EXHIBIT 10.2
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CHANGE OF CONTROL AGREEMENT
This CHANGE OF CONTROL AGREEMENT (the "Agreement") is made and entered into
as of December 17, 2003 by and among WESTBANK CORPORATION, a Massachusetts
corporation (the "Company"), WESTBANK, a wholly-owned subsidiary of the Company
(the "Bank") and ______________ (the "Officer").
INTRODUCTORY STATEMENT
The Board of Directors of the Bank has concluded that it is in the best
interests of the Bank, the Company and their shareholders to establish a working
environment for the Officer which minimizes the personal distractions that might
result from possible business combinations in which the Company or the Bank
might be involved. To this end, the Bank has decided to provide the Officer with
assurance that his salary and bonus will be continued for a minimum period of
thirty (30) months following his termination of employment (the "Assurance
Period") if his employment terminates under specified circumstances related to a
business combination. The Board of Directors of the Bank has decided to
formalize this assurance by entering into this Change of Control Agreement with
the Officer. The Board of Directors of the Company has authorized the Company to
guarantee the Bank's obligations under this Agreement.
The terms and conditions which the Bank, the Company and the Officer have
agreed to are as follows.
AGREEMENT
SECTION 1. EFFECTIVE DATE; TERM; CHANGE OF CONTROL AND PENDING CHANGE OF
CONTROL DEFINED.
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(a) This Agreement shall take effect on the day and year first written
above (the "Effective Date") and shall be in effect during the period (the
"Term") beginning on the Effective Date and ending thirty (30) months after the
date on which the Bank notifies the Officer of its intent to discontinue the
Agreement (the "Initial Expiration Date") or, if later, thirty (30) months after
the latest Change of Control or Pending Change of Control, as defined below,
that occurs after the Effective Date and before the Initial Expiration Date.
(b) For all purposes of this Agreement, a "Change of Control" shall be
deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Company of a transaction that
would result in a reorganization, merger or consolidation of the Company
with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interests of the entity
resulting from such transaction are beneficially owned (within the
meaning of Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act")) in substantially the same relative
proportions by persons who, immediately prior to such transaction,
beneficially owned (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) at least 51% of the outstanding equity ownership
interests in the Company; and
(B) at least 51% of the securities entitled to vote generally in
the election of directors of the entity resulting from such
transaction are beneficially owned (within the meaning of Rule 13d-3
promulgated under the Exchange Act) in substantially the same relative
proportions by persons who, immediately prior to such transaction,
beneficially owned (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) at least 51% of the securities entitled to vote
generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the
Company or beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or more of the outstanding
securities of the Company entitled to vote generally in the election of
directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company;
(iv) the occurrence of any event if, immediately following such event,
at least 50% of the members of the Board of Directors of the Company do not
belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the
Company on the date of this Agreement; or
(B) individuals who first became members of the Board of
Directors of the Company after the date of this Agreement either:
(1) upon election to serve as a member of the Board of
Directors of the Company by affirmative vote of three-quarters of
the members of such board, or of a nominating committee thereof,
in office at the time of such first election; or
(2) upon election by the shareholders of the Board of
Directors of the Company to serve as a member of such board, but
only if nominated for election by affirmative vote of
three-quarters of the members of the Board of Directors of the
Company, or of a nominating committee thereof, in office at the
time of such first nomination;
PROVIDED, HOWEVER, that such individual's election or nomination did
not result from an actual or threatened election contest or other
actual or threatened solicitation of proxies or consents other than by
or on behalf of the Board of Directors of the Company;
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(v) any event which would be described in section 1(b)(i), (ii), (iii)
or (iv) if the term "Bank" were substituted for the term "Company" therein.
In no event, however, shall a Change of Control be deemed to have occurred as a
result of any acquisition of securities or assets of the Company, the Bank, or a
subsidiary of either of them, by the Company, the Bank, or any subsidiary of
either of them, or by any employee benefit plan maintained by any of them. For
purposes of this section 1(b), the term "person" shall have the meaning assigned
to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(c) For purposes of this Agreement, a "Pending Change of Control" shall
mean: (i) the signing of a definitive agreement for a transaction which, if
consummated, would result in a Change of Control; (ii) the commencement of a
tender offer which, if successful, would result in a Change of Control; or (iii)
the circulation of a proxy statement seeking proxies in opposition to management
in an election contest which, if successful, would result in a Change of
Control; provided, however, that the Change of Control contemplated does, in
fact, occur.
