Common use of Required Provisions Clause in Contracts

Required Provisions. (a) The Bank’s Board may terminate Executive’s employment at any time and for any reason, but any termination by the Bank’s Board, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)) of the Federal Deposit Insurance Act, the Bank’s obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)) or 8(g) (12 U.S.C.1818(g)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. 1813(x)(1)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement may be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institution, by the Federal Deposit Insurance Corporation if it enters into an agreement to provide assistance to or on behalf of the Bank. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. (a) The Bank’s 's Board may terminate Executive’s 's employment at any time and for any reason, but any termination by the Bank’s 's Board, other than Termination for Just Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)) of the Federal Deposit Insurance Act, the Bank’s 's obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)) or 8(g) (12 U.S.C.1818(g)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. 1813(x)(1)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement may be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institutionBank; (i) by the Comptroller of the Office of the Comptroller of the Currency (“OCC”) or his or her designee, by at the time the Federal Deposit Insurance Corporation if it enters into an agreement to provide assistance to or on behalf of the BankBank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act; or (ii) by the Comptroller or his or her designee at the time the Comptroller, or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39163.39.

Required Provisions. (a) The Bank’s 's Board may terminate Executive’s 's employment at any time and for any reason, but any termination by the Bank’s 's Board, other than Termination for Just Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)) of the Federal Deposit Insurance Act, the Bank’s 's obligations under this Agreement shall be suspended as of the date of service, service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended suspended, and (ii) reinstate (in whole or in part) any of the its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)) or 8(g) (12 U.S.C.1818(g)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. 1813(x)(1)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement may be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institutionBank; (i) by the Comptroller of the Office of the Comptroller of the Currency (“OCC”) or his or her designee, by at the time the Federal Deposit Insurance Corporation if it enters into an agreement to provide assistance to or on behalf of the BankBank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act; or (ii) by the Comptroller or his or her designee at the time the Comptroller, or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39163.39.

Required Provisions. (a) The Bank’s 's Board may terminate Executive’s 's employment at any time and for any reason, but any termination by the Bank’s 's Board, other than Termination for Just Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)) of the Federal Deposit Insurance Act, the Bank’s 's obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)) or 8(g) (12 U.S.C.1818(g)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. 1813(x)(1)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement may be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institution, by the Federal Deposit Insurance Corporation if it enters into an agreement to provide assistance to or on behalf of the Bank. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. (a) The Bank’s Board Bank may terminate the Executive’s 's employment at any time and for any reason, but any termination by the Bank’s Board, other than Termination for Just Cause, time. The Executive shall not prejudice Executive’s have the right to receive compensation or other benefits under this Agreementfor any period after Termination for Cause as defined in Section 2(c) hereinabove. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)8(g)(1) of the Federal Deposit Insurance ActAct (12 USC ss.1818(e)(3) and ss.1818(g)(1)), the Bank’s 's obligations under this Agreement contract shall be suspended as of the date of service, service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)8(e)(4) or 8(g) (12 U.S.C.1818(g)8g(1) of the Federal Deposit Insurance ActAct (12 USC ss.1818(e)(4) and ss.1818(g)(1)), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. 1813(x)(1)3(x)(1) of the Federal Deposit Insurance ActAct (12 USC ss.1813(x)(1)), all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement may contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institution, Bank by the Director of the Office of Thrift Supervision ("OTS") or his designee at the time (i) the Federal Deposit Insurance Corporation if it ("FDIC") enters into an agreement to provide assistance to or on behalf of the BankBank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act (12 USC ss.1823(c)); or (ii) the Director of the OTS 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 Director of the OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any Notwithstanding anything herein contained to the contrary, any payments made to Executive by the Bank pursuant to this Agreement, or otherwise, Agreement are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k) ), and any rules and the regulations promulgated thereunder, including thereunder in 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. (a) The Bank’s Board may terminate Executive’s employment at any time and for any reason, but any termination by the Bank’s Board, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. (b) If Executive is suspended from office and/or ------------------- temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section section 8(e)(3) or (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)g)(1) of the