Common use of TERMINATION OR MODIFICATION OF AGREEMENT Clause in Contracts

TERMINATION OR MODIFICATION OF AGREEMENT. BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS Notwithstanding anything herein above to the contrary, the Bank is entering into this Executive Plan upon the assumption that certain existing tax laws, rules and regulations will continue in effect in their current form. If any said assumptions should change and said change has a detrimental effect on this Executive Plan, then the Bank reserves the right to terminate or modify this Executive Plan accordingly. Furthermore, the Board has the right to terminate or modify future accruals if so determined within the Board's business judgment whether or not this Executive Plan has a detrimental effect on the Bank. Upon any said modification or termination of the Executive Plan, any benefits accrued to the Executive's liability retirement account on the date of said modification or termination shall be paid to the Executive in a lump sum, subject to the provisions below. Upon a Change of Control (Section IX), this paragraph shall become null and void effective immediately upon said Change of Control. Notwithstanding the foregoing, no amendment shall be made to this Executive Plan that would violate, or cause the agreement to violate, Section 409A. Further notwithstanding the foregoing, the agreement may not be terminated unless all of the requirements of Section 409A regarding plan terminations are satisfied. Accordingly, unless Section 409A permits otherwise, this agreement may be terminated only if (a) all arrangements sponsored by the Bank and any affiliated entity (within the meaning of Section 414(b) and 414(c)) that are required to be aggregated with this agreement under Section 409A are terminated; (b) no payments other than payments that would be payable under the terms of the Executive Plan or an aggregated plan if the termination had not occurred are made within 12 months of the termination of the arrangements; (c) all payments are made within 24 months of the termination of the Executive Plan and related arrangements; and (d) the Bank does not adopt a new arrangement that would be required to be aggregated with this Executive Plan under Section 409A if the Executive participated in both arrangements, within three years of the termination of the agreement.

TERMINATION OR MODIFICATION OF AGREEMENT. BY REASON OF CHANGES IN THE LAW13.1. This Agreement is expressly contingent on both (i) the entry of the Preliminary Approval order approving this Agreement, RULES OR REGULATIONS Notwithstanding anything herein above to including the contrary, Notice Plan and (ii) the Bank is entering into Final Order and Judgment approving this Executive Plan upon Agreement and the assumption that certain existing tax laws, rules expiration of all appeal periods and regulations will continue in effect in their current formappeal rights without material modification of the Final Order and Judgment. If any said assumptions should change the Court declines to issue either the Preliminary Approval order or the Final Order and said change has a detrimental effect on Judgment approving this Executive PlanAgreement following the Fairness Hearing, then this Agreement will be deemed terminated unless otherwise mutually agreed by the Bank Parties. 13.2. If the Final Order and Judgment is vacated or reversed by a reviewing court in whole or in part in any manner that prohibits subsequent approval of the Agreement without material modification, then this Agreement will be deemed terminated, unless all Parties who are adversely affected agree in writing to proceed with this Agreement as modified. 13.3. If this Agreement is deemed terminated by refusal of the Court to approve or affirm approval of the Agreement, it will have no force or effect, will be void, and will not be admissible as evidence for any purpose in any pending or future litigation in any jurisdiction. 13.4. If this Agreement does not become final and binding, each of the Parties reserves the right to terminate prosecute the Action, and no Party will be deemed to have waived any claims, objections, rights, defenses, legal arguments, or modify positions. 13.5. If the Court identifies any defect with the terms of this Executive Plan accordingly. FurthermoreAgreement, the Board has Parties agree to work together in good faith to cure any such defect and renegotiate the right Agreement accordingly, if this can be done consistent with the agreed upon terms of settlement. 13.6. If the Court does not approve the Settlement, or if this Agreement is terminated or fails to terminate become effective (or modify future accruals if so determined within if, following approval by this Court, such approval is reversed or substantively modified), the Board's business judgment whether Parties will be restored to their positions that existed before entering into this Agreement. As a result, the terms and provisions of this Agreement will have no force or effect and will not be used in this Executive Plan has a detrimental effect on Action or any proceeding for any purpose; the Bank. Upon any said modification Settlement Fund will be returned to NorthShore (after deducting all costs and expenses, including costs of providing Notice to Class Members, paid or termination incurred by the Settlement Administrator as of the Executive Plan, any benefits accrued to the Executive's liability retirement account on the date of said modification or termination shall be paid termination); and the litigation of the Action will resume as if there had been no Agreement, with no stipulated Class. The Parties retain all rights, claims, and defenses as to class certification and otherwise as to any of the allegations asserted in this Action. This Agreement will not represent a cap on damages available to the Executive Named Plaintiffs or the Class, nor any admission of liability, nor that class wide treatment is proper in a lump sum, subject to the provisions belowthis Action. 13.7. Upon a Change of Control (Section IX)Except where specifically provided, this paragraph shall become null and void effective immediately upon said Change of Control. Notwithstanding the foregoing, no amendment shall be made to this Executive Plan that would violate, or cause the agreement to violate, Section 409A. Further notwithstanding the foregoing, the agreement Agreement may not be terminated unless all of amended or modified without the requirements of Section 409A regarding plan terminations are satisfied. Accordingly, unless Section 409A permits otherwise, this agreement may be terminated only if (a) all arrangements sponsored by the Bank and any affiliated entity (within the meaning of Section 414(b) and 414(c)) that are required to be aggregated with this agreement under Section 409A are terminated; (b) no payments other than payments that would be payable under the terms of the Executive Plan or an aggregated plan if the termination had not occurred are made within 12 months of the termination of the arrangements; (c) all payments are made within 24 months of the termination of the Executive Plan and related arrangements; and (d) the Bank does not adopt a new arrangement that would be required to be aggregated with this Executive Plan under Section 409A if the Executive participated in both arrangements, within three years of the termination of the agreementParties’ express written consent.