Common use of Compliance with Internal Revenue Code Section 409A Clause in Contracts

Compliance with Internal Revenue Code Section 409A. (a) The Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (b) If at the time of the Executive’s separation from service, (i) the Executive is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunder.

Compliance with Internal Revenue Code Section 409A. (a) The Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (b) If at the time of the Executive’s separation from service, (i) the Executive is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the CompanyAssociation) and (ii) the Company Association makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Association will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company Association agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company Association with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunder.

Compliance with Internal Revenue Code Section 409A. (a) The Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Code. If any provision of this Agreement does not satisfy the requirements of Section 409A of the Code, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A of the Code, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. (b) This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, where applicable, with the “short-term deferral exception” under Treasury Regulation Section 1.409A-1(b)(4) and the “separation pay exception” under Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on the Executive under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be deemed imposed. For purposes of Section 409A of the Code, all payments to have be made upon a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation under this Agreement may only be made upon a “separation from service” (within the meaning of such term under Section 409A.409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with Section 8.9(c). In no event shall the Executive, directly or indirectly, designate the calendar year of payment. (bc) If at Notwithstanding anything herein to the time of the Executive’s separation from servicecontrary, (i) if the Executive is a “specified employee” (within the meaning of Section 409A and using of the methodology selected by the CompanyCode) and (ii) it is necessary to postpone the Company makes commencement of any payments or benefits otherwise payable under this Agreement as a good faith determination that an amount payable result of the Executive’s separation from service with the Bank to prevent any accelerated or additional tax under Section 409A of the benefits to be provided hereunder constitutes deferred compensation (within Code, then the meaning Bank will postpone the commencement of Section 409A), the payment of which is required to be delayed pursuant any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the sixExecutive) that are not otherwise paid with the “short-month delay rule of term deferral exception” under Treasury Regulations Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation1.409A-1(b)(4) and the “separation pay exception” under Treasury Regulations Section 1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six (6) months following the Executive’s separation of service with the Bank. If any payments are postponed due to such requirements, such postponed amounts will pay be paid to the remaining amount (if any) Executive in a lump sum on the first business day payroll date that occurs after such the date that is six month period. (c) To months following the extent Executive’s separation of service with the Bank. If the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended dies during the postponement period prior to the minimum extent necessary to avoid application payment of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability ofpostponed amount, the Company with respect to any payment. (d) For purposes amounts withheld on account of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code shall be paid to the personal representative of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunderExecutive’s estate within sixty (60) days after the date of the Executive’s death.

Compliance with Internal Revenue Code Section 409A. (a) The Executive will Parties agree that this Agreement shall be deemed to have interpreted and administered in a termination of employment for purposes of determining the timing of manner so that any payments amount or benefit payable hereunder shall be paid or provided in a manner that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (b) If at the time of the Executive’s separation from serviceis exempt from, (i) the Executive or, if that is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409Anot possible, then compliant with the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result requirements of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of 1986the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as amendeda result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A of the Code, be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with the requirements of Section 409A of the Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this agreement), (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense was incurred, and (iv) the Treasury regulations right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Additionally, notwithstanding anything in this Agreement to the contrary, any separation payments under this Agreement (to the extent that they constitute “deferred compensation” under Section 409A of the Code and applicable regulations), and any other authoritative guidance issued thereunderamount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the event that You are a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A and would otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no such payment or benefit shall be made before the date that is six (6) months after Your “separation from service” (or, if earlier, the date of Your death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with Internal Revenue Code Section 409A. (a) The If Executive will be deemed to have is a termination "specified employee" of employment for purposes of determining the timing of Company or any payments that are classified as deferred compensation only upon a “separation from service” affiliate thereof (or any successor entity thereto) within the meaning of Section 409A. (b409A(a)(2)(B)(i) If at the time of the Executive’s separation from service, (i) the Executive is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amendedamended (the "Code") on the date of any Qualifying Termination, then any lump sum severance payment pursuant to Section 2(a) (the "Severance Payment") shall be delayed until the earlier of: (i) the date that is six (6) months after the date of the Qualifying Termination, or (ii) the date of Executive's death (such date, the "Delayed Payment Date"), and the Treasury regulations Company (or the successor entity thereto, as applicable) shall pay to Executive the Severance Payment in a lump sum on the Delayed Payment Date, without any adjustment on account of such delay. (b) If Executive is a "specified employee" of the Company or any affiliate thereof (or any successor entity thereto) within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of any Qualifying Termination, then any continuing coverage payments by the Company pursuant to Section 2(b) that either (i) are not otherwise excluded from the definition of a "nonqualified deferred compensation plan" pursuant to Treas. Reg. Section 1.409A-1(a)(5), or (ii) are amounts reimbursed for medical expenses that otherwise provide for a deferral of compensation pursuant to Treas. Reg. Section 1.409A-1(b)(9)(v)(B) (the "Continuing Coverage Payments") shall not be provided by the Company (and Executive shall make his own provisions for such continuing coverage) until the earlier of: (x) the date that is six (6) months after the date of the Qualifying Termination, or (y) the date of Executive's death (such date, the "Delayed Initial Continuing Coverage Payment Date"), and the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Continuing Coverage Payments that otherwise would have been paid on Executive's behalf on or before the Delayed Initial Continuing Coverage Payment Date, without any other authoritative guidance issued thereunderadjustment on account of such delay, and (B) continue the Continuing Coverage Payments in accordance with any applicable payment schedules set forth herein for the balance of the twelve (12)-month period.

Compliance with Internal Revenue Code Section 409A. For Participants who are U.S. taxpayers, the Restricted Stock Units and Dividend Equivalent Rights granted hereunder are not intended to provide for any deferral of compensation subject to Code Section 409A, unless the Participant has entered into a Deferral Election pursuant to Section 2.5(b) or 2.6. If there is no such Deferral Election, the benefits provided pursuant hereto shall be paid on or before the later of: (i) the fifteenth day of the third month following Participant’s first taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day of the third month following the first taxable year of the Company in which such benefit is no longer subject to a substantial risk of forfeiture, in each case, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder, and in such case the benefits are intended to be exempt from Code Section 409A as “short-term deferrals.” In the event that Participant has entered into a Deferral Election such that distribution of Restricted Stock Units and accompanying Dividend Equivalent Rights so deferred are subject to Code Section 409A, then notwithstanding anything in the Plan or Terms to the contrary, such Restricted Stock Units and Dividend Equivalent Rights shall be administered in a manner consistent with Code Section 409A, and the Plan, Terms and Deferral Election shall be construed and interpreted in such a manner as to comply in all respects with Code Section 409A. With respect to any benefit subject to 409A: (a) The Executive will if such benefit is distributable on account of Participant’s Termination of Employment, it shall not be deemed distributed upon such event unless the Termination of Employment is considered to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon be a “separation from service” within the meaning of Code Section 409A. 409A(a)(2)(A)(i); (b) If in the event Participant is required to enter into a release and waiver of claims as a condition of receiving such benefit, and the period during which such waiver and release is to be executed by Participant spans two calendar years, then payment will in all events be made in the second of the two calendar years; and (c) if Participant’s payment is on account of his or her Termination of Employment and at the time of such termination the Executive’s separation from service, (i) the Executive Participant is a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i), any distributions subject to Code Section 409A and using that are made on account of such Termination of Employment may not be made before the methodology selected by the Company) and (ii) the Company makes a good faith determination date that an amount payable is six months after Participant’s Termination of Employment, or the benefits to if earlier, Participant’s death. In such instance, distributions will be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum made on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code seventh month following the Termination of 1986Employment (or, as amendedif earlier, and the Treasury regulations and any other authoritative guidance issued thereunderdeath).