Federal Deposit Insurance ActAct (12 U.S.C. 1818(e)(3) and (g)(1)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement shall be suspended as of the date of service, service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the its obligations which were suspended. (c) . If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)section 8(e)(4) or 8(g) (12 U.S.C.1818(g)g)(1) of the Federal Deposit Insurance ActAct (12 U.S.C. 1818(e)(4) and (g)(1)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. . In the case of termination or removal of the Executive by an order issued under section 8(e)(4) of the Federal Deposit Insurance Act (d) 12 U.S.C. 1818(e)(4)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Company shall, if it deems the reinstatement of the Executive to his former position to be in the best interest of the Company, use its best efforts to appeal and overturn such order. If the Bank is in default (as defined in Section 3(x) (12 U.S.C. 1813(x)(1)section 3(x)(1) of the Federal Deposit Insurance ActAct as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989), all obligations of the Bank under this Agreement shall terminate terminated as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) . All obligations of the Bank under this Agreement may shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the institutionBank: (i) by the Office of Thrift Supervision ("OTS"), by at the time the Federal Deposit Insurance Corporation if it enters into an agreement to provide assistance to or on behalf of the Bank. Any rights Bank under the authority contained in section 13(c) (12 U.S.C. (S)1823(c)) of the parties that have already vested, however, shall not be affected by such action.Federal Deposit Insurance Act; or (fii) by the OTS, at the time the OTS approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OTS to be in an unsafe or unsound condition. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. (a) The Bank’s Board Bank may terminate Executive’s employment at any time and for any reason, but any termination by the Bank’s Board, other than Termination for Just Cause, time. Executive shall not prejudice Executive’s have the right to receive compensation or other benefits under this Agreementfor any period after termination for “Cause” as defined in Section 2(c) herein above. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) (12 U.S.C. §1818(e)(3)) or 8(g) (12 U.S.C. §1818(g)) of the Federal Deposit Insurance Act, as amended, the Bank’s obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended suspended, and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e) (12 U.S.C. §1818(e)) or 8(g) (12 U.S.C.1818(gU.S.C. §1818(g)) of the Federal Deposit Insurance Act, as amended, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. §1813(x)(1)) of the Federal Deposit Insurance Act, as amended, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement may shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the institutionBank, (i) by the Federal Deposit Insurance Corporation if it (“FDIC”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the BankBank under the authority contained in Section 13(c) (12 U.S.C. §1823(c)) of the Federal Deposit Insurance Act, as amended, or (ii) when the Bank is determined by the FDIC to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any Notwithstanding anything herein contained to the contrary, any payments made to Executive by the Bank, whether pursuant to this Agreement, Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section § 1828(k) ), and any rules and the regulations promulgated thereunder, including thereunder in 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. (a) The Bank’s Board may terminate Executive’s employment at any time and for any reason, but any termination by the Bank’s Board, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.§1818(e)(3) or (g)(1); the Bank’s obligations under this Agreement contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion discretion: (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended suspended; and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (cb) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)8(e)(4) or 8(g) (12 U.S.C.1818(g)8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (dc) If the Bank is in default as defined in Section 3(x) (12 U.S.C. 1813(x)(1)3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1), all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (ed) All obligations of the Bank under this Agreement may contract shall be terminated, except to the extent it is determined that continuation of the contract is necessary for the continued operation of the institution, Bank: (i) by the Federal Deposit Insurance Corporation if it Comptroller of the Office of the Comptroller of the Currency (“OCC”) or its successor, 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 Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Comptroller of the OCC or its successor (or his designee) at the time the Comptroller (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank, or when the Bank is determined by the Comptroller to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (fe) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section §1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, applicable 12 C.F.R. §563.39163.39.

Required Provisions. (a) The Bank’s Board may terminate Executive’s employment at any time and for any reason, but any termination by the Bank’s Board, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)) of the Federal Deposit Insurance Act, the Bank’s obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)) or 8(g) (12 U.S.C.1818(g)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. 1813(x)(1)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement may be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institution, by the Federal Deposit Insurance Corporation if it enters into an agreement to provide assistance to or on behalf of the Bank. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39163.39.