SECTION 2. DISCHARGE PRIOR TO A PENDING CHANGE OF CONTROL.
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The Bank may discharge the Officer at any time prior to the occurrence of a
Pending Change of Control for any reason or for no reason. In such event:
(a) the Bank shall pay to the Officer (or, in the event of his death, his
estate) his earned but unpaid compensation (including, without limitation,
salary and all other items which constitute wages under applicable law) as of
the date of his termination of employment. This payment shall be made at the
time and in the manner prescribed by law applicable to the payment of wages but
in no event later than 30 days after the date of the Officer's termination of
employment; and
(b) the Bank shall provide the benefits, if any, due to the Officer (or, in
the event of his death, his estate, surviving dependents or his designated
beneficiaries) under the employee benefit plans and programs and compensation
plans and programs maintained for the benefit of the officers and employees of
the Bank. The time and manner of payment or other delivery of these benefits and
the recipients of such benefits shall be determined according to the terms and
conditions of the applicable plans and programs.
The payments and benefits described in sections 2(a) and (b) shall be referred
to in this Agreement as the "Standard Termination Entitlements."
SECTION 3. TERMINATION OF EMPLOYMENT DUE TO DEATH.
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The Officer's employment with the Bank shall terminate, automatically and
without any further action on the part of any party to this Agreement, on the
date of the Officer's death. In such event, the Bank shall pay and deliver to
his estate and surviving dependents and beneficiaries, as applicable, the
Standard Termination Entitlements.
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SECTION 4. TERMINATION DUE TO DISABILITY.
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The Bank may terminate the Officer's employment during the Term and after
the occurrence of a Change of Control or a Pending Change of Control upon a
determination, by a majority vote of the members of the Board of Directors of
the Bank, acting in reliance on the written advice of a medical professional
acceptable to it, that the Officer is suffering from a physical or mental
impairment which, at the date of the determination, has prevented the Officer
from performing his assigned duties on a substantially full-time basis for a
period of at least ninety (90) days during the period of one (1) year ending
with the date of the determination or is likely to result in death or prevent
the Officer from performing his assigned duties on a substantially full-time
basis for a period of at least ninety (90) days during the period of one (1)
year beginning with the date of the determination. In such event the Bank shall
pay and deliver to the Officer (or in the event of his death before payment, to
his estate and surviving dependents and beneficiaries, as applicable) the
Standard Termination Entitlements.
A termination of employment due to disability under this section 4 shall be
effected by a notice of termination given to the Officer by the Bank and shall
take effect on the later of the effective date of termination specified in such
notice or the date on which the notice of termination is deemed given to the
Officer.
SECTION 5. DISCHARGE WITH CAUSE AFTER CHANGE OF CONTROL OR PENDING CHANGE
OF CONTROL.
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(a) The Bank may terminate the Officer's employment with "Cause" during the
Term and after the occurrence of a Change of Control or Pending Change of
Control, but a termination shall be deemed to have occurred with "Cause" only if
such termination is due to personal dishonesty, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any banking law, rule or regulation, conviction of
a felony or final cease and desist order issued in response to conduct of the
Officer determined to be substantially deleterious to the Bank or Company, or
any material breach of this Agreement, in each case as measured against
standards generally prevailing at the relevant time in the savings and community
banking industry. For purposes of section 5(a), no act or failure to act, on the
part of the Officer, shall be considered "willful" unless it is done, or omitted
to be done, by the Officer in bad faith or without reasonable belief that the
Officer's action or omission was in the best interests of the Bank and its
affiliates. Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or based upon the written advice of counsel
for the Bank shall be conclusively presumed to be done, or omitted to be done,
by the Officer in good faith and in the best interests of the Bank. The
cessation of employment of the Officer shall not be deemed to be for Cause
within the meaning of this section 5(a) unless and until there shall have been
delivered to the Officer a copy of a resolution duly adopted by the affirmative
vote of three-fourths of the non-employee members of the Board at a meeting of
the Board called and held for such purpose (after reasonable notice is provided
to the Officer and the Officer is given an opportunity, together with counsel,
to be heard before the Board), finding that, in the good faith opinion of the
Board, the Officer is guilty of the conduct described in this section 5(a), and
specifying the particulars thereof in detail.
