EESA Compliance Clause Samples

EESA Compliance. (a) The Company has entered into agreements with the U.S. Treasury Department (“UST”) under which the Company issued preferred shares (“Preferred Shares”) and other securities to the UST as part of the Troubled Assets Relief Program Capital Purchase Program (“CPP”) established under the Emergency Economic Stabilization Act of 2008 (“EESA”). Employee may be deemed to be a highly compensated person subject to the executive compensation limitations set forth in Section 111 of EESA, has determined that the Company’s participation in the CPP is of material benefit to Employee and agrees to abide by all existing and future terms of EESA, and any regulations thereunder, restricting payment of compensation to Employee. (b) EESA imposes certain restrictions on employment agreements (including this Agreement), severance, bonus and incentive compensation, stock options and awards, and other compensation and benefit plans and arrangements (“Plans”) maintained by the Company and its affiliates and requires that such restrictions remain in place for so long as the UST holds any debt or equity securities issued by the Company. The parties hereby agree that all Plans providing benefits to Employee shall be construed and interpreted at all times that the UST maintains any debt or equity investment in the Company in a manner consistent with EESA, and all such Plans shall be deemed to have been amended as determined by the Company so as to comply with the restrictions imposed by EESA. Employee recognizes that such changes may result in the reduction or elimination of benefits otherwise provided to Employee under this Agreement or any other Plan. Notwithstanding any other terms of this Agreement or any other Plan providing benefits to Employee, to the extent that any provision of this Agreement or any other Plan is determined by Company, to be subject to and not in compliance with EESA, including the timing, amount or entitlement of Employee to any payment of severance, bonus or any other amounts, such provisions shall be interpreted and deemed to have been amended to comply with the terms of EESA. Without limiting the foregoing, any “golden parachute payment” or other severance payments due in connection with termination of Employee’s employment with Company provided under this Agreement or any other Plan, as defined for purposes of EESA, including any benefits payable under Section 6, shall be prohibited if such termination occurs while UST holds any debt or equity securiti...

EESA Compliance. Following the date of this Agreement and to and including the Effective Time, 1st Financial and Mountain 1st will comply with all provisions of Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, and all guidance, rules and regulations promulgated thereunder, as the same shall be in effect from time to time (collectively, the "Compensation Regulations"). Immediately following the closing of FCB's purchase from UST of the outstanding shares of 1st Financial Preferred Stock and the 1st Financial Warrant pursuant to the SPA as described in Paragraph 2.04(a) above (the "SPA Closing"), and prior to the Closing of the Merger, 1st Financial will make all filings with and submissions to UST necessary to comply with all applicable certification and disclosure requirements set forth in the Compensation Regulations, including without limitation those certain filings and submissions specified in Section 4.05 of the SPA, that are required with respect to 1st Financial's most recent completed fiscal year (if those filings and submissions for that year have not previously been made) and with respect to the portion of its then-current fiscal year during which UST held the 1st Financial Preferred Stock. Those filings and submissions will be made by 1st Financial as described above without regard to the normal due dates thereof under the Compensation Regulations.

EESA Compliance. To the extent applicable, this Agreement shall at all times be operated in accordance with the requirements of EESA, including any applicable interim rules, and the Company shall have authority to take action, or refrain from taking any action, with respect to the benefits under this Agreement that is reasonably necessary to comply therewith.

EESA Compliance. Notwithstanding anything herein to the contrary, Executive expressly agrees that no compensation or benefits will be payable to her under this Agreement to the extent that it will contravene section 111 of the Emergency Economic Stabilization Act of 2008 (“EESA”) and the guidance issued thereunder. In addition, Executive also expressly agrees that, to the extent that any amounts are paid to her by the Company are subject to recovery by the Company pursuant to section 111(b)(2)(B), Executive shall promptly repay such amounts to the Company upon demand from the Company. Lastly, Executive agrees that she shall execute a written waiver in the form attached to the United States Department of the Treasury Securities Purchase Agreement executed by the Company in connection with its participation in the Troubled Asset Relief Program Capital Purchase Program (the “Program”) (or such other waiver required as a result of the Company’s participation in the Program).” 11. Exhibit A to the Employment Agreement is hereby deleted in its entirety. 12. In all respects not modified by this Amendment 2008-1, the Employment Agreement, as attached hereto as Exhibit A, is hereby ratified and confirmed.