28, PROVIDED THAT PAYMENTS SO MADE TO THE EXECUTIVE DURING
SUCH PERIOD SHALL BE REDUCED BY THE SUM OF THE AMOUNTS, IF ANY, PAYABLE TO THE
EXECUTIVE UNDER ANY DISABILITY BENEFIT PLANS OF THE BANK THAT WERE NOT
PREVIOUSLY APPLIED TO REDUCE SUCH PAYMENT.
Executive acknowledges that all memoranda, notes, records, reports, manuals,
books, papers, letters, client and customer lists, contracts, software programs,
information and records, drafts of instructions, guides and manuals, and other
documentation (whether in draft or final form), and other sales or financial
information and aids relating to the Bank's business, and any and all other
documents
7
containing Propriety Information furnished to the Executive by any
representative of the Bank or otherwise acquired or developed by the Executive
in connection with his duties under this Agreement (collectively, the "Recipient
Materials") shall at all times be the property of the Bank.
Within three
calendar days of the termination of this Agreement, the Executive shall return
to the Bank, all Recipient Materials (including all Proprietary Information)
that is in his possession, custody or control.
25.
THE PROVISIONS OF PARAGRAPHS 12-24, 27, 34 AND 36 SHALL SURVIVE
THE TERMINATION OF THIS AGREEMENT.
F.
SEVERABILITY
26.
IF ANY TERM OR OTHER PROVISION OF THIS AGREEMENT IS HELD TO BE
ILLEGAL, INVALID OR UNENFORCEABLE BY ANY RULE OF LAW OR PUBLIC POLICY:
(A) SUCH
TERM OR PROVISION SHALL BE FULLY SEVERABLE AND THIS AGREEMENT SHALL BE CONSTRUED
AND ENFORCED AS IF SUCH ILLEGAL, INVALID OR UNENFORCEABLE PROVISION WERE NOT A
PART HEREOF; (B) THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL REMAIN IN FULL
FORCE AND EFFECT AND SHALL NOT BE AFFECTED BY SUCH ILLEGAL, INVALID OR
UNENFORCEABLE PROVISION OR BY ITS SEVERANCE FROM THIS AGREEMENT; AND (C) THERE
SHALL BE ADDED AUTOMATICALLY AS A PART OF THIS AGREEMENT A PROVISION AS SIMILAR
IN TERMS TO SUCH ILLEGAL, INVALID OR UNENFORCEABLE PROVISION AS MAY BE POSSIBLE
AND STILL BE LEGAL, VALID AND ENFORCEABLE.
IF ANY PROVISION OF THIS AGREEMENT
IS SO BROAD AS TO BE UNENFORCEABLE, THE PROVISION SHALL BE INTERPRETED TO BE
ONLY AS BROAD AS IS ENFORCEABLE.
G.
WAIVER
27.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FAILURE OF EITHER PARTY
TO ENFORCE ANY PROVISION OF THIS AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF THAT
PARTICULAR PROVISION, OR OF ANY OTHER PROVISIONS OF THIS AGREEMENT.
H.
SUCCESSORS AND ASSIGNS
28.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT MAY BE
ASSIGNED BY THE BANK TO ANY SUCCESSOR-IN-INTEREST AND SHALL INURE TO THE BENEFIT
OF, AND BE FULLY ENFORCEABLE BY, ANY SUCCESSOR AND/OR ASSIGNEE; AND THIS
AGREEMENT WILL BE FULLY BINDING UPON, AND MAY BE ENFORCED BY THE EXECUTIVE
AGAINST, ANY SUCCESSOR AND/OR ASSIGNEE OF THE BANK.
29.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HIS OBLIGATIONS, DUTIES
AND RESPONSIBILITIES UNDER THIS AGREEMENT ARE PERSONAL AND SHALL NOT BE
ASSIGNABLE, AND THAT THIS AGREEMENT SHALL BE ENFORCEABLE BY THE EXECUTIVE ONLY.
IN THE EVENT OF THE EXECUTIVE'S DEATH, THIS AGREEMENT SHALL BE ENFORCEABLE BY
THE EXECUTIVE'S ESTATE, EXECUTORS AND/OR LEGAL REPRESENTATIVES,