Common use of Complete Termination Clause in Contracts

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete termination, the Agreement shall cease to operate and the Bank shall pay the Executive his Account as if he had terminated service as of the effective date of the complete termination. Such complete termination of the Agreement shall occur only under the following circumstances and conditions. (A) The Bank may terminate the Agreement within 12 months of a corporate dissolution taxed under Code section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued under the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (B) The Bank may terminate the Agreement within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. (C) The Bank may terminate the Agreement provided that (i) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulations section 1.409A-l(c) if any individual; covered by this Agreement was also covered by any of those other arrangements are also terminated; (ii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iii) all payments are made within 24 months of the termination of the arrangements; and (iv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations section 1.409A-1(c) if the same individual participated in both arrangements, at any time within three years following the date of termination of the arrangement. (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete terminationtermination of the Plan, the Agreement Plan shall cease to operate and the Bank shall pay the out to Executive his Account benefits as if he Executive had terminated service employment as of the effective date of the complete termination. Such A complete termination of the Agreement Plan shall occur only under the following circumstances and conditions.: (Ai) The Bank Board of Directors may terminate the Agreement Plan within 12 months of a corporate dissolution taxed under Code section Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued under the Agreement are benefit is included in the Executive’s (or his Beneficiary’s) gross income (and paid to Executive or his Beneficiary) in the latest of (i) the calendar year in which the Agreement Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (Bii) The Bank Board of Directors may terminate the Agreement Plan by Board of Directors action taken within the 30 days preceding a Change in Control (but not or 12 months following a Change in Control), provided that the Agreement Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred payable under the terminated arrangements within 12 months of the date of the termination of the arrangements. (Ciii) The Bank Board of Directors may terminate the Agreement Plan at any time provided that (i) the termination does not occur proximate to a downturn in the financial health of the Bank, (ii) all arrangements sponsored by the Bank that would be aggregated with this Agreement Plan under Treasury Regulations section 1.409A-l(cSection 1.409A-1(c) if any individual; covered by this Agreement Executive was also covered by any of those other arrangements are also terminated; (iiiii) no payments other than payments that would be payable under the terms of the arrangement arrangements if the termination had not occurred are made within 12 months of the termination of the arrangementarrangement (e.g., Executive’s benefit); (iiiiv) all payments are made within 24 months of the termination of the arrangements; and (ivv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations section Section 1.409A-1(c) if the same individual Executive participated in both arrangements, at any time within three years following the date of termination of the arrangement. (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete termination, the Agreement shall cease to operate and the Bank shall pay the Executive his Account any benefits owed hereunder as if he had terminated service a cash lump sum as of the effective date of the complete termination. Such complete termination of the Agreement shall occur only under the following circumstances and conditions. (A) The Bank may terminate the Agreement within 12 months of a corporate dissolution taxed under Code section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued under the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (B) The Bank may terminate the Agreement within the 30 thirty (30) days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 twelve (12) months of the date of the termination of the arrangements. (C) The Bank may terminate the Agreement provided that (i) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Proposed Treasury Regulations regulations section 1.409A-l(c1.409A-1(c) if any individual; covered by this Agreement was also covered by any of those other arrangements are also terminated; (ii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 twelve (12) months of the termination of the arrangement; (iii) all payments are made within 24 twenty-four (24) months of the termination of the arrangements; and (iv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Proposed Treasury Regulations regulations section 1.409A-1(c) if the same individual participated in both arrangements, at any time within three five years following the date of termination of the arrangement. (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete terminationtermination of the Plan, the Agreement Plan shall cease to operate and the Bank shall pay the out to Executive his Account benefits as if he Executive had terminated service employment as of the effective date of the complete termination. Such A complete termination of the Agreement Plan shall occur only under the following circumstances and conditions.: (Ai) The Bank Board of Directors may terminate the Agreement Plan within 12 months of a corporate dissolution taxed under Code section Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued under the