Common use of Claw-Back Clause in Contracts

Claw-Back. (a) The Bank or its successors retain the legal right to demand the return of any “golden parachute” payments from the Executive in the event that it shall be determined, by legal process or by order of the Bank’s or the Holding Company’s federal regulator(s) that the Executive: (i) has committed any fraudulent act or omission, breach of trust or fiduciary duty, or insider abuse with regard to the Bank or the Holding Company that has had or is likely to have a material adverse effect on the Bank or the Holding Company; or (ii) is substantially responsible for the insolvency of, the appointment of a conservator or receiver for, or the troubled condition, as defined by applicable regulations of the appropriate federal banking agency, of the Bank, the Holding Company, or any FDIC insured depository institution subsidiary of the Holding Company; or (iii) has materially violated any applicable federal or state banking law or regulation that has had or is likely to have a material effect on the Bank or the Holding Company; or (iv) has violated or conspired to violate section 215, 656, 657, 1005, 1006, 1007, 1014, 1032, or 1344 of title 18 of the United States Code, or section 1341 or 1343 of such title affecting a federally insured financial institution as defined in title 18 of the United States Code. (b) The Bank and its successors-in-interest further retain the legal right to demand the return by the Executive of any or all of the performance bonus, set out on Exhibit A hereof, should the Federal Reserve, the WDFI, the Bank or the Bank’s successors-in-interest later determine that the Bank’s financials were incorrectly stated, unless it can be demonstrated for the item being restated that the Executive acted upon the advice and counsel of the Bank or Holding Company attorneys or accountants or the restatement is ordered by the Federal Reserve or WDFI in opposition to earlier direction offered by either regulatory agency. The maximum lookback period shall be four years from the date of the most recent audited year-end financials, The bonus payment eligible for clawback shall only be the bonus paid for the year in which the restatement occurs.

Claw-Back. (a) The Bank or its successors retain the legal right to demand the return of any “golden parachute” payments from the Executive in the event that it shall be determined, by legal process or by order of the Bank’s or the Holding Company’s federal regulator(s) that the Executive: (i) has committed any fraudulent act or omission, breach of trust or fiduciary duty, or insider abuse with regard to the Bank or the Holding Company that has had or is likely to have a material adverse effect on the Bank or the Holding Company; or (ii) is substantially responsible for the insolvency of, the appointment of a conservator or receiver for, or the troubled condition, as defined by applicable regulations of the appropriate federal banking agency, of the Bank, the Holding Company, or any FDIC insured depository institution subsidiary of the Holding Company; or (iii) has materially violated any applicable federal or state banking law or regulation that has had or is likely to have a material effect on the Bank or the Holding Company; or (iv) has violated or conspired to violate section 215, 656, 657, 1005, 1006, 1007, 1014, 1032, or 1344 of title 18 of the United States Code, or section 1341 or 1343 of such title affecting a federally insured financial institution as defined in title 18 of the United States Code. (b) The Bank and its successors-in-interest further retain the legal right to demand the return by the Executive of incentive compensation paid to the Executive within the fifteen (15) months prior to such demand (or any longer period of time required by applicable law) pursuant to the terms of any compensation “clawback” or all recoupment policy of the performance bonus, set out on Exhibit A hereof, should the Federal Reserve, the WDFI, Holding Company and/or the Bank applicable to similarly-situated employees of the Holding Company or the Bank’s successors-in-interest later determine that the Bank’s financials were incorrectly statedBank (as may be amended from time to time and as may hereafter be adopted) or required to comply with applicable law. (c) No reduction, unless it can modification, limitation or clawback of payments or compensation pursuant to Section 19 or this Section 20 shall be demonstrated for the item being restated that the Executive acted upon the advice and counsel a breach of the Bank or Holding Company attorneys or accountants this Agreement or the restatement is ordered by the Federal Reserve or WDFI in opposition to earlier direction offered by either regulatory agency. The maximum lookback period shall be four years from the date of the most recent audited year-end financials, The bonus payment eligible basis for clawback shall only be the bonus paid for the year in which the restatement occursGood Reason.

