SPECIFIC TERMINATION PROVISION IN THIS
AGREEMENT RELIED UPON AND SHALL SET FORTH IN REASONABLE DETAIL THE FACTS AND
CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION OF EXECUTIVE'S
EMPLOYMENT UNDER THE PROVISION SO INDICATED.
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(B)
"DATE OF TERMINATION" SHALL MEAN (A) IF EXECUTIVE'S EMPLOYMENT IS
TERMINATED FOR DISABILITY, THIRTY (30) DAYS AFTER A NOTICE OF TERMINATION IS
GIVEN (PROVIDED THAT HE SHALL NOT HAVE RETURNED TO THE PERFORMANCE OF HIS DUTIES
ON A FULL-TIME BASIS DURING SUCH THIRTY (30) DAY PERIOD), AND (B) IF HIS
EMPLOYMENT IS TERMINATED FOR ANY OTHER REASON, THE DATE SPECIFIED IN THE NOTICE
OF TERMINATION.
(C)
IF THE PARTY RECEIVING A NOTICE OF TERMINATION DESIRES TO DISPUTE OR
CONTEST THE BASIS OR REASONS FOR TERMINATION, THE PARTY RECEIVING THE NOTICE OF
TERMINATION MUST NOTIFY THE OTHER PARTY WITHIN THIRTY (30) DAYS AFTER RECEIVING
THE NOTICE OF TERMINATION THAT SUCH A DISPUTE EXISTS, AND SHALL PURSUE THE
RESOLUTION OF SUCH DISPUTE IN GOOD FAITH AND WITH REASONABLE DILIGENCE PURSUANT
TO SECTION 19 OF THIS AGREEMENT.
DURING THE PENDENCY OF ANY SUCH DISPUTE, THE
BANK SHALL NOT BE OBLIGATED TO PAY EXECUTIVE COMPENSATION OR OTHER PAYMENTS
BEYOND THE DATE OF TERMINATION.
10.
SOURCE OF PAYMENTS.
ALL PAYMENTS PROVIDED IN THIS AGREEMENT SHALL BE TIMELY PAID IN CASH OR CHECK
FROM THE GENERAL FUNDS OF THE BANK.
11.
EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.
This Agreement contains the entire understanding between the parties hereto
and supersedes any prior employment agreement between the Bank or any
predecessor of the Bank and Executive.
No provision of this Agreement shall be
interpreted to mean that Executive is subject to receiving fewer benefits than
those available to him without reference to this Agreement.
12.
NO ATTACHMENT; BINDING ON SUCCESSORS.
(A)
EXCEPT AS REQUIRED BY LAW OR AS OTHERWISE PROVIDED IN THIS AGREEMENT,
NO RIGHT TO RECEIVE PAYMENTS UNDER THIS AGREEMENT SHALL BE SUBJECT TO
ANTICIPATION, COMMUTATION, ALIENATION, SALE, ASSIGNMENT, ENCUMBRANCE, CHARGE,
PLEDGE, OR HYPOTHECATION, OR TO EXECUTION, ATTACHMENT, LEVY, OR SIMILAR PROCESS
OR ASSIGNMENT BY OPERATION OF LAW, AND ANY ATTEMPT, VOLUNTARY OR INVOLUNTARY, TO
EFFECT ANY SUCH ACTION SHALL BE NULL, VOID, AND OF NO EFFECT.
(B)
THIS AGREEMENT SHALL BE BINDING UPON, AND INURE TO THE BENEFIT OF,
EXECUTIVE AND THE BANK AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
13.
MODIFICATION AND WAIVER.
(A)
THIS AGREEMENT MAY NOT BE MODIFIED OR AMENDED EXCEPT BY AN INSTRUMENT
IN WRITING SIGNED BY THE PARTIES HERETO.
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(B)
NO TERM OR CONDITION OF THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN
WAIVED, NOR SHALL THERE BE ANY ESTOPPEL AGAINST THE ENFORCEMENT OF ANY PROVISION
OF THIS AGREEMENT, EXCEPT BY WRITTEN INSTRUMENT OF THE PARTY CHARGED WITH SUCH
WAIVER OR ESTOPPEL.
NO SUCH WRITTEN WAIVER SHALL BE DEEMED A CONTINUING WAIVER
UNLESS SPECIFICALLY STATED THEREIN, AND EACH SUCH WAIVER SHALL OPERATE ONLY AS
TO THE SPECIFIC TERM OR CONDITION WAIVED AND SHALL NOT CONSTITUTE A WAIVER OF
SUCH TERM OR CONDITION FOR THE FUTURE