Common use of Regulatory Suspension and Termination Clause in Contracts

Regulatory Suspension and Termination. (i) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Company’s affairs by a notice served under Section 8(e)(3) (12 U.S.C. § 1818(e)(3)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIA, the Company’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company shall except to the extent prohibited by the Company’s regulatory agencies, (A) pay the Executive all or part of the compensation withheld while their contract obligations were suspended and (B) reinstate any of the obligations which were suspended. (ii) If the 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) (12 U.S.C. § 1818(e)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIA, all obligations of the Company under this contract shall terminate as of the effective date of the order, but vested rights of the contracting 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 contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (iv) All obligations of the Company under this contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institution 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. Any rights of the parties that have already vested, however, shall not be affected by such action.

Regulatory Suspension and Termination. (i) If the Executive is suspended from office and/or 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(e)(3) (12 U.S.C. § 1818(e)(3)8(e) or 8(g) (12 U.S.C. § 1818(g)) of the FDIA, or pursuant to Section 30.12.040 of the Company’s Revised Code of Washington, all obligations of the Company and its Affiliates under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If ; if the charges in the such notice are dismissed, the Company shall except to the extent prohibited by the Company’s regulatory agencies, may in its discretion (A) pay the Executive all or part of the compensation withheld while their contract its and its Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of the its and its Affiliates’ obligations which that were suspended. , all in accordance with Code Section 409A. (ii) If the Executive is removed and/or 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 contract Agreement shall terminate as of the effective date of the order, but provided that this Section 9(j) shall not affect any vested rights of the contracting parties shall not be affectedParties. (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 contract Agreement shall terminate as of the date of default, but provided that this paragraph Section 9(j) shall not affect any vested rights of the contracting partiesParties. (iv) All obligations of the Company under this contract Agreement shall be terminated, except to the extent determined by the FDIC that continuation of the contract this Agreement is necessary for the continued operation of the institution by the Federal Deposit Insurance Corporation (the “FDIC”)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) (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. Any , provided that this Section 9(j) shall not affect any vested rights of the parties that have already vestedParties. (v) Any payments made to Executive pursuant to this Agreement, howeveror otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA. (k) Clawback. Any payment or benefit received under this Agreement shall not be affected by such action.subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any applicable Company clawback policy, as it may be amended from time to time, or any applicable law. In addition, and notwithstanding any provision of this Agreement to the contrary, if any Severance Restrictions require the recapture or “clawback” of any Severance Amount paid to Executive under this Agreement, Executive shall repay to the

Regulatory Suspension and Termination. (i) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of TCGI’s or the CompanyBank’s affairs by a notice served under Section 8(e)(3) (12 U.S.C. § 1818(e)(3)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIAFederal Deposit Insurance Act, as amended, TCGI’s or the CompanyBank’s obligations under this contract Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company shall except to the extent prohibited by the Company’s regulatory agencies, then TCGI shall: (Ai) pay the Executive all or part of the compensation withheld while their contract obligations were suspended suspended, and (Bii) reinstate any of the obligations obligations, which were suspended. (ii) If the Executive is removed and/or permanently prohibited from participating in the conduct of TCGI’s or the CompanyBank’s affairs 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, as amended, all obligations of TCGI and the Company Bank under this contract Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties Parties shall not be affected. (iii) If TCGI or the Company 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 TCGI or the Company Bank under this contract Agreement shall terminate as of the date of default, but this paragraph sentence shall not affect any vested rights of the contracting partiesParties. (iv) All obligations of TCGI and the Company Bank under this contract Agreement shall be terminated, except to the extent determined that continuation of the contract Agreement is necessary for the continued operation of the institution 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 TCGI or the Company Bank under the authority contained in Section 13(c) (12 U.S.C. § 1823(c)) of the FDIAFederal Deposit Insurance Act, as amended, or when TCGI or the Company Bank is determined by the FDIC to be in an unsafe or unsound condition. Any rights of the parties Parties that have already vested, however, shall not be affected by such action. 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 Federal Deposit Insurance Act, as amended, and any regulations promulgated thereunder.

Regulatory Suspension and Termination. (i) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Company’s affairs by a notice served under Section 8(e)(3) (12 U.S.C. § 1818(e)(3)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIA, the Company’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company shall except to the extent prohibited by the Company’s regulatory agencies, (A) pay the Executive all or part of the compensation withheld while their contract obligations were suspended and (B) reinstate any of the obligations which were suspended. (ii) If the 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) (12 U.S.C. § 1818(e)) or 8(g) (12 U.S.C. § 1818(g)) of the FDIA, all obligations of the Company under this contract shall terminate as of the effective date of the order, but vested rights of the contracting 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 contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (iv) All obligations of the Company under this contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institution 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. Any rights of the parties that have already vested, however, shall not be affected by such action. Section 6.