Common use of Waiver and CPP Compliance/Recovery Clause in Contracts

Waiver and CPP Compliance/Recovery. Notwithstanding anything to the contrary in this Agreement or in any other agreement, plan, program or arrangement of the Company, Xxxxx agrees that he shall not be entitled to receive any payments from the Company that would conflict with the terms of the Waiver or the SEO Agreement or would otherwise violate the CPP Rules or any other compensation rules applicable to the Company (collectively, the “Restrictions”). In the event of a determination by the Company’s primary federal banking regulator, the U.S. Department of the Treasury (“Treasury”), the U.S. Internal Revenue Service or any other applicable federal government agency or body (each a “Government Agency”) that any payments made or to be made to Xxxxx would conflict with or violate the Restrictions, the Company agrees to provide notice of such determination to Xxxxx within two (2) business days of the determination and to take reasonable steps to promptly request approval from the applicable Government Agency to make such payments to Xxxxx under this Agreement in accordance with the Restrictions and/or to seek a waiver from Treasury that would permit the payments under this Agreement to be made to Xxxxx if the determination is that the payment violates the Restrictions. Xxxxx also agrees that, in the event that the Company is obligated to pay, or has previously paid, any amount to Xxxxx that is determined by any applicable Government Agency to violate the terms of the Restrictions or as to which Treasury has not provided a waiver in response to the Company’s request, then (i) in the case of any unpaid obligation, the Company shall cease to have an obligation to pay such amounts to Xxxxx and (ii) in the case of previously paid amounts, to the extent required by the applicable Government Agency, Xxxxx shall be required to repay the gross amount of any such compensation to the Company within ten (10) business days of receiving written demand from the Company, or such shorter time period as may be required by such Government Agency or under the Restrictions.

Waiver and CPP Compliance/Recovery. Notwithstanding anything to the contrary in this Agreement or in any other agreement, plan, program or arrangement of the Company, Xxxxx Executive agrees that he shall not be entitled to receive any payments from the Company that would conflict with the terms of the Waiver or the SEO Senior Officer Agreement or would otherwise violate the CPP Rules or any other compensation rules applicable to the Company (collectively, the “Restrictions”). In the event of a determination by the Company’s or the Bank’s primary federal banking regulator, the U.S. Department of the Treasury (“Treasury”), the U.S. Internal Revenue Service or any other applicable federal government agency or body (each a “Government Agency”) that any payments made or to be made to Xxxxx Executive would conflict with or violate the Restrictions, the Company agrees to provide notice of such determination to Xxxxx Executive within two (2) business days of the determination and to take reasonable steps to promptly request approval from the applicable Government Agency to make such payments to Xxxxx Executive under this Agreement in accordance with the Restrictions and/or to seek a waiver from Treasury that would permit the payments under this Agreement to be made to Xxxxx Executive if the determination is that the payment violates the Restrictions. Xxxxx Executive also agrees that, in the event that the Company is obligated to pay, or has previously paid, any amount to Xxxxx Executive that is determined by any applicable Government Agency to violate the terms of the Restrictions or as to which Treasury has not provided a waiver in response to the Company’s request, then (i) in the case of any unpaid obligation, the Company shall cease to have an obligation to pay such amounts to Xxxxx Executive and (ii) in the case of previously paid amounts, to the extent required by the applicable Government Agency, Xxxxx Executive shall be required to repay the gross amount of any such compensation to the Company within ten (10) business days of receiving written demand from the Company, or such shorter time period as may be required by such Government Agency or under the Restrictions.