Compliance with Internal Revenue Code Section 409A. (a) The Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Code. If any provision of this Agreement does not satisfy the requirements of Section 409A of the Code, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A of the Code, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. (b) This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, where applicable, with the “short-term deferral exception” under Treasury Regulation Section 1.409A-1(b)(4) and the “separation pay exception” under Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on the Executive under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be deemed imposed. For purposes of Section 409A of the Code, all payments to have be made upon a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation under this Agreement may only be made upon a “separation from service” (within the meaning of such term under Section 409A.409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with Section 8.9(c). In no event shall the Executive, directly or indirectly, designate the calendar year of payment. (bc) If at Notwithstanding anything herein to the time of the Executive’s separation from servicecontrary, (i) if the Executive is a “specified employee” (within the meaning of Section 409A and using of the methodology selected by the CompanyCode) and (ii) it is necessary to postpone the Company makes commencement of any payments or benefits otherwise payable under this Agreement as a good faith determination that an amount payable result of the Executive’s separation from service with the Bank to prevent any accelerated or additional tax under Section 409A of the benefits to be provided hereunder constitutes deferred compensation (within Code, then the meaning Bank will postpone the commencement of Section 409A), the payment of which is required to be delayed pursuant any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the sixExecutive) that are not otherwise paid with the “short-month delay rule of term deferral exception” under Treasury Regulations Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation1.409A-1(b)(4) and the “separation pay exception” under Treasury Regulations Section 1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six (6) months following the Executive’s separation of service with the Bank. If any payments are postponed due to such requirements, the postponed amounts will pay be paid to the remaining amount (if any) Executive in a lump sum on the first business day payroll date that occurs after such the date that is six month period. (c) To months following the extent Executive’s separation of service with the Bank. If the Executive would be subject dies during the postponement period prior to an additional 20% tax imposed the payment of postponed amount, the amounts withheld on certain deferred compensation arrangements pursuant to account of Section 409A as a result 409(A) of any provision of this Agreement, such provision the Code shall be deemed amended paid to the minimum extent necessary to avoid application personal representative of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and Executive’s estate within sixty (60) days after the Company agree to cooperate to make such amendment to date of the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any paymentExecutive’s death. (d) For purposes of Notwithstanding anything to the contrary herein, if any amounts paid or payable by the Bank under this Agreement, Agreement to the Executive are subject to the additional income tax and related penalties and interest (the "409A Tax Amount") imposed by the IRS under Code Section 409A shall refer and the Executive pays such 409A Tax Amount to the IRS, upon written notice by the Executive of the actual payment of the 409A Tax Amount, the Bank will make a payment to the Executive within 60 days of his written notice in the amount of (i) such 409A Tax Amount, plus (ii) an amount so that the net payment to the Executive after federal, state and local taxes are deducted from the payment is equal to the 409A Tax Amount paid by the Executive to the IRS under Section 409A of (collectively, the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunder“Gross-Up Payment”).

Compliance with Internal Revenue Code Section 409A. (a) The Executive will Parties agree that this Agreement shall be deemed to have interpreted and administered in a termination of employment for purposes of determining the timing of manner so that any payments amount or benefit payable hereunder shall be paid or provided in a manner that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (b) If at the time of the Executive’s separation from serviceis exempt from, (i) the Executive or, if that is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409Anot possible, then compliant with the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result requirements of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of 1986the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as amendeda result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A of the Code, be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with the requirements of Section 409A of the Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this agreement), (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense was incurred, and (iv) the Treasury regulations right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. In the event that You are a “specified employee” (as described in Code Section 409A), and any other authoritative guidance issued thereunderpayment or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A and would otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no such payment or benefit shall be made before the date that is six (6) months after Your “separation from service” (or, if earlier, the date of Your death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with Internal Revenue Code Section 409A. In the event that any compensation or other payments payable under this Agreement are subject to Section 409A, then Executive acknowledges and agrees that Employer shall adhere to the provisions of Section 409A and any regulations or other guidance issued thereunder. Executive agrees that Executive bas reviewed or been advised to review (aand had ample opportunity to review) The the provisions of this Agreement with applicable legal and tax counsel to ensure compliance with Section 409A and that Employer shall not be responsible for any adverse tax consequences experienced by Executive in connection with this Agreement. Executive's right to receive any installment payments pursuant to this Agreement will be deemed treated as a right to have receive a series of separate payments. For purposes of this Agreement, references to "termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon employment" (and substantially similar phrases) will be interpreted to mean a “"separation from service” " within the meaning of Section 409A. (b) If at the time 409A. If, as of the date of Executive’s ' s "separation from service" from Employer, (i) the Executive is a “"specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation Executive" (within the meaning of Section 409A), then: (a) each installment of the payment Compensation Continuation that, in accordance with the dates and terms set forth in this Agreement , will in all circumstances, regardless of which when the "separation from service" occurs, be paid within the short-term deferral period (as defined in Section 409A) will be treated as a "short-term deferral" within the meaning of Treas. Reg. Section l. 409A- l(b)(4) to the maximum extent permissible under Section 409A and will be paid on the dates and terms set forth in this Agreement; and (b) each installment of the Compensation Continuation that is not described in clause (a) above and that would, absent this clause (b), be paid within the six-month period following Executive's "separation from service" from Employer will not be paid until the date that is six months and one day after such "separation from service" (or, if earlier, Executive's death), with any such installments that are required to be delayed pursuant to being accumulated during the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) period and will pay the remaining amount (if any) paid in a lump sum on the first business date that is six months and one day after such six month period. (c) To following Executive's "separation from service" and any subsequent installments , if any, being paid in accordance with the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of dates and terms set forth in this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees preceding provisions of this clause (b) will not apply to any installment of the Compensation Continuation if and to the maximum extent that any that such amendment shall installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the Executive with economically equivalent payments application of Treas. Reg. Section l.409A-l(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Txxxx. Reg. Section l. 409A-l(b)(9)(iii) must be paid no later than the last day of Executive' s second taxable year following the taxable year in which the "separation from service" occurs. The determination of whether and benefitswhen Executive's "separation from service" from Employer has occurred will be made in a manner consistent with, and based on the Executive agrees that any such amendment will not materially increase the cost topresumptions set forth in, or liability of, the Company with respect to any payment. Treas. Reg. Section l.409A- l (d) For h). Solely for purposes of this Agreementparagraph, "Employer" will include all persons with whom Employer would be considered a single employer under Section 414(b) and 414(c) of the Code. All reimbursements and in-kind benefits provided under this Agreement will be made or provided in accordance with the requirements of Section 409A shall refer to the extent that such reimbursements or in-kind benefits are subject to Section 409A 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive's lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of any eligible expense will be made on or before the last day of the Internal Revenue Code of 1986, as amendedcalendar year following the year in which the expense is incurred, and (iv) the Treasury regulations and right to reimbursement is not subject to set off or liquidation or exchange for any other authoritative guidance issued thereunderbenefit.