Required Provisions. (a) The Bank’s Board Bank may terminate Executive’s 's employment at any time and for any reasontime. Any termination of Executive, but any termination by the Bank’s Board, other than Termination for Just Causehowever, shall be subject to the terms and conditions of this Agreement. Executive shall not prejudice Executive’s have the right to receive compensation or other benefits under this Agreementfor any period after Termination for Cause as defined herein. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) (12 U.S.C. USC Section 1818(e)(3)) or 8(g) (12 U.S.C. USC Section 1818(g)) of the Federal Deposit Insurance Act (the "FDI Act"), the Bank’s 's obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. USC Section 1818(e)) or 8(g) (12 U.S.C.1818(gUSC Section 1818(g)) of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default default, as defined in Section 3(x) (12 U.S.C. USC Section 1813(x)(1)) of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement may contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institutionBank, (i) by the Federal Deposit Insurance Corporation if it ("FDIC"), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the BankBank under the authority contained in Section 13(c) (12 USC Section 1823(c)) of the FDI Act; or (ii) when the Bank is determined by the FDIC to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any Notwithstanding anything herein contained to the contrary, any payments made to Executive by the Bank, whether pursuant to this Agreement, Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k) ), and any rules and the regulations promulgated thereunder, including thereunder in 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. (a) The Bank’s 's Board may terminate Executive’s 's employment at any time and for any reason, but any termination by the Bank’s 's Board, other than Termination for Just Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)) of the Federal Deposit Insurance Act, the Bank’s 's obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)) or 8(g) (12 U.S.C.1818(g)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. 1813(x)(1)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement may be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institution, by the Federal Deposit Insurance Corporation if it enters into an agreement to provide assistance to or on behalf of the Bank. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39163.39.

Required Provisions. (a) The Bank’s Board may terminate Executive’s employment at any time following provisions are included for the purposes of complying with various laws, rules and for any reasonregulations applicable to the Bank and, but any termination in the event of a conflict between a Required Provision and another provision of this Agreement, the Required Provision shall supersede such other provision and be applied to the extent required by the law, rule or regulation applicable to the Bank’s Board, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. (ba) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(3) or (g)(1), the Bank’s 's obligations under this Agreement contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion shall (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (cb) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)8(e)(4) or 8(g) (12 U.S.C.1818(g)8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (dc) If the Bank is in default as defined in Section 3(x) (12 U.S.C. 1813(x)(1)3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1813(x) (1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (ed) All obligations of the Bank under this Agreement may contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institution, (i) by the Federal Deposit Insurance Corporation if it Director of the OTS (or his designee), the FDIC or the Resolution Trust Corporation, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the BankBank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1823(c); or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (fe) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(kss.1828(k) and any rules and regulations promulgated thereunder. (f) In no event shall the aggregate dollar amount of the compensation and benefits, including 12 C.F.R. Part 359if applicable, and payable to the extent applicableExecutive under Sections 3. and 4. hereof constituting "parachute payments" within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, 12 C.F.R. §563.39as amended, exceed three times the Executive's average annual total compensation for the last five consecutive calendar years ending prior to his termination of employment with the Bank (or his entire period of employment with the Bank if less than five calendar years).

Required Provisions. (a) The Bank’s Board of Directors may terminate the Executive’s employment at any time and for any reason, but any termination by the Bank’s BoardBoard of Directors, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) (12 U.S.C. §§ 1818(e)(3)) or 8(g) (12 U.S.C. § 1818(g)) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s obligations under this Agreement contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its their contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e) (12 U.S.C. §§ 1818(e)) or 8(g) (12 U.S.C.1818(gU.S.C. § 1818(g)) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. § 1813(x)(1)) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement contract may be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institution, by the Federal Deposit Insurance Corporation FDIC if it enters into an agreement to provide assistance to or on behalf of the Bank. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. USC Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. (a) The Bank’s 's Board may terminate Executive’s 's employment at any time and for any reason, but any termination by the Bank’s 's Board, other than Termination for Just Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)) of the Federal Deposit Insurance Act, the Bank’s 's obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)) or 8(g) (12 U.S.C.1818(g)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. 1813(x)(1)) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement may be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institution, by the Federal Deposit Insurance Corporation if it enters into an agreement to provide assistance to or on behalf of the Bank. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39ss.563.39.

