Common use of CPP PROVISIONS Clause in Contracts

CPP PROVISIONS. Notwithstanding anything contained in this Agreement to the contrary, as of the Effective Date (or on such date thereafter as it becomes necessary pursuant to the EESA or CPP Guidance), to the extent necessary for the Company or its Affiliates to comply with the EESA, as implemented by the CPP Guidance, the terms and conditions of the Executive's employment by the Company set forth in this Agreement shall be and hereby are subject to the following: (a) In the event that any payment or benefit to which the Executive is or may become entitled from the Company is a “golden parachute payment” for purposes of Section 111(b) of the EESA and the CPP Guidance (including, without limitation, the rules set forth in Section 30.9 Q-9 of 31 C.F.R. Part 30), the payment of which is prohibited to be made by the Company under the EESA or the CPP Guidance, then during the period that the UST owns any equity or debt securities of the Company acquired through the CPP (the “Restricted Period”): (i) the Company shall not make or provide (nor shall the Company be obligated to make or provide) any such prohibited portion of such payment or benefit to the Executive and (ii) the Executive shall not be entitled to receive any such prohibited portion of such payment or benefit. (b) Any bonus or incentive compensation paid to the Executive during the period that the UST owns any equity or debt securities of the Company acquired through the CPP will be subject to recovery or “clawback” by the Company or its Affiliates (pursuant to the Company's Capital Purchase Program Clawback Policy, as it may be amended from time to time) if, and to the extent, the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, all within the meaning of Section 111(b) of the EESA and the CPP Guidance. Executive acknowledges that he has been provided a copy of the Clawback Policy as in effect on the Effective Date. (c) The maximum aggregate amount of any bonus or incentive compensation, excluding Base Salary, and the form of payment thereof, shall be limited in compliance with Section 111(b) of EESA and the CPP Guidance, including, without limitation, pursuant to Section 111(b)(3)(D) of EESA. Without limiting the foregoing, the Company may not pay or accrue any bonus, retention award or incentive compensation during the Restricted Period, except for grants or awards by the Company to Executive of long-term restricted stock to the extent permitted by the EESA and the CPP Guidance. (d) In the event that any of the Boards (or, if applicable, a compensation committee thereof) determine that any bonus or incentive compensation arrangement pursuant to which the Executive is or may be entitled to a payment (including, without limitation, any compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements) encourages the Executive to take any “unnecessary and excessive risks that threaten the value of the TARP recipient” (within the meaning of § 30.9 Q-4 of 31 C.F.R. Part 30), then the Boards (or, if applicable, a compensation committee thereof), on behalf of the Company or its Affiliates, as applicable, may take such action as is necessary to modify or amend any such bonus and/or incentive compensation arrangements to eliminate such encouragement, and the Executive's bonus and/or incentive compensation will be determined pursuant to such amended arrangements. (e) If, in the good faith determination of the Company after consultation with counsel of its choice, any statute or regulation promulgated before, on or after the Effective Date imposes additional requirements or restrictions on compensation which the Company may pay to Executive which conflict with the provisions of this Agreement, (i) the Company shall not be required to pay or accrue any bonus, incentive or compensation to the extent of such restriction and this Agreement shall be deemed automatically amended to the extent of such restriction and (ii) Executive shall execute and deliver any amendments to this Agreement which the Company, in good faith after consultation with counsel of its choice, deems necessary to comply with such statute or regulation.

CPP PROVISIONS. Notwithstanding anything contained in this Agreement to the contrary, as of the Effective Date (or on such date thereafter as it becomes necessary pursuant to the EESA or CPP Guidance), to the extent necessary for the Company or its Affiliates to comply with the EESA, as implemented by the CPP Guidance, the terms and conditions of the Executive's ’s employment by the Company set forth in this Agreement shall be and hereby are subject to the following: (a) In the event that any payment or benefit to which the Executive is or may become entitled from the Company is a “golden parachute payment” for purposes of Section 111(b) of the EESA and the CPP Guidance (including, without limitation, the rules set forth in Section 30.9 Q-9 of 31 C.F.R. Part 30), the payment of which is prohibited to be made by the Company under the EESA or the CPP Guidance, then during the period that the UST owns any equity or debt securities of the Company acquired through the CPP (the “Restricted Period”): (i) the Company shall not make or provide (nor shall the Company be obligated to make or provide) any such prohibited portion of such payment or benefit to the Executive and (ii) the Executive shall not be entitled to receive any such prohibited portion of such payment or benefit. (b) Any bonus or incentive compensation paid to the Executive during the period that the UST owns any equity or debt securities of the Company acquired through the CPP will be subject to recovery or “clawback” by the Company or its Affiliates (pursuant to the Company's ’s Capital Purchase Program Clawback Policy, as it may be amended from time to time) if, and to the extent, the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, all within the meaning of Section 111(b) of the EESA and the CPP Guidance. Executive acknowledges that he has been provided a copy of the Clawback Policy as in effect on the Effective Date. (c) The maximum aggregate amount of any bonus or incentive compensation, excluding Base Salary, and the form of payment thereof, shall be limited in compliance with Section 111(b) of EESA and the CPP Guidance, including, without limitation, pursuant to Section 111(b)(3)(D) of EESA. Without limiting the foregoing, the Company may not pay or accrue any bonus, retention award or incentive compensation during the Restricted Period, except for grants or awards by the Company to Executive of long-term restricted stock to the extent permitted by the EESA and the CPP Guidance. (d) In the event that any of the Boards (or, if applicable, a compensation committee thereof) determine that any bonus or incentive compensation arrangement pursuant to which the Executive is or may be entitled to a payment (including, without limitation, any compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements) encourages the Executive to take any “unnecessary and excessive risks that threaten the value of the TARP recipient” (within the meaning of § 30.9 Q-4 of 31 C.F.R. Part 30), then the Boards (or, if applicable, a compensation committee thereof), on behalf of the Company or its Affiliates, as applicable, may take such action as is necessary to modify or amend any such bonus and/or incentive compensation arrangements to eliminate such encouragement, and the Executive's ’s bonus and/or incentive compensation will be determined pursuant to such amended arrangements. (e) If, in the good faith determination of the Company after consultation with counsel of its choice, any statute or regulation promulgated before, on or after the Effective Date imposes additional requirements or restrictions on compensation which the Company may pay to Executive which conflict with the provisions of this Agreement, (i) the Company shall not be required to pay or accrue any bonus, incentive or compensation to the extent of such restriction and this Agreement shall be deemed automatically amended to the extent of such restriction and (ii) Executive shall execute and deliver any amendments to this Agreement which the Company, in good faith after consultation with counsel of its choice, deems necessary to comply with such statute or regulation.