Compliance with Internal Revenue Code Section 409A. (a) The Corporation and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Code. If any provision of this Agreement does not satisfy the requirements of Section 409A of the Code, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A of the Code, the Corporation shall reform the provision. However, the Corporation shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Corporation shall not be required to incur any additional compensation expense as a result of the reformed provision. (b) This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, where applicable, with the “short-term deferral exception” under Treasury Regulation Section 1.409A-1(b)(4) and the “separation pay exception” under Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on the Executive under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be deemed imposed. For purposes of Section 409A of the Code, all payments to have be made upon a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation under this Agreement may only be made upon a “separation from service” (within the meaning of such term under Section 409A.409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with Section 8.9(c). In no event shall the Executive, directly or indirectly, designate the calendar year of payment. (bc) If at Notwithstanding anything herein to the time of the Executive’s separation from servicecontrary, (i) if the Executive is a “specified employee” (within the meaning of Section 409A and using of the methodology selected by the CompanyCode) and (ii) it is necessary to postpone the Company makes commencement of any payments or benefits otherwise payable under this Agreement as a good faith determination that an amount payable result of the Executive’s separation from service with the Corporation to prevent any accelerated or additional tax under Section 409A of the benefits to be provided hereunder constitutes deferred compensation (within Code, then the meaning Corporation will postpone the commencement of Section 409A), the payment of which is required to be delayed pursuant any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the sixExecutive) that are not otherwise paid with the “short-month delay rule of term deferral exception” under Treasury Regulations Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation1.409A-1(b)(4) and the “separation pay exception” under Treasury Regulations Section 1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six (6) months following the Executive’s separation of service with the Corporation. If any payments are postponed due to such requirements, such postponed amounts will pay be paid to the remaining amount (if any) Executive in a lump sum on the first business day payroll date that occurs after such the date that is six month period. (c) To months following the extent Executive’s separation of service with the Corporation. If the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended dies during the postponement period prior to the minimum extent necessary to avoid application payment of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability ofpostponed amount, the Company with respect to any payment. (d) For purposes amounts withheld on account of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code shall be paid to the personal representative of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunderExecutive’s estate within sixty (60) days after the date of the Executive’s death.

Compliance with Internal Revenue Code Section 409A. (a) The Bank, the Company and the Executive will intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Code. If any provision of this Agreement does not satisfy the requirements of Section 409A of the Code, the provision shall nevertheless be deemed applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to have additional tax or interest under Section 409A of the Code, the Bank and the Company shall reform the provision. However, the Bank and the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Bank and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. (b) Notwithstanding anything to the contrary in this Agreement, with respect to any amounts payable to Executive under this Agreement in connection with a termination of Executive’s employment that would be considered “non-qualified deferred compensation” under Section 409A of the Code, a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation shall be considered to have occurred under this Agreement only upon a Executive’s “separation from service” within with the meaning of Section 409A. (b) If at the time of the Executive’s separation from service, (i) the Executive is a “specified employee” (within the meaning of Section 409A Bank and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of as such term is defined in Treasury Regulation Section 409A1.409A 1(h), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., and any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month periodsuccessor provision thereto. (c) To Notwithstanding anything to the extent the contrary in this Agreement or in any Bank or Company policy with respect to such payments, in-kind benefits and reimbursements provided under this Agreement during any tax year of Executive would shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant liquidation or exchange for another benefit. Notwithstanding anything to Section 409A as a result of any provision of the contrary in this Agreement, such provision reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be deemed amended made to Executive as soon as administratively practicable following such submission in accordance with the minimum extent necessary Bank’s or the Company’s policies regarding reimbursements, but in no event later than the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This Section 8.10(c) shall only apply to avoid application of such tax in-kind benefits and the parties shall promptly execute any amendment reasonably necessary reimbursements that would result in taxable compensation income to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any paymentExecutive. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunder.

Compliance with Internal Revenue Code Section 409A. A. Notwithstanding anything herein to the contrary, all lump sum payments and gross up payments to be made pursuant to this Agreement shall be paid not later than the fifteenth day of the third month following the later of the end of the taxable year of Executive in which Executive’s Date of Termination occurs, or the end of the taxable year of the Company (aor any successor thereto) in which such Date of Termination occurs. B. This Agreement is not intended to provide for any deferral of compensation subject to Code Section 409A and, accordingly, the benefits provided pursuant to this Agreement are intended to be paid not later than the later of: (i) the fifteenth day of the third month following Executive’s first taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day of the third month following the first taxable year of the Company in which such benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. The date determined under this subsection is referred to as the “Short-Term Deferral Date.” C. Notwithstanding anything to the contrary herein, in the event that any benefits provided pursuant to this Agreement are not actually or constructively received by the Executive will on or before the Short-Term Deferral Date, to the extent such benefit constitutes a deferral of compensation subject to Code Section 409A, then: (i) subject to clause (ii), such benefit shall be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only paid upon a “Executive’s separation from service” service within the meaning of Section 409A. (b409A(a)(2)(A)(i) If at the time of the Executive’s separation Code, and any other Treasury Regulations and other guidance thereunder (“Separation from serviceService”) with respect to the Company and its affiliates, and (iii) the if Executive is a “specified employee,” (within the meaning of as defined in Code Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A409A(a)(2)(B)(i), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to the Company and its affiliates, such benefit shall be paid upon the date which is six months after the date of Executive’s Separation from Service (or, if earlier, the date of Executive’s death). In the event that any payment. (d) For purposes benefit provided for in this Agreement is subject to this subsection, such benefit shall be paid on the sixtieth day following the payment date determined under this subsection, and shall be made subject to the requirements of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986Sections 4 and 5, as amended, and the Treasury regulations and any other authoritative guidance issued thereunderapplicable.

Compliance with Internal Revenue Code Section 409A. (a) The Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (b) If at the time of the Executive’s separation from service, (i) the Executive is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day of the seventh month after such six the month periodin which the Executive’s employment terminates. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.98. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) To the extent that any right to reimbursement of expenses or payment of any in-kind benefit under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. (e) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunder.

Compliance with Internal Revenue Code Section 409A. (a) The Executive will be deemed to have a termination of employment for purposes of determining the timing of any This Agreement and its payments that and benefits are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (b) If at the time of the Executive’s separation from service, (i) the Executive is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order intended to comply with Section 409A (i.e., any amount that satisfies an exception under or be exempt from) the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result requirements of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amendedamended (“Code Section 409A”) and will be interpreted and administered in accordance with such intention. In the event this Agreement or any payment or benefit paid to Executive hereunder is deemed to be subject to Code Section 409A, Executive consents to the Company adopting such conforming amendments or taking such actions as the Company deems necessary, in its discretion, to comply with Code Section 409A and avoid the Treasury regulations imposition of taxes under Code Section 409A. For purposes of Code Section 409A, each payment that may be made under this Agreement shall be deemed to be a separate payment. With respect to the time of payments of any amounts upon Executive’s termination of employment that are determined to be nonqualified deferred compensation subject to Code Section 409A, no payment shall be made unless and until Executive experiences a “separation from service” within the meaning of Code Section 409A. Notwithstanding any provision in the Agreement to the contrary, if upon Executive’s “separation from service” within the meaning of Code Section 409A, Executive is then a “specified employee” (as defined in Code Section 409A), then to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of nonqualified deferred compensation subject to Code Section 409A payable as a result of and within six (6) months following such separation from service under this Agreement until the earlier of (i) the first business day of the seventh month following Executive’s separation from service, or (ii) ten (10) days after the Company receives written notification of Executive’s death. Any such delayed payments shall be made without interest. Additionally, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other authoritative guidance issued thereundertaxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. While it is intended that all payments that may be provided to Executive under this Agreement will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that such payments and benefits are exempt from or compliant with Code Section 409A. Executive agrees that he has reviewed or been advised to review (and had ample opportunity to review) the provisions of this Agreement with applicable legal and tax counsel to ensure compliance with Code Section 409A and that the Company shall not be responsible for any adverse tax consequences experienced by Executive in connection with this Agreement.

