Common use of Return of Amounts Clause in Contracts

Return of Amounts. In consideration for the promises made by the Executive in Article 1, Section 2.2 and Section 2.3 herein, FII agrees to provide the Executive with the payments and benefits described in Article 3 of this Agreement. In the event that the Executive breaches any of the provisions of this Article or of Article 1, the payments and benefits provided for by Article 3 as well as any other compensation or benefits under another arrangement with FII (excluding for this purpose, any payments or distributions from or related to any tax-qualified retirement plan maintained for the benefit of the Executive) shall cease immediately and FII shall have no further liability for such payments after the date of the Executive’s breach. FII will immediately have the right to seek redress for such breach as set forth in Section 4.1 below, recover any payments made to the Executive pursuant to Article 3 as of the date of the breach, and recover any other damages that have been caused by the breach of his Agreement. Further, failure to comply with the provisions of this Article or of Article 1 or commission of an act which is an instance of Cause prior to or after, any exercise, payment or delivery pursuant to an exercise of any stock option or vesting of any incentive equity award (“Award”) shall cause such exercise, payment or delivery to be rescinded. FII will notify the Executive in writing of any such rescission within two years after such exercise, payment or delivery. Within ten days after receiving such notice from FII, the Executive shall pay to FII the amount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery pursuant to an Award. The Executive hereby agrees that the cancellation and rescission provisions of this Agreement are reasonable and agrees not to challenge the reasonableness of such provisions, even where forfeiture of options or equity awards granted is the penalty for violation. Further, the Executive hereby agrees that the provisions of this Section amend and shall be controlling with respect to all Awards existing as of the date of this Agreement and any Awards granted subsequent to the date of this Agreement.

Return of Amounts. In consideration for the promises made by the Executive in Article 1Section 3.1, Section 2.2 3.2, Section 4.2 and Section 2.3 herein4.3, FII Financial Institutions agrees to provide the Executive with the payments and benefits described in Article 3 of this Agreement5. In the event that the Executive breaches any of the provisions of this Article Section 3.1, Section 3.2, Section 4.2 or of Article 1Section 4.3, the payments and benefits provided for by Article 3 5, as well as any other compensation or benefits under another arrangement with FII Financial Institutions (excluding for this purpose, any payments or distributions from or related to any tax-qualified retirement plan maintained for the benefit of the Executive) shall cease immediately and FII Financial Institutions shall have no further liability for such payments after the date of the Executive’s breach. FII Financial Institutions will immediately have the right to seek redress for such breach as set forth in Section 4.1 below4.5, recover any payments made to the Executive pursuant to Article 3 5 as of the date of the breach, and recover any other damages that have been caused by the breach of his this Agreement. Further, failure to comply with the provisions of this Article Section 3.1, Section 3.2, Section 4.2 or of Article 1 Section 4.3, or commission of an act which is an instance of Cause prior to or after, any exercise, payment or delivery pursuant to an exercise of any stock option or vesting of any incentive equity award (an “Award”) shall cause such exercise, payment or delivery to be rescinded. FII Financial Institutions will notify the Executive in writing of any such rescission within two years after such exercise, payment or delivery. Within ten (10) days after receiving such notice from FIIFinancial Institutions, the Executive shall pay to FII Financial Institutions the amount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery pursuant to an Award. The Executive hereby agrees that the cancellation and rescission provisions of this Agreement are reasonable and agrees not to challenge the reasonableness of such provisions, even where forfeiture of options or equity awards Awards granted is the penalty for violation. Further, the Executive hereby agrees that the provisions of this Section 4.4 amend and shall be controlling with respect to all Awards existing as of the date of this Agreement and any Awards granted subsequent to the date of this Agreement.