Required Provisions. (a) The Bank’s Board may terminate Executive’s employment at any time and for any reason, but any termination by the Bank’s Board, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. (b) If Executive is suspended from office and/or ------------------- temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section section 8(e)(3) or (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)g)(1) of the Federal Deposit Insurance ActAct (12 U.S.C. 1818(e)(3) and (g)(1)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement shall be suspended as of the date of service, service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the its obligations which were suspended. (c) . If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)section 8(e)(4) or 8(g) (12 U.S.C.1818(g)g)(1) of the Federal Deposit Insurance ActAct (12 U.S.C. 1818(e)(4) and (g)(1)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. . In the case of termination or removal of the Executive by an order issued under section 8(e)(4) of the Federal Deposit Insurance Act (d) 12 U.S.C. 1818(e)(4)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Company shall, if it deems the reinstatement of the Executive to his former position to be in the best interest of the Company, use its best efforts to appeal and overturn such order. If the Bank is in default (as defined in Section 3(x) (12 U.S.C. 1813(x)(1)section 3(x)(1) of the Federal Deposit Insurance ActAct as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989), all obligations of the Bank under this Agreement shall terminate terminated as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) . All obligations of the Bank under this Agreement may shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the institutionBank: (1) by the Office of Thrift Supervision ("OTS"), by at the time the Federal Deposit Insurance Corporation if it enters into an agreement to provide assistance to or on behalf of the Bank. Any rights Bank under the authority contained in section 13(c) (12 U.S.C. '1823(c)) of the parties that have already vested, however, shall not be affected by such action.Federal Deposit Insurance Act; or (f2) by the OTS, at the time the OTS approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OTS to be in an unsafe or unsound condition. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. (aa.) The Bank’s Board Bank may terminate Executive’s employment at any time and for any reasontime, but any termination by the Bank’s Board, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause as defined in Section 2(c) herein. (bb.) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)g)(1) of the Federal Deposit Insurance ActAct (“FDIA”) (12 U.S.C. 1818(e)(3) and (g)(1)), the Bank’s obligations under this the Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion, (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the its obligations which that were suspended. (cc.) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e8(e)(4) or (g)(1) of the FDIA (12 U.S.C. 1818(e)1818(e)(4) or 8(g) (12 U.S.C.1818(gg)(1)) of the Federal Deposit Insurance Act), all obligations of the Bank under this the Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (dd.) If the Bank is in default (as defined in Section 3(x) (12 U.S.C. 1813(x)(1)3(x)(1) of the Federal Deposit Insurance ActFDIA), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (ee.) All obligations of the Bank under this Agreement may be terminated:, except to (I) by the extent determined that continuation Director of the contract is necessary for Office of Thrift Supervision (the”Director”) or his or her designee at the continued operation of the institution, by time the Federal Deposit Insurance Corporation if it or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the BankBank under the authority contained in Section 13(c) of the FDIA and (ii) by the Directors, or his or her designee at the time the Director or such designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be ve affected by such action. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. ​ (a) The Bank’s Board Bank may terminate the Executive’s employment at any time and for any reasontime, but any termination by the Bank’s Board, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement.. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause as defined in Section 2(c) herein. ​ (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(38(e) (3) or (g) (1) of the FDIA (12 U.S.C. 1818(e)(3)) or 8(g1818(e) (12 U.S.C. 1818(g3) and (g) (1)) of the Federal Deposit Insurance Act), the Bank’s obligations under this the Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in may, at its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the its obligations which that were suspended.. ​ (c) If the Executive 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 (g) (1) of the FDIA (12 U.S.C. 1818(e)) (4) or 8(g(g) (12 U.S.C.1818(g1)) of the Federal Deposit Insurance Act), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but the vested rights of the contracting parties shall not be affected.. ​ (d) If the Bank is in default (as defined in Section 3(x3 (x) (12 U.S.C. 1813(x)(1)1) of the Federal Deposit Insurance ActFDIA), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.. ​ (e) All obligations of the Bank under this Agreement may be terminated, except to : (i) by the extent determined that continuation Director of the contract is necessary for the continued operation Office of the institution, by Comptroller of the Currency (the “Director”) or his or her designee at the time of the Federal Deposit Insurance Corporation if it or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the BankBank under the authority contained in Section 13(c) of the FDIA or (ii) by the Director, or his or her designee at the time the Director or such designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any payments made to Executive pursuant to benefit payment delayed in accordance with this Agreement, or otherwise, are subject to and conditioned upon compliance Section 7 shall be paid at the earliest date at which the Bank reasonably anticipates that such payment would be permissible in accordance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.409A. ​