Waiver and CPP Compliance/Recovery. Notwithstanding anything to the contrary in this Agreement or in any other agreement, plan, program or arrangement of the Company, Xxxxx Executive agrees that he she shall not be entitled to receive any payments from the Company amount of compensation that would conflict with the terms of the Waiver or Waiver, the SEO Consent Agreement or would otherwise violate the CPP Rules or any other compensation rules applicable to the Company (collectively, the “Restrictions”). The preliminary determination of whether any compensation paid or to be paid to Executive conflicts with or violates the Restrictions shall be made by the Compensation and Benefits Committee of the Board (the “Committee”) in its good faith judgment with the advice of counsel. In the event of a (i) preliminary determination by the Committee or (ii) determination by the Company’s primary federal banking regulator, the U.S. US Department of the Treasury (“Treasury”), the U.S. US Internal Revenue Service or any other applicable federal government agency or body (each a “Government Agency”) that any payments made compensation paid or to be made paid to Xxxxx Executive would conflict with or violate the Restrictions, the Company agrees to provide notice of such determination to Xxxxx Executive within two (2) business days of the determination and to take reasonable steps to promptly request approval from the applicable Government Agency to make such payments to Xxxxx Executive under this Agreement in accordance with the Restrictions and/or to seek a waiver from Treasury that would permit the payments under this Agreement to be made to Xxxxx Executive if the determination is that the payment under the Agreement violates the Restrictions. Xxxxx Subject to the Company’s obligations set forth in the next sentence, Executive also agrees that, in the event that the Company is obligated to pay, or has previously paid, any amount to Xxxxx Executive that is determined by any applicable Government Agency to violate the terms of the Restrictions or as to which Treasury has not provided a waiver in response to the Company’s request, then (ia) in the case of any unpaid obligation, the Company shall cease to have an obligation to pay such amounts to Xxxxx Executive on the dates set forth in Section 3 and (iib) in the case of previously paid amounts, to the extent required by the applicable Government Agency, Xxxxx Executive shall be required to repay the gross amount of any such compensation to the Company within ten (10) business days of receiving written demand from the Company, or such shorter time period as may be required by such Government Agency or under the Restrictions. Subject to compliance with the Restrictions, the Company agrees that in the event any amounts to be paid to Executive under this Agreement pursuant to Section 3 have not been fully paid to Executive (or have had to be repaid by Executive to the Company) because of this Section 8, and as Executive explicitly agrees under such circumstances to continue to fulfill her obligations under this Agreement, including, but not limited to, pursuant to Sections 4, 5 and 10, the Company agrees that on the earlier of the date that (y) the Restrictions do not prohibit such payment to Executive or (z) the Company no longer has any obligation under TARP outstanding, the Company shall pay Executive in a lump sum any unpaid amounts; provided, however, that the Parties agree that any payments that are delayed beyond the timing specified in Section 3 are intended to be made in compliance with Treasury Regulation Section 1.409A-2(b)(7)(ii) so as to avoid the imposition of an additional tax under Section 409A of the Code.

Waiver and CPP Compliance/Recovery. Notwithstanding anything to the contrary in this Agreement or in any other agreement, plan, program or arrangement of the Company, Xxxxx Executive agrees that he shall not be entitled to receive any payments from the Company amount of compensation that would conflict with the terms of the Waiver or Waiver, the SEO Consent Agreement or would otherwise violate the CPP Rules or any other compensation rules applicable to the Company (collectively, the “Restrictions”). The preliminary determination of whether any compensation paid or to be paid to Executive conflicts with or violates the Restrictions shall be made by the Compensation and Benefits Committee of the Board (the “Committee”) in its good faith judgment with the advice of counsel. In the event of a (i) preliminary determination by the Committee or (ii) determination by the Company’s primary federal banking regulator, the U.S. US Department of the Treasury (“Treasury”), the U.S. US Internal Revenue Service or any other applicable federal government agency or body (each a “Government Agency”) that any payments made compensation paid or to be made paid to Xxxxx Executive would conflict with or violate the Restrictions, the Company agrees to provide notice of such determination to Xxxxx Executive within two (2) business days of the determination and to take reasonable steps to promptly request approval from the applicable Government Agency to make such payments to Xxxxx Executive under this Agreement in accordance with the Restrictions and/or to seek a waiver from Treasury that would permit the payments under this Agreement to be made to Xxxxx Executive if the determination is that the payment under the Agreement violates the Restrictions. Xxxxx Subject to the Company’s obligations set forth in the next sentence, Executive also agrees that, in the event that the Company is obligated to pay, or has previously paid, any amount to Xxxxx Executive that is determined by any applicable Government Agency to violate the terms of the Restrictions or as to which Treasury has not provided a waiver in response to the Company’s request, then (ia) in the case of any unpaid obligation, the Company shall cease to have an obligation to pay such amounts to Xxxxx Executive on the dates set forth in Section 3 and (iib) in the case of previously paid amounts, to the extent required by the applicable Government Agency, Xxxxx Executive shall be required to repay the gross amount of any such compensation to the Company within ten (10) business days of receiving written demand from the Company, or such shorter time period as may be required by such Government Agency or under the Restrictions. Subject to compliance with the Restrictions, the Company agrees that in the event any amounts to be paid to Executive under this Agreement pursuant to Section 3 have not been fully paid to Executive (or have had to be repaid by Executive to the Company) because of this Section 8, and as Executive explicitly agrees under such circumstances to continue to fulfill his obligations under this Agreement, including, but not limited to, pursuant to Sections 4, 5 and 10, the Company agrees that on the earlier of the date that (y) the Restrictions do not prohibit such payment to Executive or (z) the Company no longer has any obligation under TARP outstanding, the Company shall pay Executive in a lump sum any unpaid amounts; provided, however, that the Parties agree that any payments that are delayed beyond the timing specified in Section 3 are intended to be made in compliance with Treasury Regulation Section 1.409A-2(b)(7)(ii) so as to avoid the imposition of an additional tax under Section 409A of the Code.