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(b) If the Officer is discharged with Cause during the Term and after a
Change of Control or Pending Change of Control, the Bank shall pay and provide
to him (or, in the event of his death, to his estate, his surviving
beneficiaries and his dependents) the Standard Termination Entitlements only.
SECTION 6. DISCHARGE WITHOUT CAUSE.
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The Bank may discharge the Officer without Cause at any time after the
occurrence of a Change of Control or Pending Change of Control, and in such
event:
(a) The Bank shall pay and deliver to the Officer (or in the event of his
death before payment, to his estate and surviving dependents and beneficiaries,
as applicable) the Standard Termination Entitlements.
(b) In addition to the Standard Termination Entitlements:
(i) During the Assurance Period, the Bank shall provide for the
Officer continued group life, health (including hospitalization, medical
and major medical), dental, accident and long-term disability insurance
benefits on substantially the same terms and conditions in effect
immediately prior to the Officer's resignation. The coverage provided under
this section 6(b)(i) will cease upon the earlier of (i) the date the
Officer first becomes eligible for such benefit coverage under similar
plans or programs maintained by a subsequent employer and (ii) the date the
Assurance Period terminates;
(ii) The Bank shall make a lump sum payment to the Officer (or, in the
event of his death before payment, to his estate), in an amount equal to
the estimated present value of the salary that Officer would have earned if
he had continued working for the Bank during the Assurance Period at the
highest annual rate of salary achieved during that portion of the
employment period which is prior to the Officer's termination of employment
with the Bank, where such present value is to be determined using a
discount rate equal to the applicable short-term federal rate prescribed
under section 1274(d) of the Internal Revenue Code of 1986 ("Code"),
compounded using the compounding period corresponding to the Bank's regular
payroll periods for its officers. Such lump sum shall be paid in lieu of
all other payments of salary provided for under this Agreement in respect
of the period following any such termination; and
(iii) within thirty (30) days following his termination of employment
with the Bank, a lump sum payment in an amount equal to the estimated
present value of the annual bonuses that the Officer would have earned if
he had continued working for the Bank during the Assurance Period at the
highest annual rate of salary achieved during the period of three (3) years
ending immediately prior to the date of termination (the "Bonus Severance
Payment"). The Bonus Severance Payment shall be computed using the
following formula:
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BSP = SSP x (ABP / ASP)
where "BSP" is the amount of the Bonus Severance Payment (before the
deduction of applicable federal, state and local withholding taxes); "SSP"
is the amount of the Salary Severance Payment determined in accordance with
Section 6(b)(ii) (before the deduction of applicable federal, state and
local withholding taxes); "ABP" is the aggregate of the annual bonuses paid
or declared (whether or not paid) for the most recent period of three (3)
calendar years to end on or before the Officer's termination of employment;
and "ASP" is the aggregate base salary actually paid to the Officer during
such period of three (3) calendar years (excluding any year for which no
bonus was declared or paid). The Bonus Severance Payment shall be in lieu
of any claim to a continuation of participation in annual bonus plans of
the Bank or the Company which the Officer might otherwise have.
The payments and benefits described in section 6(b) are referred to in this
Agreement as the "Additional Change of Control Entitlements".
SECTION 7. RESIGNATION.
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(a) The Officer may resign from his employment with the Bank at any time. A
resignation under this section 7 shall be effected by notice of resignation
given by the Officer to the Bank and shall take effect on the later of the
effective date of termination specified in such notice or the date on which the
notice of termination is deemed given to the Officer. The Officer's resignation
of any of the positions within the Bank or the Company to which he has been
assigned shall be deemed a resignation from all such positions.