Claw-Back. (a) The Bank or its successors retain the legal right to demand the return of any “"golden parachute” " payments from the Executive in the event that it shall be determined, by legal process or by order of the Bank’s 's or the Holding Company’s 's federal regulator(s) that the Executive: (i) has committed any fraudulent act or omission, breach of trust or fiduciary duty, or insider abuse with regard to the Bank or the Holding Company that has had or is likely to have a material adverse effect on the Bank or the Holding Company; or (ii) is substantially responsible for the insolvency of, the appointment of a conservator or receiver for, or the troubled condition, as defined by applicable regulations of the appropriate federal banking agency, of the Bank, the Holding Company, or any FDIC insured depository institution subsidiary of the Holding Company; or (iii) has materially violated any applicable federal or state banking law or regulation that has had or is likely to have a material effect on the Bank or the Holding Company; or (iv) has violated or conspired to violate section 215, 656, 657, 1005, 1006, 1007, 1014, 1032, or 1344 of title 18 of the United States Code, or section 1341 or 1343 of such title affecting a federally insured financial institution as defined in title 18 of the United States Code. (b) The Bank and its successors-in-interest further retain the legal right to demand demand_ the return by the Executive of incentive compensation paid to the Executive within the twelve (12) months prior to such demand ( or any longer period of time required by applicable law) pursuant to the terms of any compensation "clawback" or all recoupment policy of the performance bonusHolding Company and/ or the Bank applicable to similarly- situated employees of the Holding Company or the Bank (as may be amended from time to time and as may hereafter be adopted) or required to comply with applicable law. (c) The Executive acknowledges and agrees that the Executive is subject to Executive Compensation Clawback Policy of the Holding Company that became effective as of October 2, set out on Exhibit A hereof2023, should as it may be amended from time to time (the Federal Reserve, "Clawback Policy"). The Executive agrees that any Covered Compensation (as defined in the WDFI, Clawback Policy) and any Excess Compensation (as defined in the Clawback Policy) is subject to clawback by the Bank or its Affiliates in accordance with the Bank’s successors-in-interest later determine that Clawback Policy and, if required by the Bank’s financials were incorrectly statedClawback Policy, unless it can be demonstrated for the item being restated that the Executive acted upon the advice and counsel of shall reimburse to the Bank or Holding Company attorneys its Affiliates any Covered Compensation or accountants Excess Compensation, as applicable, in accordance with the Clawback Policy. (d) No reduction, modification, limitation or clawback of payments or compensation pursuant to Section 18 or this Section 19, including reimbursement by the Executive of Covered Compensation or Excess Compensation, shall be a breach of this Agreement or the restatement is ordered by the Federal Reserve or WDFI in opposition to earlier direction offered by either regulatory agency. The maximum lookback period shall be four years from the date of the most recent audited year-end financials, The bonus payment eligible basis for clawback shall only be the bonus paid for the year in which the restatement occursGood Reason.

Claw-Back. (a) The Bank or its successors retain the legal right to demand the return of any “golden parachute” payments from the Executive in the event that it shall be determined, by legal process or by order of the Bank’s or the Holding Company’s federal regulator(s) that the Executive: (i) has committed any fraudulent act or omission, breach of trust or fiduciary duty, or insider abuse with regard to the Bank or the Holding Company that has had or is likely to have a material adverse effect on the Bank or the Holding Company; or (ii) is substantially responsible for the insolvency of, the appointment of a conservator or receiver for, or the troubled condition, as defined by applicable regulations of the appropriate federal banking agency, of the Bank, the Holding Company, or any FDIC insured depository institution subsidiary of the Holding Company; or (iii) has materially violated any applicable federal or state banking law or regulation that has had or is likely to have a material effect on the Bank or the Holding Company; or (iv) has violated or conspired to violate section 215, 656, 657, 1005, 1006, 1007, 1014, 1032, or 1344 of title 18 of the United States Code, or section 1341 or 1343 of such title affecting a federally insured financial institution as defined in title 18 of the United States Code. (b) The Bank and its successors-in-interest further retain the legal right to demand the return by the Executive of any or all incentive compensation paid to the Executive pursuant to the terms of any compensation “clawback” or recoupment policy of the performance bonus, set out on Exhibit A hereof, should Holding Company and/or the Federal Reserve, Bank applicable to similarly-situated employees of the WDFI, Holding Company or the Bank or the Bank’s successors-in-interest later determine that the Bank’s financials were incorrectly stated, unless it can required to comply with applicable law (as may be demonstrated for the item being restated that the Executive acted upon the advice amended from time to time and counsel of the Bank or Holding Company attorneys or accountants or the restatement is ordered by the Federal Reserve or WDFI in opposition to earlier direction offered by either regulatory agency. The maximum lookback period shall as may hereafter be four years from the date of the most recent audited year-end financials, The bonus payment eligible for clawback shall only be the bonus paid for the year in which the restatement occursadopted).

