Common use of TERMINATION OR MODIFICATION OF AGREEMENT Clause in Contracts

TERMINATION OR MODIFICATION OF AGREEMENT. BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS Notwithstanding anything herein above to the contrary, the Bank is entering into this Executive Plan upon the assumption that certain existing tax laws, rules and regulations will continue in effect in their current form. If any said assumptions should change and said change has a detrimental effect on this Executive Plan, then the Bank reserves the right to terminate or modify this Executive Plan accordingly. Furthermore, the Board has the right to terminate or modify future accruals if so determined within the Board's business judgment whether or not this Executive Plan has a detrimental effect on the Bank. Upon any said modification or termination of the Executive Plan, any benefits accrued to the Executive's liability retirement account on the date of said modification or termination shall be paid to the Executive in a lump sum, subject to the provisions below. Upon a Change of Control (Section IX), this paragraph shall become null and void effective immediately upon said Change of Control. Notwithstanding the foregoing, no amendment shall be made to this Executive Plan that would violate, or cause the agreement to violate, Section 409A. Further notwithstanding the foregoing, the agreement may not be terminated unless all of the requirements of Section 409A regarding plan terminations are satisfied. Accordingly, unless Section 409A permits otherwise, this agreement may be terminated only if (a) all arrangements sponsored by the Bank and any affiliated entity (within the meaning of Section 414(b) and 414(c)) that are required to be aggregated with this agreement under Section 409A are terminated; (b) no payments other than payments that would be payable under the terms of the Executive Plan or an aggregated plan if the termination had not occurred are made within 12 months of the termination of the arrangements; (c) all payments are made within 24 months of the termination of the Executive Plan and related arrangements; and (d) the Bank does not adopt a new arrangement that would be required to be aggregated with this Executive Plan under Section 409A if the Executive participated in both arrangements, within three years of the termination of the agreement.