Agreement are benefit is included in the Executive’s (or his Beneficiary’s) gross income (and paid to Executive or his Beneficiary) in the latest of (i) the calendar year in which the Agreement Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (Bii) The Bank Board of Directors may terminate the Agreement within the 30 days preceding a Change in Control (but not Plan by Board of Directors action taken months following a Change in Control), provided that the Agreement Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred payable under the terminated arrangements within 12 months of the date of the termination of the arrangements. (Ciii) The Bank Board of Directors may terminate the Agreement Plan at any time provided that (i) the termination does not occur proximate to a downturn in the financial health of the Bank, (ii) all arrangements sponsored by the Bank that would be aggregated with this Agreement Plan under Treasury Regulations section 1.409A-l(cSection 1.409A-1(c) if any individual; covered by this Agreement Executive was also covered by any of those other arrangements are also terminated; (iiiii) no payments other than payments that would be payable under the terms of the arrangement arrangements if the termination had not occurred are made within 12 months of the termination of the arrangementarrangement (e.g., Executive’s benefit); (iiiiv) all payments are made within 24 months of the termination of the arrangements; and (ivv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations section Section 1.409A-1(c) if the same individual Executive participated in both arrangements, at any time within three years following the date of termination of the arrangement. (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete termination, the Agreement shall cease to operate and the Bank shall pay the Executive his Account as if he had terminated service as of the effective date of the complete termination. Such complete termination of the Agreement shall occur only under the following circumstances and conditions. (A) The Bank may terminate the Agreement within 12 months of a corporate dissolution taxed under Code section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(Ass.503(b)(1)(A), provided that the amounts accrued under the Agreement are included in the Executive’s 's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (B) The Bank may terminate the Agreement within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. (C) The Bank may terminate the Agreement provided that (i) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulations section 1.409A-l(c) if any individual; covered by this Agreement was also covered by any of those other arrangements are also terminated; (ii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iii) all payments are made within 24 months of the termination of the arrangements; and (iv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations section 1.409A-1(c) if the same individual participated in both arrangements, at any time within three years following the date of termination of the arrangement. (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete termination, the Agreement shall cease to operate and the Bank shall pay the Executive his Account as if he had terminated service as of the effective date of the complete termination. Such complete termination of the Agreement shall occur only under the following circumstances and conditions. (A) The Bank may terminate the Agreement within 12 months of a corporate dissolution taxed under Code section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued under the Agreement are included in the Executive’s 's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (B) The Bank may terminate the Agreement within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. (C) The Bank may terminate the Agreement provided that (i) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulations section 1.409A-l(c1.409A-1(c) if any individual; covered by this Agreement was also covered by any of those other arrangements are also terminated; (ii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iii) all payments are made within 24 months of the termination of the arrangements; and (iv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations section 1.409A-1(c) if the same individual participated in both arrangements, at any time within three years following the date of termination of the arrangement. (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete terminationtermination of the Agreement, the Agreement shall will cease to operate and the Bank shall will pay out to the Executive his Account benefits as if he had terminated service as of the effective date of the complete terminationExecutive. Such A complete termination of the Agreement shall may occur only under the following circumstances and conditions.: (Ai) The Bank Board of Directors may terminate the Agreement within 12 months of a corporate dissolution taxed under Code section Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued under the Agreement are benefit is included in the Executive’s (or his Beneficiary’s) gross income (and paid to the Executive or his Beneficiary) in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (Bii) The Bank Board of Directors may terminate the Agreement by Board of Directors action taken within the 30 days preceding a Change in Control (but not or 12 months following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred payable under the terminated arrangements within 12 months of the date of the termination of the arrangements. (Ciii) The Bank Board of Directors may terminate the Agreement at any time provided that (i) the termination does not occur proximate to a downturn in the financial health of the Bank, (ii) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulations section 1.409A-l(cSection 1.409A-1(c) if any individual; covered