Required Provisions. (aa.) The Bank’s Board Bank may terminate Executive’s employment at any time and for any reasontime, but any termination by the Bank’s Board, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause as defined in Section 2(c) herein. (bb.) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)g)(1) of the Federal Deposit Insurance ActAct (“FDIA”) (12 U.S.C. 1818(e)(3) and (g)(1)), the Bank’s obligations under this the Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may may, in its discretion discretion, (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the its obligations which that were suspended. (cc.) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e8(e)(4) or (g)(1) of the FDIA (12 U.S.C. 1818(e)1818(e)(4) or 8(g) (12 U.S.C.1818(gg)(1)) of the Federal Deposit Insurance Act), all obligations of the Bank under this the Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (dd.) If the Bank is in default (as defined in Section 3(x) (12 U.S.C. 1813(x)(1)3(x)(1) of the Federal Deposit Insurance ActFDIA), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (ee.) All obligations of the Bank under this Agreement may be terminated:, except to (I)by the extent determined that continuation Director of the contract is necessary for Office of Thrift Supervision (the”Director”) or his or her designee at the continued operation of the institution, by time the Federal Deposit Insurance Corporation if it or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the BankBank under the authority contained in Section 13(c) of the FDIA and (ii) by the Directors, or his or her designee at the time the Director or such designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be ve affected by such action. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. (a) The Bank’s Board may terminate Executive’s employment at any time and for any reason, but any termination by the Bank’s Board, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. (b) If Executive is suspended from office and/or ------------------- temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section section 8(e)(3) or (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)g)(1) of the Federal Deposit Insurance ActAct (12 U.S.C. 1818(e)(3) and (g)(1)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement shall be suspended as of the date of service, service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the its obligations which were suspended. (c) . If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)section 8(e)(4) or 8(g) (12 U.S.C.1818(g)g)(1) of the Federal Deposit Insurance ActAct (12 U.S.C. 1818(e)(4) and (g)(1)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. . In the case of termination or removal of the Executive by an order issued under section 8(e)(4) of the Federal Deposit Insurance Act (d) 12 U.S.C. 1818(e)(4)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Company shall, if it deems the reinstatement of the Executive to his former position to be in the best interest of the Company, use its best efforts to appeal and overturn such order. If the Bank is in default (as defined in Section 3(x) (12 U.S.C. 1813(x)(1)section 3(x)(1) of the Federal Deposit Insurance ActAct as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) . All obligations of the Bank under this Agreement may shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the institutionBank: (i) by the Office of Thrift Supervision ("OTS"), by at the time the Federal Deposit Insurance Corporation if it enters into an agreement to provide assistance to or on behalf of the Bank. Any rights Bank under the authority contained in section 13(c) (12 U.S.C. (S)1823(c)) of the parties that have already vested, however, shall not be affected by such action.Federal Deposit Insurance Act; or (fii) by the OTS, at the time the OTS approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OTS to be in an unsafe or unsound condition. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. (a) The Bank’s Board Bank may terminate Executive’s the Employee's employment at any time and for any reason, but any termination by the Bank’s Board, other than Termination for Just Cause, time. Employee shall not prejudice Executive’s have the right to receive compensation or other benefits under this Agreementfor any period after Termination for Cause as defined in Section 2(c). (b) If Executive the Employee is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) (12 U.S.C. 36 USC 1818(e)(3)) or 8(g) (12 U.S.C. 36 USC 1818(g)) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's and the Company's obligations under this Agreement contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive the Employee all or part of the compensation withheld while its their contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (c) If Executive the Employee is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. 