Claw-Back. (a) The Bank or its successors retain the legal right to demand the return of any “golden parachute” payments from the Executive in the event that it shall be determined, by legal process or by order of the Bank’s or the Holding Company’s federal regulator(s) that the Executive: (i) has committed any fraudulent act or omission, breach of trust or fiduciary duty, or insider abuse with regard to the Bank or the Holding Company that has had or is likely to have a material adverse effect on the Bank or the Holding Company; or (ii) is substantially responsible for the insolvency of, the appointment of a conservator or receiver for, or the troubled condition, as defined by applicable regulations of the appropriate federal banking agency, of the Bank, the Holding Company, or any FDIC insured depository institution subsidiary of the Holding Company; or (iii) has materially violated any applicable federal or state banking law or regulation that has had or is likely to have a material effect on the Bank or the Holding Company; or (iv) has violated or conspired to violate section 215, 656, 657, 1005, 1006, 1007, 1014, 1032, or 1344 of title 18 of the United States Code, or section 1341 or 1343 of such title affecting a federally insured financial institution as defined in title 18 of the United States Code. (b) The Bank and its successors-in-interest further retain the legal right to demand the return by the Executive of incentive compensation paid to the Executive within the fifteen (15) months prior to such demand (or any longer period of time required by applicable law) pursuant to the terms of any compensation “clawback” or all recoupment policy of the performance bonusHolding Company and/or the Bank applicable to similarly- situated employees of the Holding Company or the Bank (as may be amended from time to time and as may hereafter be adopted) or required to comply with applicable law. (c) No reduction, set out on Exhibit A hereofmodification, should limitation or clawback of payments or compensation pursuant to Section 19 or this Section 20 shall be a breach of this Agreement or the Federal Reservebasis for Good Reason. (d) If, prior to the second (2nd) anniversary of the Effective Date, during the Term, the WDFIHolding Company and the Bank terminate the Executive’s employment for any reason (except in the event of Death or Disability of the Executive or termination by the Holding Company or the Bank of the Executive’s employment Without Cause or Without Cause Following a Change in Control), or the Executive terminates the Executive’s employment without Good Reason, the Bank or Executive shall repay to the Holding Company and the Bank’s successors, and the Holding Company and the Bank shall recoup from the Executive, any Up-inFront Payments received by the Executive as follows: (i) If such termination occurs on or before the first (1st) anniversary of the Effective Date, the full amount of the Up-interest later determine Front Payments shall be subject to repayment. (ii) If such termination occurs after the first (1st) anniversary of the Effective Date but before the second (2nd) anniversary of the Effective Date, the repayment obligation shall be reduced to fifty percent (50%) of the total Up-Front Payments received by the Executive. (iii) Any repayment of Up-Front Payments shall be made by the Executive to the Bank within thirty (30) days following the effective date of termination of employment. The Executive expressly acknowledges and agrees that this repayment obligation is a condition of employment, is reasonable and enforceable, and that the Bank’s financials were incorrectly statedHolding Company and the Bank may, unless it can be demonstrated for to the item being restated that maximum extent permitted by law, offset any amounts owed to the Holding Company and/or the Bank in connection with this Agreement against any amounts owed to the Executive acted upon by the advice and counsel Holding Company and/or the Bank. (iv) For purposes of this Section 20(d), “Up-Front Payments” means any signing bonus paid by the Holding Company and/or the Bank or to the Executive in connection with the commencement of employment with the Holding Company attorneys or accountants or and/or the restatement is ordered by the Federal Reserve or WDFI in opposition to earlier direction offered by either regulatory agency. The maximum lookback period shall be four years from the date of the most recent audited year-end financials, The bonus payment eligible for clawback shall only be the bonus paid for the year in which the restatement occursBank.