(b) The Officer's resignation shall be deemed to be for "Good Reason" if
the effective date of resignation occurs during the Term, but on or after the
effective date of a Change of Control. In all other cases, a resignation by the
Officer shall be deemed to be without Good Reason. In the event of resignation,
the Officer shall state in his notice of resignation whether he considers his
resignation to be a resignation with Good Reason. The Officer's determination of
the existence of Good Reason shall be conclusive in the absence of fraud, bad
faith or manifest error.
(c) In the event of the Officer's resignation for any reason, the Bank
shall pay and deliver the Standard Termination Entitlements. In the event of the
Officer's resignation with Good Reason, the Bank shall also pay and deliver the
Additional Termination Entitlements.
SECTION 8. TERMS AND CONDITIONS OF THE ADDITIONAL TERMINATION ENTITLEMENTS.
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The Bank and the Officer hereby stipulate that the damages which may be
incurred by the Officer following any termination of employment are not capable
of accurate measurement as of the date first above written and that the
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Additional Termination Entitlements constitute reasonable damages under the
circumstances and shall be payable without any requirement of proof of actual
damage and without regard to the Officer's efforts, if any, to mitigate damages.
The Bank and the Officer further agree that the Bank may condition the payment
and delivery of the Additional Termination Entitlements on the receipt of: (a)
the Officer's resignation from any and all positions which he holds as an
officer, director or committee member with respect to the Bank or the Company or
any subsidiary or affiliate of either of them; and (b) a release of the Bank and
its officers, directors, shareholders, subsidiaries and affiliates, in form and
substance satisfactory to the Bank, of any liability to the Officer, whether for
compensation or damages, in connection with his employment with the Bank and the
termination of such employment except for the Standard Termination Entitlements
and the Additional Termination Entitlements.
SECTION 9. NO EFFECT ON EMPLOYEE BENEFIT PLANS OR PROGRAMS.
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The termination of the Officer's employment during the Term of this
Agreement or thereafter, whether by the Bank or the Officer, shall have no
effect on the rights and obligations of the parties hereto under the Bank's
qualified or non-qualified retirement, pension, savings, thrift, profit-sharing
or stock bonus plans, group life, health (including hospitalization, medical and
major medical), dental, accident and long term disability insurance plans or
such other employee benefit plans or programs, or compensation plans or
programs, as may be maintained by, or cover employees of, the Bank from time to
time; provided, however, that nothing in this Agreement shall be deemed to
duplicate any compensation or benefits provided under any agreement, plan or
program covering the Officer to which the Bank or Company is a party and any
duplicative amount payable under any such agreement, plan or program shall be
applied as an offset to reduce the amounts otherwise payable hereunder.
SECTION 10. SUCCESSORS AND ASSIGNS.
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This Agreement will inure to the benefit of and be binding upon the
Officer, his legal representatives and testate or intestate distributees, and
the Company and the Bank and their respective successors and assigns, including
any successor by merger or consolidation or a statutory receiver or any other
person or firm or corporation to which all or substantially all of the assets
and business of the Company or the Bank may be sold or otherwise transferred.
SECTION 11. NOTICES.
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Any communication required or permitted to be given under this Agreement,
including any notice, direction, designation, consent, instruction, objection or
waiver, shall be in writing and shall be deemed to have been given at such time
as it is delivered personally, or five days after mailing if mailed, postage
prepaid, by registered or certified mail, return receipt requested, addressed to
such party at the address listed below or at such other address as one such
party may by written notice specify to the other party:
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If to the Officer:
Name ________________________________
Address _____________________________
Address _____________________________
If to the Company or the Bank:
Westbank Corporation
000 Xxxx Xxxxxx
Xxxx Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000-0000
Attention: Chairman, Compensation Committee
of the Board of Directors
SECTION 12. INDEMNIFICATION FOR ATTORNEYS' FEES.
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The Bank shall indemnify, hold harmless and defend the Officer against
reasonable costs, including legal fees, incurred by him in connection with or
arising out of any action, suit or proceeding in which he may be involved, as a
result of his efforts, in good faith, to defend or enforce the terms of this
Agreement; provided, however, that the Officer shall have substantially
prevailed on the merits pursuant to a judgment, decree or order of a court of
competent jurisdiction or of an arbitrator in an arbitration proceeding. The
determination whether the Officer shall have substantially prevailed on the
merits and is therefore entitled to such indemnification, shall be made by the
court or arbitrator, as applicable. In the event of a settlement pursuant to a
settlement agreement, any indemnification payment under this section 12 shall be
made only after a determination by the members of the Board (other than the
Officer and any other member of the Board to which the Officer is related by
blood or marriage) that the Officer has acted in good faith and that such
indemnification payment is in the best interests of the Bank.
