(THE "FINANCE
AGENCY") PURSUANT TO 12 U.S.C. 1422B(A)(2) OR REGULATIONS PROMULGATED
THEREUNDER, ANY SUCCESSOR OR SIMILAR STATUTE TO 12 U.S.C. 1422B(A)(2) OR
REGULATIONS PROMULGATED THEREUNDER.
(C)
"COVERED TERMINATION" SHALL HAVE THE MEANING
SET FORTH IN SECTION 2(A).
(D)
"COVERED TERMINATION PERIOD" MEANS THE PERIOD
COMMENCING WITH THE EXECUTION BY THE BANK OF A REORGANIZATION AGREEMENT, AND
ENDING ON THE EARLIER OF (I) TWELVE (12) MONTHS AFTER THE EFFECTIVE DATE OF THE
RELATED REORGANIZATION OR (II) THE DATE THE BANK FORMALLY WITHDRAWS FROM THE
RELATED REORGANIZATION.
(E)
"GOOD REASON" SHALL MEAN THE OCCURRENCE OF
ANY OF THE FOLLOWING EVENTS DURING THE COVERED TERMINATION PERIOD:
(I) (A)
A MATERIAL DIMINUTION IN THE EXECUTIVE'S BASE COMPENSATION AS IN
EFFECT IMMEDIATELY PRIOR TO THE BEGINNING OF THE PERIOD OR AS THE SAME MAY BE
INCREASED FROM TIME TO TIME THEREAFTER OR (B) A MATERIAL DIMINUTION IN THE
EXECUTIVE'S AUTHORITY, DUTIES OR RESPONSIBILITIES AS IN EFFECT IMMEDIATELY PRIOR
TO THE BEGINNING OF THE PERIOD;
(II)
ANY MATERIAL BREACH OF THIS AGREEMENT BY
THE BANK; OR
(III)
ANY CHANGE IN THE GEOGRAPHIC LOCATION OF THE
BANK OR ANY SUCCESSOR ENTITY TO THE BANK BY MORE THAN FIFTY (50) MILES.
(F)
"REORGANIZATION" OF THE BANK SHALL MEAN
THE OCCURRENCE AT ANY TIME OF ANY OF THE FOLLOWING EVENTS:
(I)
THE BANK IS MERGED OR CONSOLIDATED WITH
OR REORGANIZED INTO OR WITH ANOTHER BANK OR OTHER ENTITY AND THE BANK IS NOT THE
SURVIVING ENTITY;
(II)
THE BANK SELLS OR TRANSFERS ALL, OR
SUBSTANTIALLY ALL OF ITS BUSINESS AND/OR ASSETS TO ANOTHER ENTITY; OR
(III)
THE LIQUIDATION OR DISSOLUTION OF THE BANK;
provided, that the term "Reorganization" shall include any Reorganization that
is mandated by federal statute, rule, regulation or directive and shall exclude
any Reorganization that is the result of Finance Agency supervisory guidance or
enforcement action taken pursuant to 12 C.F.R. Part 908 or any successor
regulation thereto.
(G)
"REORGANIZATION AGREEMENT" MEANS A DEFINITIVE
AGREEMENT, THE FULL PERFORMANCE OF WHICH WOULD RESULT IN A REORGANIZATION OF THE
BANK.
(H)
"RELEASE AGREEMENT" SHALL MEAN THE BANK'S
STANDARD RELEASE OF CLAIMS AGREEMENT EXECUTED BY THE BANK AND THE EXECUTIVE
UNDER WHICH THE EXECUTIVE RELEASES THE BANK FROM ANY AND ALL CLAIMS BASED ON
LOSSES, DAMAGES, LIABILITIES, ACTIONS, SUITS, COSTS, EXPENSES, DISBURSEMENTS,
TAXES AND PENALTIES OF ANY KIND AND NATURE WHATSOEVER ARISING DUE TO THE
EXECUTIVE'S EMPLOYMENT WITH THE BANK.
(I)
"TERMINATION OF EMPLOYMENT" SHALL MEAN
MEANS THE SEVERING OF EMPLOYMENT WITH THE BANK, VOLUNTARILY OR INVOLUNTARILY,
FOR ANY REASON WHATSOEVER, DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF
INTERNAL REVENUE CODE SECTION 409A.
2.
COVERED TERMINATION.
(A)
COVERED TERMINATION.
FOR PURPOSES OF THIS
AGREEMENT, A "COVERED TERMINATION" MEANS A TERMINATION OF EMPLOYMENT DURING THE
COVERED TERMINATION PERIOD:
(I)
BY THE EXECUTIVE FOR A GOOD REASON THAT
IS NOT REMEDIED WITHIN THE CURE PERIODS DESCRIBED IN THIS SECTION 2(A); OR
(II)
BY THE BANK, OR BY ITS SUCCESSOR IN A
REORGANIZATION, WITHOUT CAUSE;
PROVIDED, THAT IN THE CASE OF A TERMINATION OF EMPLOYMENT BY THE EXECUTIVE FOR
GOOD REASON,