PURSUANT TO THIS AGREEMENT, OR OTHERWISE, ARE SUBJECT TO AND
CONDITIONED UPON THEIR COMPLIANCE WITH 12 U.S.C. § 1818(K) AND ANY APPLICABLE
REGULATIONS PROMULGATED THEREUNDER.
IN ADDITION, TO THE EXTENT REQUIRED BY
APPLICABLE LAW, REGULATION, REGULATORY POLICY OR OTHER REGULATORY REQUIREMENT,
THE AGGREGATE AMOUNT AND/OR VALUE OF THE COMPENSATION PAID AS A RESULT OF ANY
TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH EMPLOYER, REGARDLESS OF THE REASON
FOR ANY SUCH TERMINATION OF EMPLOYMENT, SHALL NOT EXCEED THE LIMIT PRESCRIBED BY
SUCH APPLICABLE LAW, REGULATION, REGULATORY POLICY OR OTHER REGULATORY
REQUIREMENT.
4.15
OPTION TO SERVE AS CONSULTANT.
DURING THE TERM OF EMPLOYMENT AND IN LIEU
OF A TERMINATION UNDER SECTIONS 4.5, 4.6 OR 4.7, THE PARTIES MAY MUTUALLY AGREE
THAT EXECUTIVE'S POSITION UNDER SECTION 1 AND HIS DUTIES, AS WELL AS THE TIME
AND EFFORT REQUIRED, UNDER SECTION 2 BE MODIFIED AND THE COMPENSATION SET FORTH
IN SECTION 3 BE ADJUSTED AS SET FORTH IN THIS SECTION 4.15 AND, IN SUCH EVENT,
EXECUTIVE SHALL CONTINUE IN THE EMPLOY OF EMPLOYER UNDER THE SAME TERMS AND
CONDITIONS, INCLUDING BUT NOT LIMITED TO BENEFITS UNDER SECTIONS 3.3 THROUGH
3.7, AS IS SET FORTH IN THIS AGREEMENT EXCEPT AS SPECIFICALLY MODIFIED BY THIS
SECTION 4.15.
(A)
POSITION AND DUTIES.
EXECUTIVE SHALL SERVE AS A CONSULTANT TO
16
EMPLOYER AND SHALL RENDER SUCH SERVICES OF AN ADVISORY OR CONSULTATIVE NATURE AS
EMPLOYER MAY REASONABLY REQUIRE OF HIM FROM TIME TO TIME AND HE SHALL ASSIST
EMPLOYER IN ITS RELATIONS WITH ITS EMPLOYEES AND CUSTOMERS, SUCH THAT EMPLOYER
SHALL HAVE THE BENEFIT OF EXECUTIVE'S EXPERIENCE AND KNOWLEDGE OF EMPLOYER'S
BUSINESS AND OPERATIONS, HIS REPUTATION AND CONTACTS IN THE INDUSTRY GENERALLY
AS WELL AS EMPLOYERS' MARKET AREA AND HIS GENERAL BUSINESS EXPERIENCE. IN THE
EVENT THAT EXECUTIVE WAS SERVING AS A DIRECTOR AS REFERENCED IN SECTION 1, THERE
SHALL BE NO AFFIRMATIVE OBLIGATION ON THE PART OF EXECUTIVE TO SERVE OR CONTINUE
TO SERVE AS SUCH AND SERVICE AS A DIRECTOR SHALL BE IN ACCORDANCE WITH THE
MUTUAL AGREEMENT OF EXECUTIVE AND EMPLOYER.
(B) TIME AND EFFORT.
EXECUTIVE SHALL PERFORM SUCH SERVICES AT A LEVEL OF AT
LEAST FIFTY PERCENT (50%) OF THE SERVICES THAT EXECUTIVE PERFORMED OVER THE 36
MONTH PERIOD OCCURRING IMMEDIATELY PRIOR TO THE IMPLEMENTATION OF THIS
SECTION 4.15.
(C) COMPENSATION.
UPON IMPLEMENTATION OF THIS SECTION 4.15, EXECUTIVE SHALL
RECEIVE, IN EQUAL INSTALLMENTS IN ACCORDANCE WITH THE CUSTOMARY PAYROLL
PRACTICES OF EMPLOYER, COMPENSATION, IN LIEU OF THE COMPENSATION SET FORTH IN
SECTIONS 3.1 AND 3.2, IN AN AMOUNT EQUAL, ON A PER ANNUM BASIS, TO FIFTY PERCENT
(50%) OF EXECUTIVE'S HIGHEST ANNUAL COMPENSATION AS DETERMINED AS OF THE DAY
IMMEDIATELY PRIOR TO THE IMPLEMENTATION OF THIS SECTION 4.15 AND SUCH AMOUNT
SHALL CONSTITUTE EXECUTIVE'S BASE SALARY AMOUNT FOR ALL PURPOSES OF THIS
AGREEMENT.
5. CONFIDENTIALITY/NON-COMPETITION/NON-SOLICITATION/INTELLECTUAL PROPERTY.
5.1
CONFIDENTIALITY.
EXECUTIVE SHALL NOT, DURING THE
EMPLOYMENT TERM OR ANYTIME THEREAFTER, MAKE USE OF OR DISCLOSE ANY CONFIDENTIAL
INFORMATION TO ANY PERSON OR ENTITY (INCLUDING, BUT NOT LIMITED TO ANY BANK,
TRUST COMPANY, CREDIT UNION, CORPORATION, FIRM, UNINCORPORATED