SECTION 13. TAX INDEMNIFICATION.
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(a) If for any taxable year, Officer shall be liable for the payment of an
excise tax under section 4999 of the Code with respect to any payment in the
nature of compensation made by the Company, the Bank or any direct or indirect
subsidiary or affiliate of the Company or the Bank to (or for the benefit of)
Officer, it shall be the sole obligation and responsibility of the Company to
pay to Officer an amount equal to X, determined under the following formula:
X = E x P
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1 [(FI x (1 SLI)) + SLI + E + M]
where
E = the rate at which the excise tax is assessed under section 4999
of the Code;
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P = the amount with respect to which such excise tax is assessed,
determined without regard to this section 13;
FI = the highest marginal rate of income tax applicable to the Officer
under the Code for the taxable year in question;
SLI = the sum of the highest marginal rates of income tax applicable to
the Officer under all applicable state and local laws for the taxable
year in question; and
M = the highest marginal rate of Medicare tax applicable to the Officer
under the Code for the taxable year in question.
With respect to any payment in the nature of compensation that is made to (or
for the benefit of) the Officer under the terms of this Agreement, or otherwise,
and on which an excise tax under section 4999 of the Code will be assessed, the
payment determined under this section 13(a) shall be made to the Officer on the
earlier of (i) the date the Company, the Bank or any direct or indirect
subsidiary or affiliate of the Company or the Bank is required to withhold such
tax, or (ii) the date the tax is required to be paid by the Officer.
(b) Notwithstanding anything in this section 13 to the contrary, in the
event that the Officer's liability for the excise tax under section 4999 of the
Code for a taxable year is subsequently determined to be different than the
amount determined by the formula (X + P) x E, where X, P and E have the meanings
provided in section 13(a), the Officer or the Company, as the case may be, shall
pay to the other party at the time that the amount of such excise tax is finally
determined, an appropriate amount, plus interest, such that the payment made
under section 13(a), when increased by the amount of the payment made to the
Officer under this section 13(b) by the Company, or when reduced by the amount
of the payment made to the Company under this section 13(b) by the Officer,
equals the amount that should have properly been paid to the Officer under
section 13(a). The interest paid under this section 13(b) shall be determined at
the rate provided under section 1274(b)(2)(B) of the Code. To confirm that the
proper amount, if any, was paid to the Officer under this section 13, the
Officer shall furnish to the Company a copy of each tax return which reflects a
liability for an excise tax payment made by the Company, at least 20 days before
the date on which such return is required to be filed with the Internal Revenue
Service.
SECTION 14. SEVERABILITY.
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A determination that any provision of this Agreement is invalid or
unenforceable shall not affect the validity or enforceability of any other
provision hereof.
SECTION 15. WAIVER.
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Failure to insist upon strict compliance with any of the terms, covenants
or conditions hereof shall not be deemed a waiver of such term, covenant, or
condition. A waiver of any provision of this Agreement must be made in writing,
designated as a waiver, and signed by the party against whom its enforcement is
sought. Any waiver or relinquishment of any right or power hereunder at any one
or more times shall not be deemed a waiver or relinquishment of such right or
power at any other time or times.
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SECTION 16. COUNTERPARTS.
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This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, and all of which shall constitute one and the same
Agreement.
SECTION 17. GOVERNING LAW.
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This Agreement shall be governed by and construed and enforced in
accordance with the federal laws of the United States and, to the extent that
federal law is inapplicable, in accordance with the laws of the Commonwealth of
Massachusetts applicable to contracts entered into and to be performed entirely
within the Commonwealth of Massachusetts.
SECTION 18. HEADINGS AND CONSTRUCTION.
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The headings of sections in this Agreement are for convenience of reference
only and are not intended to qualify the meaning of any section. Any reference
to a section number shall refer to a section of this Agreement, unless otherwise
stated.