by this Agreement the Executive was also covered by any of those other arrangements are also terminated; (iiiii) no payments other than payments that would be payable under the terms of the arrangement arrangements if the termination had not occurred are made within 12 months of the termination of the arrangementarrangement (e.g., the Executive’s benefit); (iiiiv) all payments are made within 24 months of the termination of the arrangements; and (ivv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations section Section 1.409A-1(c) if the same individual Executive participated in both arrangements, at any time within three years following the date of termination of the arrangement. (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete termination, the Agreement shall cease to operate and the Bank shall pay the Executive his Account as if he had terminated service as of the effective date of the complete termination. Such complete termination of the Agreement shall occur only under the following circumstances and conditions. (A) The Bank may terminate the Agreement within 12 months of a corporate dissolution taxed under Code section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued under the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (B) The Bank may terminate the Agreement within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. (C) The Bank may terminate the Agreement provided that (i) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulations section 1.409A-l(c1.409A-1(c) if any individual; covered by this Agreement was also covered by any of those other arrangements are also terminated; (ii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iii) all payments are made within 24 months of the termination of the arrangements; and (iv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations section 1.409A-1(c) if the same individual participated in both arrangements, at any time within three years following the date of termination of the arrangement. (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete terminationtermination of the Agreement, the Agreement shall cease to operate and the Bank shall pay out to the Executive his Account benefit as if he had terminated service as of the effective date of the complete terminationset forth below. Such complete termination of the Agreement shall occur only under the following circumstances and conditions.: (Aa) The Bank may terminate the Agreement within 12 twelve (12) months of a corporate dissolution taxed under Code section Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued deferred under the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (Bb) The Bank may terminate the Agreement within the 30 thirty (30) days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants executives under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 twelve (12) months of the date of the termination of the arrangements.. For these purposes, “Change in Control” shall be defined in accordance with the Treasury Regulations under Code Section 409A. (Cc) The Bank may terminate the Agreement provided that that: (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank; (ii) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulations section 1.409A-l(cSection 1.409A-1(c) if any individual; the Executive covered by this Agreement was also covered by any of those other arrangements are also terminated; (iiiii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 twelve (12) months of the termination of the arrangement; (iiiiv) all payments are made within 24 twenty-four (24) months of the termination of the arrangements; and (ivv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations section Section 1.409A-1(c) if the same individual Executive participated in both arrangements, at any time within three years following the date of termination of the arrangement. (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete terminationtermination of the Plan, the Agreement Plan shall cease to operate and the Bank shall pay the out to Executive his Account benefit as if he Executive had terminated service employment as of the effective date of the complete termination. Such complete termination of the Agreement Plan shall occur only under the following circumstances and conditions.: (Ai) The Bank Board may terminate the Agreement Plan within 12 months of a corporate dissolution taxed under Code section Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued deferred under the Agreement Plan (e.g., the Accrued Benefit) are included in the Executive’s gross income in the latest of (i) the calendar year in which the Agreement Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (Bii) The Bank Board may terminate the Agreement Plan by Board action occurring within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Agreement Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. Following the termination of the Plan, the amount payable to each Participant shall be the amount to which Executive is entitled upon a Change in Control, as set forth in Participant’s Joinder Agreement. (Ciii) The Bank Board may terminate the Agreement Plan provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank or Company, (ii) all arrangements sponsored by the Bank that would be aggregated with this Agreement Plan under Treasury Regulations section 1.409A-l(cSection 1.409A-1(c) if any individual; the Executive covered by this Agreement Plan was also covered by any of those other arrangements are also terminated; (iiiii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 twelve (12) months of the termination of the arrangement; (iiiiv) all payments are made within 24 twenty-four (24) months of the termination of the arrangements; and (ivv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations section Section 1.409A-1(c) if the same individual Executive participated in both