EXECUTIVE UNDER ANY SEVERANCE PLAN OR POLICY MAINTAINED BY THE
BANK DURING THE COVERED TERMINATION PERIOD.
(E)
THE EXECUTIVE ACKNOWLEDGES THAT THE BANK
WILL COMPLY WITH ANY APPLICABLE STATUTORY AND/OR REGULATORY REQUIREMENTS
RELATING TO THE PAYMENT OF THE AMOUNTS UNDER THIS SECTION 3.
SHOULD A
GOVERNMENTAL AUTHORITY, OR A COURT UPON APPLICATION BY A GOVERNMENTAL AUTHORITY,
HAVING JURISDICTION OVER THE MATTER DIRECT THAT ANY PORTION OR ALL OF THE
AMOUNTS PROVIDED IN THIS SECTION 3 MAY NOT BE PAID TO THE EXECUTIVE BY THE BANK,
THE EXECUTIVE AGREES THAT (I) HE WILL NOT BE ENTITLED TO PAYMENTS UNDER THIS
SECTION 3 TO THE EXTENT THAT SUCH PAYMENTS WOULD VIOLATE ANY STATUTORY AND/OR
REGULATORY REQUIREMENTS THAT APPLY TO THE BANK, AND (II) IF PREVIOUSLY PAID, HE
WILL RETURN TO THE BANK THE AMOUNT OF SUCH PAYMENT SPECIFIED IN SUCH ORDER,
WITHOUT ADJUSTMENT FOR INVESTMENT EARNINGS OR LOSSES, NET OF APPLICABLE TAXES
THE EXECUTIVE PAID ON SUCH PAYMENT.
SUCH REPAYMENT SHALL BE MADE TO THE BANK
WITHIN FIFTEEN (15) BUSINESS DAYS AFTER WRITTEN DEMAND BY THE BANK IS DELIVERED
TO THE EXECUTIVE.
IF ANY PROCEEDING IS COMMENCED IN WHICH THE LEGALITY OF ANY
OF THE PAYMENTS MADE OR TO BE MADE UNDER THIS AGREEMENT IS AT ISSUE, 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.
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