Bank Regulated Subsidiary Event. A Bank Regulated Subsidiary Event shall occur, or ​ Bank or any other Material Bank Regulated Subsidiary shall fail at any time to be “adequately capitalized” in accordance with applicable federal or state laws; or

Permit any Equity Interest in any Material Bank Regulated Subsidiary to be held, directly or indirectly, by any Person other than the Company, other than as a result of a directive from any regulatory Governmental Authority, the compliance by the Company and such Material Bank Regulated Subsidiary with which does not result in # such Material Bank Regulated Subsidiary ceasing to be a Subsidiary of the Company or # a Bank Regulated Subsidiary Event.

“Bank Regulated Subsidiary” means # any Regulated Bank or # any Subsidiary of a Regulated Bank all of the common stock of which is owned by such Regulated Bank.

“Material Bank Regulated Subsidiary” means # ​ Bank and # any other Bank Regulated Subsidiary that is a Material Subsidiary.

as soon as available, but in any event within the period within which ​ Bank and any other Regulated Bank that is a Material Bank Regulated Subsidiary is required to deliver its quarterly call report with the FDIC after the end of each of the first three fiscal quarters of each fiscal year of ​ Bank and any other Regulated Bank that is a Material Bank Regulated Subsidiary, its call report and related schedules, all certified by its chief executive officer, chief financial officer, treasurer or controller as having been prepared in accordance with FDIC requirements; and

Regulated Activities. The Company shall not itself, nor shall it cause, permit or allow the Bank or any other of its Subsidiaries to # engage in any business or activity not permitted by all applicable laws and regulations, except where such business or activity would not reasonably be expected to have a Material Adverse Effect on the Company, or # make any loan or advance secured by the capital stock of another bank or depository institution, or acquire the capital stock, assets or obligations of or any interest in another bank or depository institution, in each case other than in accordance with applicable laws and regulations and safe and sound banking practices.

Subsidiary Change in Control Event. In the event that a Subsidiary Change in Control Event occurs with respect to a Participant employed by the affected Subsidiary, distribution shall be made in connection therewith under the same rules provided in the Plan with respect to termination of employment or separation from service, except that no six-month delay shall be required by reason of [Article VIII].

Liens on any property or assets of the Company or any Subsidiary in favor of a Bank Regulated Subsidiary securing obligations between such Bank Regulated Subsidiary and the Company or any Subsidiary not exceeding in the aggregate # $40,000,000 in 2016 and # in each fiscal year thereafter, the amount which is ten percent (10%) in excess of the aggregate principal amount permitted in the prior fiscal year;

“Operating Indebtedness” means, as of any date of determination, all unsecured Indebtedness incurred in the ordinary course of the banking operations of any Bank Regulated Subsidiary which is includable as a liability on the consolidated balance sheet of such Bank Regulated Subsidiary and its consolidated subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

“Regulated Bank” means # ​ Bank or # any direct or indirect insured depository institution Subsidiary of the Company that is regulated by foreign, federal or state banking regulators, including, without limitation, the OCC, the Utah Department of Financial Institutions, the FDIC or the Federal Reserve.