arrangements, at any time within three years following the date of termination of the arrangement. (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete terminationtermination of the Plan (comprised of this Agreement and other substantially similar agreements, as the term “Plan” is defined for purposes of Code Section 409A), the Agreement Plan shall cease to operate and the Bank shall pay to the Executive his Account the benefit set forth in item (i), (ii) or (iii) below, as if he had terminated service as of the effective date of the complete terminationapplicable. Such complete termination of the Agreement shall occur only under the following circumstances and conditions.: (Ai) The Bank may terminate the Agreement Plan within 12 months of a corporate dissolution taxed under Code section Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued deferred under the Agreement Plan are included in the Executive’s gross income in the latest of (iA) the calendar year in which the Agreement Plan terminates; (iiB) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iiiC) the first calendar year in which the payment is administratively practicable. In such case, Executive shall be entitled to either his Accrued Benefit (if termination occurs prior to Early Retirement Age), his Early Retirement Benefit (if complete termination occurs on or after Early Retirement Age but before Normal Retirement Age) or his Normal Retirement Benefit (if complete termination occurs after Normal Retirement Age). (Bii) The Bank may terminate the Agreement Plan by irrevocable action within the 30 days preceding a Change in Control (but not or 12 months following a Change in Control), provided that the Agreement Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. Any such termination will comply with the requirements of Code Section 409A. In the event such complete termination occurs, Executive shall be entitled to the actuarial equivalent of the benefit payable under Section 7(a) hereof, payable in the time frame set forth in this Section 11.c.(ii). (Ciii) The Bank may terminate the Agreement Plan provided that (iA) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank or Company, (B) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulations section 1.409A-l(cSection 1.409A-1(c) if any individual; the Executive covered by this Agreement was also covered by any of those other arrangements are also terminated; (iiC) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iiiD) all payments are made within 24 months of the termination of the arrangements; and (ivE) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations section 1.409A-1(cSection 1.409A-l(c) if the same individual Executive participated in both arrangements, at any time within three years following the date of termination of the arrangement. In the case of a termination under this Section 11.c.(iii) prior to Executive’s attainment of Early Retirement Age, the Executive shall be entitled to his Accrued Benefit. If termination occurs after Early Retirement Age, Executive shall be entitled to the actuarial equivalent of his Early Retirement Benefit or Normal Retirement Benefit, as applicable (depending on Executive’s age at the time of complete termination), payable in accordance with this Section 11.c.(iii). (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete terminationtermination of the Plan (comprised of this Agreement and other substantially similar agreements, as the term “Plan” is defined for purposes of Code Section 409A), the Agreement Plan shall cease to operate and the Bank shall pay to the Executive his Account the benefit set forth in item (i), (ii) or (iii) below, as if he had terminated service as of the effective date of the complete terminationapplicable. Such complete termination of the Agreement shall occur only under the following circumstances and conditions.: (Ai) The Bank may terminate the Agreement Plan within 12 months of a corporate dissolution taxed under Code section Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued deferred under the Agreement Plan are included in the Executive’s gross income in the latest of (iA) the calendar year in which the Agreement Plan terminates; (iiB) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iiiC) the first calendar year in which the payment is administratively practicable. In such case, Executive shall be entitled to either his Accrued Benefit (if termination occurs prior to Early Retirement Age), his Early Retirement Benefit (if complete termination occurs on or after Early Retirement Age but before Normal Retirement Age) or his Normal Retirement Benefit (if complete termination occurs after Normal Retirement Age). (Bii) The Bank may terminate the Agreement Plan by irrevocable action within the 30 days preceding a Change in Control (but not or 12 months following a Change in Control), provided that the Agreement Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. Any such termination will comply with the requirements of Code Section 409A. In the event such complete termination occurs, Executive shall be entitled to the actuarial equivalent of the benefit payable under Section 7(a) hereof, payable in the time frame set forth in this Section 11.c.(ii). (Ciii) The Bank may terminate the Agreement Plan provided that (iA) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank or Company, (B) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulations section 1.409A-l(cSection 1.409A-1(c) if any individual; the Executive covered by this Agreement was also covered by any of those other arrangements are also terminated; (iiC) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iiiD) all payments are made within 24 months of the termination of the arrangements; and (ivE) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations section Section 1.409A-1(c) if the same individual Executive participated in both arrangements, at any time within three years following the date of termination of the arrangement. In the case of a termination under this Section 11.c.