SECTION 19. ENTIRE AGREEMENT; MODIFICATIONS.
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This instrument contains the entire agreement of the parties relating to
the subject matter hereof, and supersedes in its entirety any and all prior
agreements, understandings or representations relating to the subject matter
hereof. No modifications of this Agreement shall be valid unless made in writing
and signed by the parties hereto.
SECTION 20. REQUIRED REGULATORY PROVISIONS.
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The following provisions are included for the purposes of complying with
various laws, rules and regulations applicable to the Bank:
(a) Notwithstanding anything herein contained to the contrary, any payments
to the Officer by the Bank, whether pursuant to this Agreement or otherwise, are
subject to and conditioned upon their compliance with section 18(k) of the
Federal Deposit Insurance Act ("FDI Act"), 12 U.S.C. ss.1828(k), and any
regulations promulgated thereunder.
(b) Notwithstanding anything herein contained to the contrary, if the
Officer is suspended from office and/or temporarily prohibited from
participating in the conduct of the affairs of the Bank pursuant to a notice
serviced under section 8(e)(3) or 8(g)(1) of the FDI Act, 12 U.S.C.
ss.1818(e)(3) or 1818(g)(1), the Bank's obligations under this Agreement shall
be suspended as of the date of service of such notice, unless stayed by
appropriate proceedings. If the charges in such notice are dismissed, the Bank,
in its discretions, may:
(i) pay to the Officer all or part of the compensation withheld while
the Bank's obligations hereunder were suspended, and
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(ii) reinstate, in whole or in part, any of the obligations which were
suspended.
(c) Notwithstanding anything herein contained to the contrary, if the
Officer is removed and/or permanently prohibited from participating in the
conduct of the Bank's affairs by an order issued under section 8(e)(4) or
8(g)(1) of the FDI Act, 12 U.S.C. ss.1818(e)(4) or (g)(1), all prospective
obligations of the Bank under this Agreement shall terminate as of the effective
date of the order, but vested rights and obligations of the Bank and the Officer
shall not be affected.
(d) Notwithstanding anything herein contained to the contrary, if the Bank
is in default (within the meaning of section 3(x)(1) of the FDI Act, 12 U.S.C.
ss.1813(x)(1)), all prospective obligations of the Bank under this Agreement
shall terminate as of the date of default, but vested rights and obligations of
the Bank and the Officer shall not be affected.
(e) Notwithstanding anything herein contained to the contrary, all
prospective obligations of the Bank hereunder shall be terminated, except to the
extent that a continuation of this Agreement is necessary for the continued
operation of the Bank:
(i) By the Commissioner of the Massachusetts Division of Banks or his
designee or the FDIC, at the time the FDIC enters into an agreement to
provide assistance to or on behalf of the Bank under the authority
contained in section 13(c) of the FDI Act, 12 U.S.C. ss.1823(c); or
(ii) By the Commissioner or his designee at the time such Commissioner
or his designee approves a supervisory merger to resolve problems related
to the operation of the Bank or when the Bank is determined by the
Commissioner to be in an unsafe or unsound condition. The vested rights and
obligations of the parties shall not be affected.
If and to the extent that any of the foregoing provisions shall cease to be
required or by applicable law, rule or regulation, the same shall become
inoperative as though eliminated by formal amendment of this Agreement.
SECTION 21. GUARANTY.
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The Company hereby irrevocably and unconditionally guarantees to the
Officer the payment of all amounts, and the performance of all other
obligations, due from the Bank in accordance with the terms of this Agreement as
and when due without any requirement of presentment, demand of payment, protest
or notice of dishonor or nonpayment. The Company also agrees to perform the
obligations required by section 13 of this Agreement.
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IN WITNESS WHEREOF, the Bank and the Company have caused this Agreement to
be executed and the Officer has hereunto set his hand, all as of the day and
year first above written.
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OFFICER
WESTBANK
Attest:
By By
----------------------------- -----------------------------
Name: Name:
Title: Title:
[Seal]
WESTBANK CORPORATION
Attest:
By By
----------------------------- -----------------------------
Name: Name:
Title: Title:
[Seal]
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