Compliance with Internal Revenue Code Section 409A. (a) The Executive will Unless otherwise expressly provided, any payment of compensation by Company to the Employee, whether pursuant to this Agreement or otherwise, shall be deemed made within two and one-half months (2½ months) after the end of the later of the calendar year or the Company’s fiscal year in which the Employee’s right to have such payment vests (i.e., is not subject to a termination substantial risk of employment forfeiture for purposes of determining Internal Revenue Code Section 409A (“Code Section 409A”)). Such amounts shall not be subject to the timing requirements of any payments that are classified as subsection (a) above applicable to “nonqualified deferred compensation only upon a “separation from service” within the meaning of Section 409A.compensation.” (b) If at the time All payments of the Executive’s separation from service, (i) the Executive is a “specified employeenonqualified deferred compensation” (within the meaning of Code Section 409A are intended to comply with the requirements of Code Section 409A, and using shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate any such deferred payment, except in compliance with Code Section 409A, and no amount shall be paid prior to the methodology selected by earliest date on which it is permitted to be paid under Code Section 409A. In the Companyevent that the Employee is determined to be a “key employee” (as defined and determined under Code Section 409A) and of Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable following termination of employment shall be paid only after the earlier of (i) the last day of the sixth (6th) complete calendar month following such termination of employment, or (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A)Employee’s death, the payment of which is required to be delayed pursuant consistent with and to the six-month delay rule extent necessary to meet the requirements Code Section 409A without the imposition of excise taxes. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum on the earliest date permitted under Code Section 409A in order to avoid taxes catch up to the original payment schedule. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or penalties under any payment hereunder not to be in compliance with Code Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period.409A. (c) To the extent the Executive would be subject Section (b) above shall not apply to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to that portion of any amounts payable upon termination of employment which shall qualify as “involuntary severance” under Section 409A as a result because such amount does not exceed the lesser of any provision (1) two hundred percent (200%) of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and Employee’s annualized compensation from the Company agree to cooperate to make such amendment to for the terms calendar year immediately preceding the calendar year during which the Date of this Agreement as Termination occurs, or (2) two hundred percent (200%) of the annual limitation amount under Section 401(a)(17) of the Code (the maximum amount of compensation that may be necessary to avoid taken into account for purposes of a tax-qualified retirement plan) for the imposition calendar year during which the Date of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any paymentTermination occurs. (d) For purposes All benefit plans, programs and policies sponsored by the Company are intended to comply with all requirements of this Agreement, Code Section 409A or to be structured so as to be exempt from the application of Code Section 409A. All expense reimbursement or in-kind benefits provided under this Agreement or, unless otherwise specified, under any Company program or policy shall refer be subject to Section 409A the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the Internal Revenue Code of 1986, as amendedcalendar year following the year in which the Employee incurs such expenses, and the Treasury regulations Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and any other authoritative guidance issued thereunder(iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Internal Revenue Code Section 409A. (a) The Executive will Parties agree that this Agreement shall be deemed to have interpreted and administered in a termination of employment for purposes of determining the timing of manner so that any payments amount or benefit payable hereunder shall be paid or provided in a manner that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (b) If at the time of the Executive’s separation from serviceis exempt from, (i) the Executive or, if that is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409Anot possible, then compliant with the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result requirements of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued there under (and any applicable transition relief under Section 409A of 1986the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as amendeda result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A of the Code, be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with the requirements of Section 409A of the Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this letter), (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense was incurred, and (iv) the Treasury regulations and any other authoritative guidance issued thereunderright to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Compliance with Internal Revenue Code Section 409A. In the event that any compensation or other payments payable under this Agreement are subject to Section 409A, then Executive acknowledges and agrees that Employer shall adhere to the provisions of Section 409A and any regulations or other guidance issued thereunder. Executive agrees that he has reviewed or been advised to review (aand had ample opportunity to review) The the provisions of this Agreement with applicable legal and tax counsel to ensure compliance with Section 409A and that Employer shall not be responsible for any adverse tax consequences experienced by Executive in connection with this Agreement. Executive’s right to receive any installment payments pursuant to this Agreement will be deemed treated as a right to have receive a series of separate payments. For purposes of this Agreement, references to “termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon employment” (and substantially similar phrases) will be interpreted to mean a “separation from service” within the meaning of Section 409A. (b) If at the time 409A. If, as of the date of Executive’s “separation from service” from Employer, (i) the Executive is a “specified employee” (within the meaning of Section 409A 409A), then: (a) each installment of the Compensation Continuation that, in accordance with the dates and using terms set forth in this Agreement, will in all circumstances, regardless of when the methodology selected by “separation from service” occurs, be paid within the Companyshort-term deferral period (as defined in Section 409A) and (ii) the Company makes will be treated as a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (“short-term deferral” within the meaning of Treas. Reg. Section 409A1.409A-l(b)(4) to the maximum extent permissible under Section 409A and will be paid on the dates and terms set forth in this Agreement; and (b) each installment of the Compensation Continuation that is not described in clause (a) above and that would, absent this clause (b), be paid within the payment of which six-month period following Executive’s “separation from service” from Employer will not be paid until the date that is six months and one day after such “separation from service” (or, if earlier, Executive’s death), with any such installments that are required to be delayed pursuant to being accumulated during the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) period and will pay the remaining amount (if any) paid in a lump sum on the first business date that is six months and one day after such six month period. (c) To following Executive’s “separation from service” and any subsequent installments, if any, being paid in accordance with the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of dates and terms set forth in this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees preceding provisions of this clause (b) will not apply to any installment of the Compensation Continuation if and to the maximum extent that any that such amendment shall installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the Executive with economically equivalent payments application of Treas. Reg. Section 1.409A-l(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treas. Reg. Section 1.409A-l(b)(9)(iii) must be paid no later than the last day of Executive’s second taxable year following the taxable year in which the “separation from service” occurs. The determination of whether and benefitswhen Executive’s “separation from service” from Employer has occurred will be made in a manner consistent with, and based on the Executive agrees that any such amendment will not materially increase the cost topresumptions set forth in, or liability of, the Company with respect to any payment. (d) For Treas. Reg. Section l.409A-1(h). Solely for purposes of this Agreementparagraph, “Employer” will include all persons with whom Employer would be considered a single employer under Section 414(b) and 414(c) of the Code. All reimbursements and in-kind benefits provided under this Agreement will be made or provided in accordance with the requirements of Section 409A shall refer to the extent that such reimbursements or in-kind benefits are subject to Section 409A 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of any eligible expense will be made on or before the last day of the Internal Revenue Code of 1986, as amendedcalendar year following the year in which the expense is incurred, and (iv) the Treasury regulations and right to reimbursement is not subject to set off or liquidation or exchange for any other authoritative guidance issued thereunderbenefit.

Compliance with Internal Revenue Code Section 409A. (a) The Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (b) If at the time of the Executive’s separation from service, (i) the Executive is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.99. 1. The Executive and the Company Bank agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company Bank with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunder. (e) The parties to this Agreement intend for the payments to satisfy the short-term deferral exception under Section 409A of the Code or, in the case of health and dental benefits, not constitute deferred compensation (since such amounts are not taxable to Executive). However, notwithstanding anything to the contrary in this Agreement, to the extent payments do not meet the short-term deferral exception of Section 409A of the Code and, in the event Executive is a “Specified Employee” (as defined herein) no payment shall be made to Executive under this Agreement prior to the first day of the seventh month following the Executive’s termination of employment in excess of the “permitted amount” under Section 409A of the Code. For these purposes the “permitted amount” shall be an amount that does not exceed two times the lesser of: (A) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Bank for the calendar year preceding the year in which Executive terminates employment, or (B) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which Executive’s termination of employment occurs. The payment of the “permitted amount” shall be made within five (5) days of the Executive’s termination of employment. Any payment in excess of the permitted amount shall be made to Executive on the first day of the seventh month following Executive’s termination of employment. “Specified Employee” shall be interpreted to comply with Section 409A of the Code and shall mean a key employee within the meaning of Section 416(i) of the Code (without regard to paragraph