36 USC Section 1818(e)) or 8(g) (12 U.S.C.1818(g36 USC ss.1818(g)) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank and the Company under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. 36 USC 1813(x)(1)) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank and the Company under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement may contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institutionBank, (i) by the Director of the Office of Thrift Supervision (the "OTS") or his or her designee at the time, the Federal Deposit Insurance Corporation if it ("FDIC") enters into an agreement to provide assistance to or on behalf of the BankBank under the authority contained in Section 13(c) (36 USC Section 1823(c)) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989; or (ii) by the Director of the OTS at the time the OTS or his or her designee approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any payments made to Executive the Employee pursuant to this Agreement, Agreement or otherwise, are subject to and conditioned upon their compliance with 12 36 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. (a) The Bank’s Board Bank may terminate Executive’s 's employment at any time and for any reason, but any termination by the Bank’s Board, other than Termination for Just Cause, time. Executive shall not prejudice Executive’s have the right to receive compensation or other benefits under this Agreementfor any period after Termination for Cause as defined herein. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) (12 U.S.C. USC ss. 1818(e)(3)) or 8(g) (12 U.S.C. USC ss. 1818(g)) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (the "FDI Act"), the Bank’s 's obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. USC ss. 1818(e)) or 8(g) (12 U.S.C.1818(gUSC ss. 1818(g)) of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. USC ss. 1813(x)(1)) of the Federal Deposit Insurance FDI Act, all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement may contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institutionBank, (i) by the Federal Deposit Insurance Corporation if it ("FDIC"), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the BankBank under the authority contained in Section 13(c) (12 USC ss. 1823(c)) of the FDI Act; or (ii) when the Bank is determined by the FDIC to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. (a) The Bank’s 's Board of Directors may terminate the Executive’s 's employment at any time and for any reasontime, but any termination by the Bank’s Board's Board of Directors, other than Termination for Just Cause, shall not prejudice Executive’s 's right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause as defined in Section 7 hereinabove. (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) (12 U.S.C. ss.ss. 1818(e)(3)) or 8(g) (12 U.S.C. ss. 1818(g)) of the Federal Deposit D▇▇▇▇▇t Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its their contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. ss.ss. 1818(e)) or 8(g) (12 U.S.C.1818(gU.S.C. ss. 1818(g)) of the Federal Deposit Insurance Depos▇▇ ▇▇surance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. ss. 1813(x)(1)) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations of the Bank under this Agreement may contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institution, (i) by the Federal Deposit Insurance Director of the OTS, or his or her designee, at the time the FDIC or the Resolution Trust Corporation if it ("RTC") enters into an agreement to provide assistance to or on behalf of the BankBank under the authority contained in Section 13(c) (12 U.S.C. ss.1823(c)) of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1982; or (ii) by the Director of the OTS or his or her designee, at the time the Director or his or her designee approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. (a) The Bank’s Board may terminate Executive’s employment at any time and for any reason, but any termination by the Bank’s Board, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. (b) If Executive is suspended from office and/or ------------------- temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section section 8(e)(3) or (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)g)(1) of the Federal Deposit Insurance ActAct (12 U.S.C. 1818(e)(3) and (g)(1)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement shall be suspended as of the date of service, service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the its obligations which were suspended. (c) . If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)section 8(e)(4) or 8(g) (12 U.S.C.1818(g)g)(1) of the Federal Deposit Insurance ActAct (12 U.S.C. 1818(e)(4) and (g)(1)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. . In the case of termination or removal of the Executive by an order issued under section 8(e)(4) of the Federal Deposit Insurance Act (d) 12 U.S.C. 1818(e)(4)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Company shall, if it deems the reinstatement of the Executive to his former position to be in the best interest of the Company, use its best efforts to appeal and overturn such order. If the Bank is in default (as defined in Section 3(x) (12 U.S.C. 1813(x)(1)section 3(x)(1) of the Federal Deposit Insurance ActAct as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989), all obligations of the Bank under this Agreement shall terminate terminated as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) . All obligations of the Bank under this Agreement may shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the institutionBank: (i) by the Office of Thrift Supervision ("OTS"), by at the time the Federal Deposit Insurance Corporation if it enters into an agreement to provide assistance to or on behalf of the Bank. Any rights Bank under the authority contained in section 13(c) (12 U.S.C.ss.1823(c)) of the parties that have already vested, however, shall not be affected by such action.Federal Deposit Insurance Act; or (fii) by the OTS, at the time the OTS approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OTS to be in an unsafe or unsound condition. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. (a) The Bank’s Board may terminate Executive’s employment at any time and for any reason, but any termination by the Bank’s Board, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. (b) If Executive is suspended from office and/or ------------------- temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section section 8(e)(3) or (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)g)(1) of the Federal Deposit Insurance ActAct (12 U.S.C. 1818(e)(3) and (g)(1)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement shall be suspended as of the date of service, service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the its obligations which were suspended. (c) . If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)section 8(e)(4) or 8(g) (12 U.S.C.1818(g)g)(1) of the Federal Deposit Insurance ActAct (12 U.S.C. 1818(e)(4) and (g)(1)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. . In the case of termination or removal of the Executive by an order issued under section 8(e)(4) of the Federal Deposit Insurance Act (d) 12 U.S.C. 1818(e)(4)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Company shall, if it deems the reinstatement of the Executive to his former position to be in the best interest of the Company, use its best efforts to appeal and overturn such order. If the Bank is in default (as defined in Section 3(x) (12 U.S.C. 1813(x)(1)section 3(x)(1) of the Federal Deposit Insurance ActAct as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989), all obligations of the Bank under this Agreement shall terminate terminated as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) . All obligations of the Bank under this Agreement may shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the institutionBank: 1. by the Office of Thrift Supervision ("OTS"), by at the time the Federal Deposit Insurance Corporation if it enters into an agreement to provide assistance to or on behalf of the Bank. Any rights Bank under the authority contained in section 13(c) (12 U.S.C. (S)1823(c)) of the parties that have already vestedFederal Deposit Insurance Act; or 2. by the OTS, however, shall not at the time the OTS approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OTS to be affected by such action. (f) in an unsafe or unsound condition. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. (a) The Bank’s Board may terminate Executive’s employment at any time following provisions are included for the purposes of complying with various laws, rules and for any reasonregulations applicable to the Bank and, but any termination in the event of a conflict between a Required Provision and another provision of this Agreement, the Required Provision shall supersede such other provision and be applied to the extent required by the law, rule or regulation applicable to the Bank’s Board, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. (ba) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section 8(e)(3) (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(3) or (g)(1), the Bank’s 's obligations under this Agreement contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion shall (i) pay Executive all or part of the compensation withheld while its their contract obligations were suspended and (ii) reinstate (in whole or in part) any of the obligations which were suspended. (cb) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)8(e)(4) or 8(g) (12 U.S.C.1818(g)8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (dc) If the Bank is in default as defined in Section 3(x) (12 U.S.C. 1813(x)(1)3(x)(1) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1813(x) (1) all obligations of the Bank under this Agreement contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (ed) All obligations of the Bank under this Agreement may contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the institution, (i) by the Federal Deposit Insurance Corporation if it Director of the OTS (or her designee), the FDIC or the Resolution Trust Corporation, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the BankBank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. ss.1823(c); or (ii) by the Director of the OTS (or her designee) at the time the Director (or her designee) approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (fe) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(kss.1828(k) and any rules and regulations promulgated thereunder. (f) In no event shall the aggregate dollar amount of the compensation and benefits, including 12 C.F.R. Part 359if applicable, and payable to the extent applicableExecutive under Sections 3. and 4. hereof constituting "parachute payments" within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, 12 C.F.R. §563.39as amended, exceed three times the Executive's average annual total compensation for the last five consecutive calendar years ending prior to her termination of employment with the Bank (or her entire period of employment with the Bank if less than five calendar years).