(iii) prior to Executive’s attainment of Early Retirement Age, the Executive shall be entitled to his Accrued Benefit. If termination occurs after Early Retirement Age, Executive shall be entitled to the actuarial equivalent of his Early Retirement Benefit or Normal Retirement Benefit, as applicable (depending on Executive’s age at the time of complete termination), payable in accordance with this Section 11.c.(iii). (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete termination, the Agreement shall cease to operate and the Bank shall pay the Executive his Account any benefits owed hereunder as if he had terminated service a cash lump sum as of the effective date of the complete termination. Such complete termination of the Agreement shall occur only under the following circumstances and conditions. (A) The Bank may terminate the Agreement within 12 months of a corporate dissolution taxed under Code section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued under the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (B) The Bank may terminate the Agreement within the 30 thirty (30) days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 twelve (12) months of the date of the termination of the arrangements. (C) The Bank may terminate the Agreement provided that (i) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulations section 1.409A-l(cSection 1.409A-1(c) if any individual; covered by this Agreement was also covered by any of those other arrangements are also terminated; (ii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 twelve (12) months of the termination of the arrangement; (iii) all payments are made within 24 twenty-four (24) months of the termination of the arrangements; and (iv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations section Section 1.409A-1(c) if the same individual participated in both arrangements, at any time within three years following the date of termination of the arrangement. (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete termination, the Agreement shall cease to operate and the Bank shall pay the Executive his Account as if he had terminated service as of the effective date of the complete termination. Such complete termination of the Agreement shall occur only under the following circumstances and conditions. (A) The Bank may terminate the Agreement within 12 months of a corporate dissolution taxed under Code section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(Ass.503(b)(1)(A), provided that the amounts accrued under the Agreement are included in the Executive’s 's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (B) The Bank may terminate the Agreement within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. (C) The Bank may terminate the Agreement provided that (i) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Proposed Treasury Regulations regulations section 1.409A-l(c1.409A-1(c) if any individual; covered by this Agreement was also covered by any of those other arrangements are also terminated; (ii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iii) all payments are made within 24 months of the termination of the arrangements; and (iv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Proposed Treasury Regulations regulations section 1.409A-1(c) if the same individual participated in both arrangements, at any time within three five years following the date of termination of the arrangement. (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete termination, the Agreement shall cease to operate and the Bank shall pay the Executive his Account as if he had terminated service as of the effective date of the complete termination. Such complete termination of the Agreement shall occur only under the following circumstances and conditions. (A) The Bank may terminate the Agreement within 12 months of a corporate dissolution taxed under Code section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued under the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (B) The Bank may terminate the Agreement within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. (C) The Bank may terminate the Agreement provided that (i) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulations regulations section 1.409A-l(c1.409A-1(c) if any individual; covered by this Agreement was also covered by any of those other arrangements are also terminated; (ii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iii) all payments are made within 24 months of the termination of the arrangements; and (iv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations regulations section 1.409A-1(c) if the same individual participated in both arrangements, at any time within three years following the date of termination of the arrangement. (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete terminationtermination of the Plan, the Agreement Plan shall cease to operate and the Bank shall pay the out to Executive his Account benefit as if he Executive had terminated service employment as of the effective date of the complete termination. Such complete termination of the Agreement Plan shall occur only under the following circumstances and conditions.: (Ai) The Bank Board may terminate the Agreement Plan within 12 months of a corporate dissolution taxed under Code section Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued under the Agreement are Accrued Benefit is included in the Executive’s (or Beneficiary’s) gross income (and paid to Executive or Beneficiary) in the latest of (i) the calendar year in which the Agreement Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (Bii) The Bank Board may terminate the Agreement Plan by Board action taken within the 30 days preceding a Change in Control or within