THE PARTIES
UNDER THIS AGREEMENT.
5.
SURVIVAL.
CERTAIN OF THE PROVISIONS OF
THIS AGREEMENT SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR ANY REASON.
THOSE PROVISIONS INCLUDE, BUT ARE NOT LIMITED TO SECTIONS D.11, E, F AND H.
6.
ASSIGNMENT.
THIS AGREEMENT IS PERSONAL
IN ITS NATURE AND NEITHER OF THE PARTIES HERETO SHALL, WITHOUT THE CONSENT OF
THE OTHER, ASSIGN OR TRANSFER THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS
HEREUNDER; PROVIDED THAT, IN THE EVENT OF A MERGER, CONSOLIDATION, TRANSFER OR
SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF TRINITY WITH OR TO ANY OTHER
INDIVIDUAL OR ENTITY OR ANY SIMILAR EVENT, TRINITY MAY, SUBJECT TO THE
PROVISIONS HEREOF, ASSIGN OR TRANSFER THIS AGREEMENT AND IT SHALL BE BINDING AND
INURE TO THE BENEFIT OF SUCH SUCCESSOR AND SUCH SUCCESSOR SHALL DISCHARGE AND
PERFORM ALL THE PROMISES, COVENANTS, DUTIES AND OBLIGATIONS OF TRINITY
HEREUNDER.
7.
AMENDMENT; WAIVER.
FAILURE TO INSIST
ON STRICT COMPLIANCE WITH ANY OF THE TERMS, COVENANTS OR CONDITIONS HEREOF,
SHALL NOT BE DEEMED A WAIVER OF SUCH TERM, COVENANT OR CONDITION, NOR SHALL ANY
WAIVER OR RELINQUISHMENT OF, OR FAILURE TO INSIST UPON STRICT COMPLIANCE WITH,
ANY RIGHT OR POWER HEREUNDER AT ANY ONE OR MORE TIMES BE DEEMED A WAIVER OR
RELINQUISHMENT OF SUCH RIGHT OR POWER AT ANY OTHER TIME OR TIMES.
THIS
AGREEMENT SHALL NOT BE MODIFIED IN ANY RESPECT EXCEPT BY A WRITING EXECUTED BY
EACH PARTY HERETO.
8.
HEADINGS.
SECTION HEADINGS IN THE
AGREEMENT ARE INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
CONSTITUTE A PART OF THIS AGREEMENT FOR ANY OTHER PURPOSE.
9.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS (INCLUDING COUNTERPARTS DELIVERED BY FACSIMILE), EACH
OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
10.
COUNSEL; AMBIGUITY.
EACH PARTY ACKNOWLEDGES
THAT IT HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY COUNSEL IN CONNECTION WITH
THIS AGREEMENT.
ANY RULE OF LAW OR ANY LEGAL DECISION THAT WOULD REQUIRE
INTERPRETATION OF ANY CLAIMED AMBIGUITIES AGAINST THE PARTY THAT DRAFTED IT HAS
NO APPLICATION AND IS EXPRESSLY WAIVED.
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IN WITNESS WHEREOF, TRINITY HAS CAUSED THIS AGREEMENT TO BE EXECUTED BY ITS DULY
AUTHORIZED OFFICER AND STEVE W. WELLS HAS HEREUNTO SIGNED THIS AGREEMENT ON THE
DATE FIRST ABOVE WRITTEN.
STEVE W. WELLS
TRINITY CAPITAL CORPORATION
/s/ Steve W. Wells
/s/ Robert P. Worcester
Steve W. Wells
By:
Robert P. Worcester
Its:
Compensation Committee Chair
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