Common use of EESA Compliance Clause in Contracts

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 securities issued by the Company and it is determined that such a payment to Employee would constitute a violation of EESA. The parties hereto further agree that (i) Employee shall at no time be entitled to receive any compensation based upon incentives that encourage Employee to take unnecessary and excessive risks on behalf of Company; and (ii) Employee shall promptly repay Company or any other affiliated entity compensating Employee, within thirty (30) days of demand, the amount of any bonus or incentive compensation paid to Employee based upon statements of earnings, gains or other criteria that are later determined by the Company to be materially inaccurate. If Employee fails to repay the Company within thirty (30) days of demand, the Company will be entitled to recover all of its reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with its efforts to collect such payment from Employee.

EESA Compliance. (a) The Company CoBiz has entered into agreements with the U.S. Treasury Department (“UST”) under which the Company CoBiz 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 CompanyCoBiz’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 CoBiz, Company and its their affiliates and requires that such restrictions remain in place for so long as the UST holds any debt or equity securities issued by the CompanyCoBiz. 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 CoBiz in a manner consistent with EESA, and all such Plans shall be deemed to have been amended as determined by the CoBiz and 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 CoBiz or 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 securities issued by the Company CoBiz and it is determined that such a payment to Employee would constitute a violation of EESA. The parties hereto further agree that (i) Employee shall at no time be entitled to receive any compensation based upon incentives that encourage Employee to take unnecessary and excessive risks on behalf of CompanyCompany or CoBiz; and (ii) Employee shall promptly repay Company Company, CoBiz or any other affiliated entity compensating Employee, within thirty (30) days of demand, the amount of any bonus or incentive compensation paid to Employee based upon statements of earnings, gains or other criteria that are later determined by the Company or CoBiz to be materially inaccurate. If Employee fails to repay the Company within thirty (30) days of demand, the Company will be entitled to recover all of its reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with its efforts to collect such payment from Employee.