Compliance with Internal Revenue Code Section 409A. For Participants who are U.S. taxpayers, the Restricted Stock Units and Dividend Equivalent Rights granted hereunder are not intended to provide for any deferral of compensation subject to Code Section 409A, unless the Participant has entered into a Deferral Election pursuant to Section 2.5(b) or 2.6. If there is no such Deferral Election, the benefits provided pursuant hereto shall be paid on or before the later of: (i) the fifteenth day of the third month following Participant’s first taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day of the third month following the first taxable year of the Company in which such benefit is no longer subject to a substantial risk of forfeiture, in each case, as determined in A-11 accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder, and in such case the benefits are intended to be exempt from Code Section 409A as “short-term deferrals.” In the event that Participant has entered into a Deferral Election such that distribution of Restricted Stock Units and accompanying Dividend Equivalent Rights so deferred are subject to Code Section 409A, then notwithstanding anything in the Plan or Terms to the contrary, such Restricted Stock Units and Dividend Equivalent Rights shall be administered in a manner consistent with Code Section 409A, and the Plan, Terms and Deferral Election shall be construed and interpreted in such a manner as to comply in all respects with Code Section 409A. With respect to any benefit subject to 409A: (a) The Executive will if such benefit is distributable on account of Participant’s Termination of Employment, it shall not be deemed distributed upon such event unless the Termination of Employment is considered to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon be a “separation from service” within the meaning of Code Section 409A. 409A(a)(2)(A)(i); (b) If in the event Participant is required to enter into a release and waiver of claims as a condition of receiving such benefit, and the period during which such waiver and release is to be executed by Participant spans two calendar years, then payment will in all events be made in the second of the two calendar years; and (c) if Participant’s payment is on account of his or her Termination of Employment and at the time of such termination the Executive’s separation from service, (i) the Executive Participant is a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i), any distributions subject to Code Section 409A and using that are made on account of such Termination of Employment may not be made before the methodology selected by the Company) and (ii) the Company makes a good faith determination date that an amount payable is six months after Participant’s Termination of Employment, or the benefits to if earlier, Participant’s death. In such instance, distributions will be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum made on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code seventh month following the Termination of 1986Employment (or, as amendedif earlier, and the Treasury regulations and any other authoritative guidance issued thereunderdeath).

Compliance with Internal Revenue Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Internal Revenue Code or shall comply with the requirements of such provision; provided however that in no event shall the Company Parties be liable to Executive for or with respect to any taxes, penalties or interest which may be imposed upon Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Section 6.1(a) (aseverance upon termination due to Permanent Disability), Section 6.3(a) The Executive will be deemed (severance upon termination other than for cause) or Section 6.3(e) (severance upon voluntary resignation for good reason) constitutes a “deferral of compensation” subject to have Section 409A (a “409A Payment”), then, (i) the term “termination of employment for purposes of determining employment” shall be interpreted consistent with the timing of any payments that are classified as deferred compensation only upon a term “separation from service” within the meaning of Section 409A. (b) If at section Treasury Regulation §1.409A-1(h), but only to the extent strictly necessary to establish a time of payment that complies with Section 409A, without altering any of the provisions of this Agreement that may cause Executive’s rights to such compensation to become unconditional (such as an involuntary termination of employment from one or both Company Parties without cause or a voluntary resignation from one or both Company Parties under circumstances that entitle Executive to Separation Pay as described above), and (ii) if on the date of Executive’s “separation from service,” as such term is defined in Treasury Regulation Section 1.409A-1(h)(1), from the Company Parties (i) the his “Separation from Service”), Executive is a “specified employee,” (within the meaning of as such term is defined in Treasury Regulation Section 409A and using the methodology selected 1.409A-1(i), as determined from time to time by the CompanyCompany Parties, then such 409A Payment shall not be made to the Executive prior to the earlier of (i) and six (6) months after the Executive’s Separation from Service; or (ii) the Company makes a good faith determination date of his death. The 409A Payments under this Agreement that an amount payable or the benefits to would otherwise be provided hereunder constitutes deferred compensation (within the meaning of Section 409A)made during such period shall be aggregated and paid in one lump sum, the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then with interest at the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e.Parties’ cost of borrowing, any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such following the end of the six (6) month period. (c) To period or following the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result date of any provision of this AgreementExecutive’s death, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefitswhichever is earlier, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A balance of the Internal Revenue Code of 1986409A Payments, as amendedif any, and shall be paid in accordance with the Treasury regulations and any other authoritative guidance issued thereunderapplicable payment schedule provided in this Section 6.

Compliance with Internal Revenue Code Section 409A. For Participants who are U.S. taxpayers, the Restricted Stock Units and Dividend Equivalent Rights granted hereunder are not intended to provide for any deferral of compensation subject to Code Section 409A, unless the Participant has entered into a Deferral Election pursuant to Section 2.5(b) or 2.6. If there is no such Deferral Election, the benefits provided pursuant hereto shall be paid on or before the later of: (i) the fifteenth day of the third month following Participant’s first taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day of the third month following the first taxable year of the Company in which such benefit is no longer subject to a substantial risk of forfeiture, in each case, as determined in B-11 accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder, and in such case the benefits are intended to be exempt from Code Section 409A as “short-term deferrals.” In the event that Participant has entered into a Deferral Election such that distribution of Restricted Stock Units and accompanying Dividend Equivalent Rights so deferred are subject to Code Section 409A, then notwithstanding anything in the Plan or Terms to the contrary, such Restricted Stock Units and Dividend Equivalent Rights shall be administered in a manner consistent with Code Section 409A, and the Plan, Terms and Deferral Election shall be construed and interpreted in such a manner as to comply in all respects with Code Section 409A. With respect to any benefit subject to 409A: (a) The Executive will if such benefit is distributable on account of Participant’s Termination of Employment, it shall not be deemed distributed upon such event unless the Termination of Employment is considered to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon be a “separation from service” within the meaning of Code Section 409A. 409A(a)(2)(A)(i); (b) If in the event Participant is required to enter into a release and waiver of claims as a condition of receiving such benefit, and the period during which such waiver and release is to be executed by Participant spans two calendar years, then payment will in all events be made in the second of the two calendar years; and (c) if Participant’s payment is on account of his or her Termination of Employment and at the time of such termination the Executive’s separation from service, (i) the Executive Participant is a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i), any distributions subject to Code Section 409A and using that are made on account of such Termination of Employment may not be made before the methodology selected by the Company) and (ii) the Company makes a good faith determination date that an amount payable is six months after Participant’s Termination of Employment, or the benefits to if earlier, Participant’s death. In such instance, distributions will be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum made on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code seventh month following the Termination of 1986Employment (or, as amendedif earlier, and the Treasury regulations and any other authoritative guidance issued thereunderdeath).