Required Provisions. (a) The Bank’s Board may terminate Executive’s employment at any time and for any reason, but any termination by the Bank’s Board, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. (b) If Executive is suspended from office and/or ------------------- temporarily prohibited from participating in the conduct of the Bank’s 's affairs by a notice served under Section section 8(e)(3) or (12 U.S.C. 1818(e)(3)) or 8(g) (12 U.S.C. 1818(g)g)(1) of the Federal Deposit Insurance ActAct (12 U.S.C. 1818(e)(3) and (g)(1)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Bank’s 's obligations under this Agreement shall be suspended as of the date of service, service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the its obligations which were suspended. (c) . If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s 's affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)section 8(e)(4) or 8(g) (12 U.S.C.1818(g)g)(1) of the Federal Deposit Insurance ActAct (12 U.S.C. 1818(e)(4) and (g)(1)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. . In the case of termination or removal of the Executive by an order issued under section 8(e)(4) of the Federal Deposit Insurance Act (d) 12 U.S.C. 1818(e)(4)), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, the Company shall, if it deems the reinstatement of the Executive to his former position to be in the best interest of the Company, use its best efforts to appeal and overturn such order. If the Bank is in default (as defined in Section 3(x) (12 U.S.C. 1813(x)(1)section 3(x)(1) of the Federal Deposit Insurance ActAct as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989), all obligations of the Bank under this Agreement shall terminate terminated as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) . All obligations of the Bank under this Agreement may shall be terminated, except to the extent determined that continuation of the contract this Agreement is necessary for the continued operation of the institutionBank: 1. by the Office of Thrift Supervision ("OTS"), by at the time the Federal Deposit Insurance Corporation if it enters into an agreement to provide assistance to or on behalf of the Bank. Any rights Bank under the authority contained in section 13(c) (12 U.S.C.(S)1823(c)) of the parties that have already vestedFederal Deposit Insurance Act; or 2. by the OTS, however, shall not at the time the OTS approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the OTS to be affected by such action. (f) in an unsafe or unsound condition. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.

Required Provisions. ​ (a) The Bank’s Board Bank may terminate the Executive’s employment at any time and for any reasontime, but any termination by the Bank’s Board, other than Termination for Just Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement.. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause as defined in Section 2(c) herein. ​ (b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(38(e) (3) or (g) (1) of the FDIA (12 U.S.C. 1818(e)(3)) or 8(g1818(e) (12 U.S.C. 1818(g3) and (g) (1)) of the Federal Deposit Insurance Act), the Bank’s obligations under this the Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in may, at its discretion (i) pay the Executive all or part ​ of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of the its obligations which that were suspended.. ​ (c) If the Executive 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 (g) (1) of the FDIA (12 U.S.C. 1818(e)) (4) or 8(g(g) (12 U.S.C.1818(g1)) of the Federal Deposit Insurance Act), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but the vested rights of the contracting parties shall not be affected.. ​ (d) If the Bank is in default (as defined in Section 3(x3 (x) (12 U.S.C. 1813(x)(1)1) of the Federal Deposit Insurance ActFDIA), all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.. ​ (e) All obligations of the Bank under this Agreement may be terminated, except to : (i) by the extent determined that continuation Director of the contract is necessary for the continued operation Office of the institution, by Comptroller of the Currency (the “Director”) or his or her designee at the time of the Federal Deposit Insurance Corporation if it or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the BankBank under the authority contained in Section 13(c) of the FDIA or (ii) by the Director, or his or her designee at the time the Director or such designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Any payments made to Executive pursuant to benefit payment delayed in accordance with this Agreement, or otherwise, are subject to and conditioned upon compliance Section 7 shall be paid at the earliest date at which the Bank reasonably anticipates that such payment would be permissible in accordance with 12 U.S.C. Section 1828(k) and any rules and regulations promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R. §563.39.409A. ​