Claw-Back. (a) The Bank or its successors retain the legal right to demand the return of any “golden parachute” payments from the Executive in the event that it shall be determined, by legal process or by order of the Bank’s or the Holding Company’s federal regulator(s) that the Executive: (i) has committed any fraudulent act or omission, breach of trust or fiduciary duty, or insider abuse with regard to the Bank or the Holding Company that has had or is likely to have a material adverse effect on the Bank or the Holding Company; or (ii) is substantially responsible for the insolvency of, the appointment of a conservator or receiver for, or the troubled condition, as defined by applicable regulations of the appropriate federal banking agency, of the Bank, the Holding Company, or any FDIC insured depository institution subsidiary of the Holding Company; or (iii) has materially violated any applicable federal or state banking law or regulation that has had or is likely to have a material effect on the Bank or the Holding Company; or (iv) has violated or conspired to violate section 215, 656, 657, 1005, 1006, 1007, 1014, 1032, or 1344 of title 18 of the United States Code, or section 1341 or 1343 of such title affecting a federally insured financial institution as defined in title 18 of the United States Code. (b) The Bank and its successors-in-interest further retain the legal right to demand the return by the Executive of incentive compensation paid to the Executive within the fifteen (15) months prior to such demand (or any longer period of time required by applicable law) pursuant to the terms of any compensation “clawback” or all recoupment policy of the performance bonusHolding Company and/or the Bank applicable to similarly- situated employees of the Holding Company or the Bank (as may be amended from time to time and as may hereafter be adopted) or required to comply with applicable law. (c) No reduction, set out on Exhibit A hereofmodification, should limitation or clawback of payments or compensation pursuant to Section 19 or this Section 20 shall be a breach of this Agreement or the Federal Reservebasis for Good Reason. (d) If, prior to the second (2nd) anniversary of the Effective Date, during the Term, the WDFIHolding Company and the Bank terminate the Executive’s employment for any reason (except in the event of Death or Disability of the Executive), or the Executive terminates the Executive’s employment without Good Reason, the Bank or Executive shall repay to the Holding Company and the Bank’s successors, and the Holding Company and the Bank shall recoup from the Executive, any Up-inFront Payments received by the Executive as follows: (i) If such termination occurs on or before the first (1st) anniversary of the Effective Date, the full amount of the Up-interest later determine Front Payments shall be subject to repayment. (ii) If such termination occurs after the first (1st) anniversary of the Effective Date but before the second (2nd) anniversary of the Effective Date, the repayment obligation shall be reduced to fifty percent (50%) of the total Up-Front Payments received by the Executive. (iii) Any repayment of Up-Front Payments shall be made by the Executive to the Bank within thirty (30) days following the effective date of termination of employment. The Executive expressly acknowledges and agrees that this repayment obligation is a condition of employment, is reasonable and enforceable, and that the Bank’s financials were incorrectly statedHolding Company and the Bank may, unless it can be demonstrated for to the item being restated that maximum extent permitted by law, offset any amounts owed to the Holding Company and/or the Bank in connection with this Agreement against any amounts owed to the Executive acted upon by the advice and counsel Holding Company and/or the Bank. (iv) For purposes of this Section 20(d), “Up-Front Payments” means any signing bonus paid by the Holding Company and/or the Bank or to the Executive in connection with the commencement of employment with the Holding Company attorneys or accountants or and/or the restatement is ordered by the Federal Reserve or WDFI in opposition to earlier direction offered by either regulatory agency. The maximum lookback period shall be four years from the date of the most recent audited year-end financials, The bonus payment eligible for clawback shall only be the bonus paid for the year in which the restatement occursBank.