Common use of TARP Limitations Clause in Contracts

TARP Limitations. The parties acknowledge and agree that BCH has entered into agreements in connection with the sale of BCH securities to the United States Department of Treasury (the “Treasury”) under the TARP Capital Purchase Program (the “CPP”) and the Executive has also entered into an agreement waiving certain rights under executive compensation arrangements such as this Agreement. Such agreements with the Treasury (the “CPP Agreements”) impose limitations upon executive compensation arrangements which are binding upon BCH, the Bank and the Executive. Among the executive compensation limitations imposed under the CPP are (i) prohibitions upon adoption of compensation arrangements that may incentivize management officers such as the Executive to take unnecessary and excessive risks, (ii) restrictions upon making any payment that would be considered a golden parachute payment in violation of the CPP, and (iii) requirements that any bonus and incentive compensation paid to the Executive is subject to recovery or “clawback” if the payments were based on materially inaccurate financial statements or performance metric criteria. The parties further acknowledge and agree that additional limitations may be imposed by the United States Congress, Treasury, and/or banking regulatory authorities having jurisdiction over the operations of BCH and the Bank which may affect the rights and obligations of BCH, the Bank and the Executive under this Agreement and/or pursuant to such other compensation arrangements. Notwithstanding any provision of this Agreement to the contrary, BCH, the Bank and the Executive further acknowledge and agree that the limitations and restrictions under the CPP Agreements will continue in effect as limitations and restrictions upon the provisions of this Agreement and the rights and obligations of the parties hereunder including, but not limited to, the Executive’s entitlement or right to receive incentive compensation under Section 11, severance benefits under Sections 16(d) and 16(e), tax gross-up under Section 18 and/or such other compensation provided for in this Agreement, until such time as the CPP Agreements and any limitations or restrictions imposed under current or future regulations promulgated by the United State Congress, Treasury, and/or banking regulatory authorities having jurisdiction over the operations of BCH and the Bank are terminated. Any conflicts between the provisions of this Agreement and the foregoing limitations and restrictions shall be resolved in favor of compliance with such limitations and restrictions.

TARP Limitations. The parties acknowledge and agree that BCH has entered into agreements in connection with the sale of BCH securities to the United States Department of Treasury (the “Treasury”) under the TARP Capital Purchase Program (the “CPP”) and the Executive has also entered into an agreement waiving certain rights under executive compensation arrangements such as this Agreement. Such agreements with the Treasury (the “CPP Agreements”) impose limitations upon executive compensation arrangements which are binding upon BCH, the Bank and the Executive. Among the executive compensation limitations imposed under the CPP are (i) prohibitions upon adoption of compensation arrangements that may incentivize management officers such as the Executive to take unnecessary and excessive risks, (ii) restrictions upon making any payment that would be considered a golden parachute payment in violation of the CPP, and (iii) requirements that any bonus and incentive compensation paid to the Executive is subject to recovery or “clawback” if the payments were based on materially inaccurate financial statements or performance metric criteria. The parties further acknowledge and agree that additional limitations may be imposed by the United States Congress, Treasury, and/or banking regulatory authorities having jurisdiction over the operations of BCH and the Bank which may affect the rights and obligations of BCH, the Bank and the Executive under this Agreement and/or pursuant to such other compensation arrangements. Notwithstanding any provision of this Agreement to the contrary, BCH, the Bank and the Executive further acknowledge and agree that the limitations and restrictions under the CPP Agreements will continue in effect as limitations and restrictions upon the provisions of this Agreement and the rights and obligations of the parties hereunder including, but not limited to, the Executive’s entitlement or right to receive incentive compensation under Section 11, severance benefits under Sections 16(d) and 16(e), tax gross-up under Section 18 and/or such other compensation provided for in this Agreement, until such time as the CPP Agreements and any limitations or restrictions imposed under current or future regulations promulgated by the United State Congress, Treasury, and/or banking regulatory authorities having jurisdiction over the operations of BCH and the Bank are terminated. Any conflicts between the provisions of this Agreement and the foregoing limitations and restrictions shall be resolved in favor of compliance with such limitations and restrictions.