Compliance with Internal Revenue Code Section 409A. (a1) The Executive will be deemed This Section 7.11 is intended to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (b) If at the time of the Executive’s separation from service, (i) the Executive is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of enable this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to satisfy Section 409A of the Internal Revenue Code of 1986, as amendedamended (the “Code”) to the extent this Agreement is a “nonqualified deferred compensation plan” within the meaning of Code Section 409A(d)(1). Accordingly, and when this Section 7.11 applies, in the Treasury regulations event of any conflict between a provision of this Section 7.11 and any other authoritative provision of this Agreement, the provision of this Section 7.11 shall be controlling. Any reference in this Section 7.11 to Code Section 409A, including references to its subsections, is intended to include the regulations (including proposed regulations issued before final regulations) and other official guidance issued thereunderof the Department of the Treasury and the Internal Revenue Service as to Code Section 409A. This Agreement shall be considered a nonqualified deferred compensation plan to the extent that it provides “compensation deferred” for purposes of Section 409A, meaning, as to the Executive, a legally-binding right of his during a taxable year to compensation (including taxable non-cash benefits) that has not been actually or constructively received and included in gross income, and that, pursuant to the terms of this Agreement, is payable to (or on behalf of) him in a later year. (2) To the extent any payment or other benefit required under this Agreement represents compensation deferred for purposes of Code Section 409A, no such payment or other benefit shall be distributed to the Executive earlier than: (a) His “separation from service” with the Employer, as such term is interpreted in regulations under Section 409A; (b) The date he becomes “disabled” (as hereinafter defined); or (c) His death. For purposes of this Section 7.11(2), the Executive shall be considered “disabled” if (i) he is unable to engage in any substantial gainful activity by reason of any medically-determinable physical or mental impairment that can be expected to result in death or can be expect to last for a continuous period of not less than twelve (12) months; or (ii) he is, by reason of any medically-determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Employer. Alternatively, the Executive shall be considered “disabled” if he has been determined to be totally disabled by the Social Security Administration. (3) The time or schedule of any payment or other benefit required under this Agreement which represents compensation deferred for purposes of Code Section 409A shall not be accelerated, except as may be permitted under regulations under Section 409A. (4) If the Executive is entitled to a payment or other benefit that represents compensation deferred for purposes of Section 409A on account of his separation from service with the Employer, no such payment shall be made, and no such other benefit shall be provided, during a period beginning with the date of his separation from service and ending on the earlier of (i) the last day of the sixth month following his separation from service; or (ii) in the event of the Executive’s death following his separation from service, the date of his death (the “Delay Period”). Any payments not paid, and any other benefits not provided, during the Delay Period shall be accumulated and paid as soon as practicable following the Delay Period, but in any event within ten (10) days following the Delay Period. (5) For purposes of this Section 7.11, “compensation deferred” shall not include any payment or other benefit that is actually or constructively received by the Executive by the later of (i) the 15th day of the third month following his first taxable year in which the amount is no longer subject to a “substantial risk of forfeiture,” as such term is interpreted in regulations under Section 409A or (ii) the 15th day of the third month following the end of the Employer’s first taxable year in which the amount is no longer subject to a substantial risk of forfeiture. An amount that is never subject to a substantial risk of forfeiture shall be considered to be no longer subject to a substantial risk of forfeiture on the first date the Executive has a legally-binding right to such amount.

Compliance with Internal Revenue Code Section 409A. In the event that any compensation or other payments payable under this Agreement are subject to Section 409A, then Employee acknowledges and agrees that Employer shall adhere to the provisions of Section 409A and any regulations or other guidance issued thereunder. Employee agrees that he has reviewed or been advised to review (aand had ample opportunity to review) The Executive the provisions of this Agreement with applicable legal and tax counsel to ensure compliance with Section 409A and that Employer shall not be responsible for any adverse tax consequences experienced by Employee in connection with this Agreement. Employee’s right to receive any installment payments pursuant to this Agreement will be deemed treated as a right to have receive a series of separate payments. For purposes of this Agreement, references to “termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon employment” (and substantially similar phrases) will be interpreted to mean a “separation from service” within the meaning of Section 409A. (b) If at the time 409A. If, as of the Executivedate of Employee’s “separation from service” from Employer, (i) the Executive Employee is a “specified employee” (within the meaning of Section 409A 409A), then: (a) each installment of the Compensation Continuation that, in accordance with the dates and using terms set forth in this Agreement, will in all circumstances, regardless of when the methodology selected by “separation from service” occurs, be paid within the Companyshort-term deferral period (as defined in Section 409A) and (ii) the Company makes will be treated as a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (“short-term deferral” within the meaning of Treas. Reg. Section 409A1.409A-l(b)(4) to the maximum extent permissible under Section 409A and will be paid on the dates and terms set forth in this Agreement; and (b) each installment of the Compensation Continuation that is not described in clause (a) above and that would, absent this clause (b), be paid within the payment of which six-month period following Employee’s “separation from service” from Employer will not be paid until the date that is six months and one day after such “separation from service” (or, if earlier, Employee’s death), with any such installments that are required to be delayed pursuant to being accumulated during the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) period and will pay the remaining amount (if any) paid in a lump sum on the first business date that is six months and one day after such six month period. (c) To following Employee’s “separation from service” and any subsequent installments, if any, being paid in accordance with the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of dates and terms set forth in this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees preceding provisions of this clause (b) will not apply to any installment of the Compensation Continuation if and to the maximum extent that any that such amendment shall installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the Executive with economically equivalent payments application of Treas. Reg. Section 1.409A-l(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treas. Reg. Section 1.409A-l(b)(9)(iii) must be paid no later than the last day of Employee’s second taxable year following the taxable year in which the “separation from service” occurs. The determination of whether and benefitswhen Employee’s “separation from service” from Employer has occurred will be made in a manner consistent with, and based on the Executive agrees that any such amendment will not materially increase the cost topresumptions set forth in, or liability of, the Company with respect to any payment. (d) For Treas. Reg. Section l.409A-1(h). Solely for purposes of this Agreementparagraph, “Employer” will include all persons with whom Employer would be considered a single employer under Section 414(b) and 414(c) of the Code. All reimbursements and in-kind benefits provided under this Agreement will be made or provided in accordance with the requirements of Section 409A shall refer to the extent that such reimbursements or in-kind benefits are subject to Section 409A 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of any eligible expense will be made on or before the last day of the Internal Revenue Code of 1986, as amendedcalendar year following the year in which the expense is incurred, and (iv) the Treasury regulations and right to reimbursement is not subject to set off or liquidation or exchange for any other authoritative guidance issued thereunderbenefit.

Compliance with Internal Revenue Code Section 409A. To the extent necessary to ensure compliance with Code Section 409A (“Section 409A”), the provisions of this Section 8.11 shall govern in all cases over any contrary or conflicting provision in this Agreement. (a) The Executive will be deemed It is intended that this Agreement comply with the requirements of Section 409A and all guidance issued thereunder by the U.S. Internal Revenue Service with respect to have a termination of employment for purposes of determining the timing of any payments that are classified as nonqualified deferred compensation only subject to Section 409A. This Agreement shall be interpreted and administered to maximize the exemptions from Section 409A and, to the extent this Agreement provides for deferred compensation subject to Section 409A, to comply with Section 409A and to avoid the imposition of tax, interest and/or penalties upon a “separation from service” within Executive under Section 409A. The Corporation and the meaning of Bank do not, however, assume any economic burdens associated with Section 409A. (b) If at To the time of the Executive’s separation from service, (i) the Executive is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order extent necessary to comply with Section 409A (i.e.409A, any amount that satisfies an exception under in no event may the Section 409A rules from being categorized as deferred compensation) and will pay Executive, directly or indirectly, designate the remaining amount (if any) in a lump sum on the first business day after such six month periodtaxable year of payment. (c) To the extent necessary to comply with Section 409A, references in this Agreement to “termination of employment” or “terminates employment” (and similar references) shall have the Executive would be same meaning as “separation from service” under Section 409A(a)(2)(A)(i) and any governing Internal Revenue Service guidance and Treasury regulations (“Separation from Service”), and no payment subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as that is payable upon a result termination of any provision of this Agreement, such provision employment shall be deemed amended to the minimum extent necessary to avoid application of such tax paid unless and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive until (and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under not later than applicable in compliance with Section 409A; provided, however, that ) the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any paymentincurs a Separation from Service. (d) For purposes To the extent that any payment of or reimbursement by the Employer to the Executive of eligible expenses under this Agreement constitutes a “deferral of compensation” within the meaning of Section 409A (a “Reimbursement”) (i) the Executive must request the Reimbursement (with substantiation of the expense incurred) no later than 90 days following the date on which the Executive incurs the corresponding eligible expense; (ii) subject to any shorter time period provided in any Employer expense reimbursement policy or specifically provided otherwise in this Agreement, Section 409A the Employer shall refer make the Reimbursement to Section 409A the Executive on or before the last day of the Internal Revenue Code of 1986, as amended, and calendar year following the Treasury regulations and calendar year in which the Executive incurred the eligible expense; (iii) the Executive’s right to Reimbursement shall not be subject to liquidation or exchange for another benefit; (iv) the amount eligible for Reimbursement in one calendar year shall not affect the amount eligible for Reimbursement in any other authoritative guidance issued thereundercalendar year; and (v) except as specifically provided otherwise in this Agreement, the period during which the Executive may incur expenses that are eligible for Reimbursement is limited to five calendar years following the calendar year in which the termination date occurs.