twelve (but not 12) months following a Change in Control), provided that the Agreement Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred payable under the terminated arrangements within 12 months of the date of the termination of the arrangements. Following the termination of the Plan, the amount payable to Executive shall be the discounted present value of the Normal Retirement Benefit set forth in Executive’s Participation Agreement. (Ciii) The Bank Board may terminate the Agreement Plan at any time provided that (i) the termination does not occur proximate to a downturn in the financial health of the Bank or Company, (ii) all arrangements sponsored by the Bank that would be aggregated with this Agreement Plan under Treasury Regulations section 1.409A-l(cSection 1.409A-1(c) if any individual; Executive covered by this Agreement Plan was also covered by any of those other arrangements are also terminated; (iiiii) no payments other than payments that would be payable under the terms of the arrangement arrangements if the termination had not occurred are made within 12 months of the termination of the arrangementarrangement (e.g., Executive’s Accrued Benefit); (iiiiv) all payments are made within 24 months of the termination of the arrangements; and (ivv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations section Section 1.409A-1(c) if the same individual Executive participated in both arrangements, at any time within three years following the date of termination of the arrangement. (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete termination, the Agreement shall cease to operate and the Bank shall pay the Executive his Account as if he had terminated service as of the effective date of the complete termination. Such complete termination of the Agreement shall occur only under the following circumstances and conditions. (A) The Bank may terminate the Agreement within 12 months of a corporate dissolution taxed under Code section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued under the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (B) The Bank may terminate the Agreement within the 30 days preceding a Change in Control (but not following a Change in Control), provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank are terminated so that the Executive and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements. (C) The Bank may terminate the Agreement provided that (i) all arrangements sponsored by the Bank that would be aggregated with this Agreement under Proposed Treasury Regulations regulations section 1.409A-l(c1.409A-1(c) if any individual; covered by this Agreement was also covered by any of those other arrangements are also terminated; (ii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iii) all payments are made within 24 months of the termination of the arrangements; and (iv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Proposed Treasury Regulations regulations section 1.409A-1(c) if the same individual participated in both arrangements, at any time within three five years following the date of termination of the arrangement. (D) The Bank may terminate the Agreement pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time.

Complete Termination. Subject The Board may completely terminate the Plan, subject to the requirements of Code Section 409A, in 409A. In the event of complete termination, the Agreement Plan shall cease to operate and the Bank Employer shall pay the Executive out to each Director his Account as if he that Director had terminated service a Separation from Service as of the effective date of the complete termination. Such complete termination of the Agreement Plan shall occur only under the following circumstances and conditions.: (Aa) The Bank Board may terminate the Agreement Plan within 12 months of a corporate dissolution taxed under Code section Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts accrued deferred under the Agreement Plan are included in the Executiveeach Director’s gross income in the latest of (i) the calendar year in which the Agreement Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. (Bb) The Bank Board may take irrevocable action to terminate the Agreement Plan within the 30 days preceding a Change in Control (but not following a Change in Control), provided that (i) the Agreement termination shall take effect no earlier than the occurrence of the Change in Control, (ii) the Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Bank Employer are terminated so that the Executive Directors and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date of the termination of the arrangements; and (iii) all Directors who are participants in this Plan receive their full Retirement Benefit following such termination. (Cc) The Bank Board may terminate the Agreement Plan provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) all arrangements sponsored by the Bank that would be aggregated with this Agreement Plan under Treasury Regulations section 1.409A-l(cRegulation 1.409A-1(c) if any individual; the Director covered by this Agreement Plan was also covered by any of those other arrangements are also terminated; (iiiii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 twelve (12) months of the termination of the arrangement; (iiiiv) all payments are made within 24 twenty-four (24) months of the termination of the arrangements; and (ivv) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations section 1.409A-1(c) if the same individual Director participated in both arrangements, at any time within three years following the date of termination of the arrangement. (Dd) The Bank Board may terminate the Agreement Plan pursuant to such other terms and conditions as the Internal Revenue Service may permit from time to time. Any such termination shall comply with the requirements of Code Section 409A, to the extent applicable.