_ - Xxxxxxxx First Community Financial Employment Agreement 8 (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; if the charges in such notice are dismissed, the Company may in its discretion (A) pay Executive all or part of the compensation withheld while its and its Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any vested rights of the Parties. (iii) If the Company is in default as defined in Section 3(x) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the date of default, provided that this Section 4(i) shall not affect any vested rights of the Parties.. 1654345.v2 (iv) All obligations of the Company under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA, or when the Company is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested rights of the Parties. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; if the charges in such notice are dismissed, the Company may in its discretion (A) pay Executive all or part of the compensation withheld while its and its Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i9(j) shall not affect any vested rights of the Parties. (iii) If the Company is in default as defined in Section 3(x) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the date of default, provided that this Section 4(i9(j) shall not affect any vested rights of the Parties. (iv) All obligations of the Company under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA, or when the Company is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i9(j) shall not affect any vested rights of the Parties. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.

Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; if the charges in such notice are dismissed, the Company may in its discretion (A) pay Executive all or part of the compensation withheld while its and its Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 4(i) shall not affect any vested rights of the Parties. (iii) If the Company is in default as defined in Section 3(x) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the date of default, provided that this Section 4(i) shall not affect any vested rights of the Parties. (iv) All obligations of the Company under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA, or when the Company is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 4(i) shall not affect any vested rights of the Parties. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA.