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
2
(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, THE EXECUTIVE MUST FIRST PROVIDE WRITTEN NOTICE TO THE BANK WITHIN
NINETY (90) DAYS OF THE INITIAL EXISTENCE OF GOOD REASON DESCRIBING THE
EXISTENCE OF SUCH GOOD REASON, AND THE BANK SHALL THEREAFTER HAVE THE RIGHT TO
REMEDY THE GOOD REASON WITHIN THIRTY (30) DAYS OF THE BANK'S RECEIPT OF SUCH
WRITTEN NOTICE. IF THE BANK REMEDIES THE CONDITION WITHIN SUCH THIRTY (30) DAY
CURE PERIOD, THEN NO GOOD REASON SHALL BE DEEMED TO EXIST WITH RESPECT TO SUCH
CONDITION. IF THE BANK DOES NOT REMEDY THE CONDITION WITHIN SUCH THIRTY (30) DAY
CURE PERIOD, THEN THE EXECUTIVE MAY DELIVER A NOTICE OF TERMINATION FOR GOOD
REASON AT ANY TIME WITHIN SIXTY (60) DAYS FOLLOWING THE EXPIRATION OF SUCH CURE
PERIOD.
(B)
NON-COVERED TERMINATION. FOR THE AVOIDANCE
OF DOUBT, NONE OF THE FOLLOWING EVENTS SHALL RESULT IN ANY PAYMENT TO THE
EXECUTIVE FOR A COVERED TERMINATION UNDER SECTION 3(A):
(I)
A TERMINATION OF EMPLOYMENT BY THE
EXECUTIVE WITHOUT GOOD REASON;
(II)
A TERMINATION OF EMPLOYMENT FOR CAUSE BY THE
BANK OR ITS SUCCESSOR IN A REORGANIZATION;
(III)
A TERMINATION OF EMPLOYMENT WITHOUT CAUSE THAT
DOES NOT OCCUR WITHIN THE COVERED TERMINATION PERIOD; OR
(IV)
A TERMINATION OF EMPLOYMENT DUE TO DEATH,
DISABILITY (WITHIN THE MEANING