THE BANK
WILL PROVIDE THE EXECUTIVE WITH WRITTEN NOTICE PROMPTLY AFTER IT HAS KNOWLEDGE
THEREOF.
4.
NO MITIGATION. THE EXECUTIVE SHALL NOT
BE REQUIRED TO SEEK OTHER EMPLOYMENT, NOR SHALL ANY PAYMENT MADE UNDER THIS
AGREEMENT BE REDUCED BY ANY COMPENSATION RECEIVED FROM OTHER EMPLOYMENT.
5.
SUCCESSOR TO THE BANK.
(A)
THIS AGREEMENT IS BINDING UPON THE
SUCCESSORS AND ASSIGNS OF THE BANK. THE BANK AND ITS SUCCESSORS AND ASSIGNS WILL
REQUIRE ANY SUCCESSOR OR ASSIGN (WHETHER DIRECT OR INDIRECT, IN A
REORGANIZATION, BY OPERATION OF LAW, OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL
OF THE BUSINESS AND/OR ASSETS OF THE BANK, TO ENTER INTO A WRITTEN AGREEMENT IN
FORM AND SUBSTANCE SATISFACTORY TO THE EXECUTIVE, EXPRESSLY, ABSOLUTELY AND
UNCONDITIONALLY TO ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER
AND TO THE SAME EXTENT THAT THE BANK WOULD BE REQUIRED TO PERFORM IT IF NO SUCH
SUCCESSION OR ASSIGNMENT HAD TAKEN PLACE. IN THE EVENT OF A COVERED TERMINATION,
THE BANK AGREES THAT IT SHALL PAY OR SHALL CAUSE SUCH EMPLOYER TO PAY ANY
AMOUNTS OWED TO THE EXECUTIVE PURSUANT TO SECTION 3 HEREOF.
4
As used in this Agreement, "Bank" shall mean the Bank as defined herein and any
successor or assign to its business and/or assets as aforesaid which executes
and delivers the agreement provided for in this Section 5 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law. If at any time during the term of this Agreement the Executive is employed
by any corporation a majority of the voting securities of which is then owned by
the Bank, the term "Bank" shall include such employer. Whether or not another
entity becomes the successor or assign of the Bank under this Agreement, the
maximum amount which the Executive may receive from all sources under this
Agreement in a Covered Termination shall be the amounts set forth in Section 3
hereof.
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF
AND BE ENFORCEABLE BY THE EXECUTIVE'S PERSONAL AND LEGAL REPRESENTATIVES,
EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, AND LEGATEES. IF THE
EXECUTIVE SHOULD DIE WHILE ANY AMOUNTS ARE STILL PAYABLE TO HIM HEREUNDER, ALL
SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE PAID IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT TO THE BENEFICIARY DESIGNATED BY NOTICE IN WRITING
EXECUTED BY THE EXECUTIVE AND FILED WITH THE BANK, OR FAILING SUCH DESIGNATION,
TO THE EXECUTIVE'S ESTATE.
6.
EMPLOYMENT RIGHTS. THIS AGREEMENT SHALL
NOT CONFER UPON THE EXECUTIVE ANY RIGHT TO CONTINUE IN THE EMPLOY OF THE BANK
AND SHALL NOT IN ANY WAY AFFECT THE RIGHT OF THE BANK TO DISMISS OR OTHERWISE
TERMINATE THE EXECUTIVE'S EMPLOYMENT AT ANY TIME AND FOR ANY REASON WITH OR
WITHOUT CAUSE. THIS AGREEMENT IS NOT INTENDED (A) TO BE AN EMPLOYMENT AGREEMENT
OR (B) TO DEFINE ALL ASPECTS OF THE EMPLOYMENT RELATIONSHIP BETWEEN THE BANK AND
THE EXECUTIVE, INCLUDING BUT NOT LIMITED TO APPLICABLE EMPLOYMENT OR BENEFIT
POLICIES OF THE