Compliance with Internal Revenue Code Section 409A. A. Notwithstanding anything herein to the contrary, all lump sum payments and gross up payments to be made pursuant to this Agreement shall be paid not later than the fifteenth day of the third month following the later of the end of the taxable year of Executive in which Executive’s Date of Termination occurs, or the end of the taxable year of the Company (aor any successor thereto) in which such Date of Termination occurs. B. This Agreement is not intended to provide for any deferral of compensation subject to Code Section 409A and, accordingly, the benefits provided pursuant to this Agreement are intended to be paid not later than the later of: (i) the fifteenth day of the third month following Executive’s first taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day of the third month following the first taxable year of the Company in which such benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. The date determined under this subsection is referred to as the “Short-Term Deferral Date.” C. Notwithstanding anything to the contrary herein, in the event that any benefits provided pursuant to this Agreement are not actually or constructively received by the Executive will on or before the Short-Term Deferral Date, to the extent such benefit constitutes a deferral of compensation subject to Code Section 409A, then: (i) subject to clause (ii), such benefit shall be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only paid upon a “Executive’s separation from service” service within the meaning of Section 409A. (b409A(a)(2)(A)(i) If at the time of the Executive’s separation Code, and any other Treasury Regulations and other guidance thereunder (“Separation from serviceService”) with respect to the Company and its affiliates, and (iii) the if Executive is a “specified employee,” (within the meaning of as defined in Code Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A409A(a)(2)(B)(i), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to the Company and its affiliates, such benefit shall be paid upon the date which is six months after the date of Executive’s Separation from Service (or, if earlier, the date of Executive’s death). In the event that any paymentbenefit provided for in this Agreement is subject to this subsection, such benefit shall be paid on the sixtieth day following the payment date determined under this subsection, and shall be made subject to the requirements of Sections 4 and 5, as applicable. (d) For purposes of this Agreement, Section 409A 16. The Agreement shall refer to Section 409A of remain in force and effect in accordance with the Internal Revenue Code of 1986terms and conditions thereof, as amended, and the Treasury regulations and any other authoritative guidance issued thereunderamended by this Amendment.

Compliance with Internal Revenue Code Section 409A. (a) The Company and Executive will agree that, notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and operated so that the payment of the benefits set forth herein either shall either be exempt from the requirements of section 409A of the Code or shall comply with the requirements of such provision. References in this Agreement to section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under section 409A of the Code. Executive hereby acknowledges that he has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to Executive of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Code section 409A and applicable State tax law. Executive hereby agrees to bear the entire risk of any such adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to Code Section 409A, that no representations have a termination of employment for purposes of determining been made to Executive relating to the timing tax treatment of any payments payment pursuant to this Agreement under Code Section 409A and the corresponding provisions of any applicable State income tax laws, and that are classified as deferred compensation only in no event shall the Company be liable to Executive for or with respect to any taxes, penalties or interest which may be imposed upon a “separation from service” within the meaning of Executive pursuant to Section 409A. (b) If at If, on the time date of the Executive’s separation Separation from serviceService, (i) the Executive is a “specified employee” (within ”, as defined in section 409A of the meaning Code, of Section 409A and using the methodology selected by the Company, and if any payments or benefits under this Agreement payable upon Executive’s Separation from Service will result in additional tax or interest to the Executive because of section 409A of the Code, then despite any provision of this Agreement to the contrary the Executive will not be entitled to the payments or benefits until the earlier of (x) the date that is six months and one day after Executive’s Separation from Service for reasons other than the Executive’s death, and (iiy) the Company makes a good faith determination that an amount payable date of the Executive’s death. After the end of the period during which payments or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A)are delayed under this provision, the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on of the otherwise scheduled payment date but will instead pay on delayed payments and benefits shall be paid to the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) Executive in a single lump sum on the first business day after such six month periodsum, without interest. (c) To With respect to reimbursements and in-kind benefits made to Executive pursuant to Sections 8 and 9, if any, which are not otherwise excludible from Executive’s gross income, to the extent required to comply with the provisions of section 409A of the Code, no reimbursement of such expenses incurred by Executive would during any taxable year of Executive shall be made after the last day of the following taxable year, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and the right to reimbursement of such expenses or such in-kind benefits shall not be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, liquidation or liability of, the Company with respect to any paymentexchange for another benefit. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunder.

Compliance with Internal Revenue Code Section 409A. If Employee is a "specified employee" of the Company or any affiliate thereof (aor any successor entity thereto) The Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (b409A(a)(2)(B)(i) If at the time of the Executive’s separation from service, (i) the Executive is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amendedamended (the "Code") on the date of any "separation from service" with the Company within the meaning of Treas. Reg. Section 1.409A-1(h), then (i) any term life insurance premiums to be paid by the Company pursuant to paragraph 10(a) (the "Life Insurance Premiums") shall not be paid by the Company (and Employee shall make his own provision to pay such premiums) until the earlier of: (x) the date that is six (6) months after the date of such "separation from service," or (y) the date of Employee's death (such date, the "Delayed Life Insurance Premium Payment Date"), and the Treasury regulations Company (or the successor entity thereto, as applicable) shall (A) pay to Employee a lump sum amount equal to the sum of the Life Insurance Premiums that otherwise would have been paid on Employee's behalf on or before the Delayed Life Insurance Premium Payment Date, without any adjustment on account of such delay, and (B) continue the Life Insurance Premiums in accordance with the balance of any other authoritative guidance issued thereunder.remaining period required by paragraph 10(a); and (ii) any severance payments pursuant to paragraph 10(d) (the "Severance Payments") shall be delayed until the earlier of: (x) the date that is six (6) months after the date of such "separation from service," or (y) the date of Employee's death (such date, the "Delayed Payment Date"), and the Company (or the successor entity thereto, as applicable) shall (A) pay to Employee a lump sum amount equal to the sum of the Severance Payments that otherwise would have been paid to Employee on or before the Delayed Payment Date, without any adjustment on account of such delay, and (B) continue the Severance Payments in accordance with any applicable payment schedule set forth for the balance of the period specified in paragraph 10(d). A new paragraph 10(f) of the Employment Agreement is hereby added, to read in its entirety as follows:

Compliance with Internal Revenue Code Section 409A. (a) The Executive will be deemed All payments provided under this Agreement are intended to have a termination of employment constitute separate payments for purposes of determining Treas. Reg. Section 1.409A-2(b)(2). If Executive is a "specified employee" of the timing of Company or any payments that are classified as deferred compensation only upon a “separation from service” affiliate thereof (or any successor entity thereto) within the meaning of Section 409A. (b409A(a)(2)(B)(i) If at the time of the Executive’s separation from serviceCode on the date of any Qualifying Termination, then any lump sum severance payment pursuant to Section 2(a) (the "Severance Payment") shall be delayed until the earlier of: (i) the Executive date that is a “specified employee” six (within 6) months after the meaning date of Section 409A and using the methodology selected by the Company) and Qualifying Termination, or (ii) the date of Executive's death (such date, the "Delayed Payment Date"), and the Company makes a good faith determination that an amount payable (or the benefits successor entity thereto, as applicable) shall pay to be provided hereunder constitutes deferred compensation (within Executive the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) Severance Payment in a lump sum on the first business day Delayed Payment Date, without any adjustment on account of such delay. (b) If Executive is a "specified employee" of the Company or any affiliate thereof (or any successor entity thereto) within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of any Qualifying Termination, then any continuing coverage payments by the Company pursuant to Section 2(b) that either (i) are not otherwise excluded from the definition of a "nonqualified deferred compensation plan" pursuant to Treas. Reg. Section 1.409A-1(a)(5), or (ii) are amounts reimbursed for medical expenses that otherwise provide for a deferral of compensation pursuant to Treas. Reg. Section 1.409A-1(b)(9)(v)(B) (the "Continuing Coverage Payments") shall not be provided by the Company (and Executive shall make his own provisions for such continuing coverage) until the earlier of: (x) the date that is six (6) months after the date of the Qualifying Termination, or (y) the date of Executive's death (such six month date, the "Delayed Initial Continuing Coverage Payment Date"), and the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Continuing Coverage Payments that otherwise would have been paid on Executive's behalf on or before the Delayed Initial Continuing Coverage Payment Date, without any adjustment on account of such delay, and (B) continue the Continuing Coverage Payments in accordance with any applicable payment schedules set forth herein for the balance of the twelve (12)-month period. (c) To The Gross-Up Payment provided under Section 2(c) shall be paid by the extent end of Executive's taxable year next following the Executive's taxable year in which the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to remits the related taxes as provided under Treas. Reg. Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment1.409A-3(i)(1)(v). (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunder.

Compliance with Internal Revenue Code Section 409A. (a) The Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (b) If at the time of the Executive’s separation from service, (i) the Executive is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.99. 1. The Executive and the Company Bank agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company Bank with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunder.

Compliance with Internal Revenue Code Section 409A. In the event that any compensation or other payments payable under this Agreement are subject to Section 409A, then Executive acknowledges and agrees that Employer shall adhere to the provisions of Section 409A and any regulations or other guidance issued thereunder. Executive agrees that Executive bas reviewed or been advised to review (aand had ample opportunity to review) The the provisions of this Agreement with applicable legal and tax counsel to ensure compliance with Section 409A and that Employer shall not be responsible for any adverse tax consequences experienced by Executive in connection with this Agreement. Executive's right to receive any installment payments pursuant to this Agreement will be deemed treated as a right to have receive a series of separate payments. For purposes of this Agreement, references to "termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon employment" (and substantially similar phrases) will be interpreted to mean a “"separation from service” " within the meaning of Section 409A. (b) If at the time 409A. If, as of the date of Executive’s ' s "separation from service" from Employer, (i) the Executive is a “"specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation Executive" (within the meaning of Section 409A), then: (a) each installment of the payment Compensation Continuation that, in accordance with the dates and terms set forth in this Agreement , will in all circumstances, regardless of which when the "separation from service" occurs, be paid within the short-term deferral period (as defined in Section 409A) will be treated as a "short-term deferral" within the meaning of Treas. Reg. Section l. 409A- l(b)(4) to the maximum extent permissible under Section 409A and will be paid on the dates and terms set forth in this Agreement; and (b) each installment of the Compensation Continuation that is not described in clause (a) above and that would, absent this clause (b), be paid within the six-month period following Executive's "separation from service" from Employer will not be paid until the date that is six months and one day after such "separation from service" (or, if earlier, Executive's death), with any such installments that are required to be delayed pursuant to being accumulated during the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) period and will pay the remaining amount (if any) paid in a lump sum on the first business date that is six months and one day after such six month period. (c) To following Executive's "separation from service" and any subsequent installments , if any, being paid in accordance with the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of dates and terms set forth in this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees preceding provisions of this clause (b) will not apply to any installment of the Compensation Continuation if and to the maximum extent that any that such amendment shall installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the Executive with economically equivalent payments application of Treas. Reg. Section l.409A-l(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Txxxx. Reg. Section l. 409A-l(b)(9)(iii) must be paid no later than the last day of Executive' s second taxable year following the taxable year in which the "separation from service" occurs. The determination of whether and benefitswhen Executive's "separation from service" from Employer has occurred will be made in a manner consistent with, and based on the Executive agrees that any such amendment will not materially increase the cost topresumptions set forth in, or liability of, the Company with respect to any payment. Treas. Reg. Section l.409A- l (d) For h). Solely for purposes of this Agreementparagraph, "Employer" will include all persons with whom Employer would be considered a single employer under Section 414(b) and 414(c) of the Code. All reimbursements and in-kind benefits provided under this Agreement will be made or provided in accordance with the requirements of Section 409A shall refer to the extent that such reimbursements or in-kind benefits are subject to Section 409A 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive's lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of any eligible expense will be made on or before the last day of the Internal Revenue Code of 1986, as amendedcalendar year following the year in which the expense is incurred, and (iv) the Treasury regulations and right to reimbursement is not subject to set off or liquidation or exchange for any other authoritative guidance issued thereunder.benefit. 4856-3331-9237.1 / 118132-1000

Compliance with Internal Revenue Code Section 409A. To the extent applicable, the parties intend that this Agreement comply with the provisions of Internal Revenue Code (athe “Code”) The section 409A in order to avoid any penalty sanctions under that section. Accordingly, notwithstanding anything to the contrary in this Agreement, this Agreement and the payments and benefits hereunder shall be subject to the provisions set forth below: a. This Agreement shall be construed, administered, and governed in a manner consistent with this intent. Any provision that would cause any amount payable or benefit provided under this Agreement to be includable in the gross income of Executive will under Code section 409A(a)(1) shall have no force and effect unless and until amended to cause such amount or benefit to not be deemed so includable. Such amendment (i) may be retroactive to have the extent permitted by Code section 409A and (i) may be made by the Company without the consent of Executive, provided that any such amendment shall preserve to the maximum extent possible the economic benefits for Executive contemplated in this Agreement (taking into account the time value of money). b. Payments and benefits hereunder upon Executive’s termination of employment with the Company that constitute deferred compensation under Code section 409A payable shall be paid or provided only at the time of a termination of Executive’s employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon which constitutes a “separation from service” within the meaning of Section 409A.Code section 409A (subject to a possible six-month delay pursuant to the next paragraph). (b) If at c. To the time of the Executive’s separation from service, (i) the extent that Executive is a “specified employee” at the time of Executive’s “separation from service” (in each case within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section Code section 409A), the payment of which is required then any payments hereunder that are subject to Code section 409A that would otherwise be delayed pursuant to paid during the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount period commencing on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules of Executive’s separation from being categorized as deferred compensation) service shall be accumulated and will pay the remaining amount (if any) in a lump sum paid on the first business day after following the end of such six six-month period. (c) To d. For purposes of Code section 409A, the extent the Executive would right to a series of payments under this Agreement shall be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A treated as a result right to a series of any provision separate payments so that each payment hereunder is designated as a separate payment for purposes of Code section 409A. e. All reimbursements and in kind benefits provided under this Agreement, such provision shall be deemed amended made or provided in accordance with the requirements of Code section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the minimum extent necessary reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary reimbursement or in kind benefits is not subject to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of liquidation or exchange for another benefit. f. References in this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, Code section 409A include both that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A section of the Internal Revenue Code of 1986, as amended, and the Treasury regulations itself and any other authoritative guidance issued promulgated thereunder.

Compliance with Internal Revenue Code Section 409A. Compliance with Internal Revenue Code Section 409A (a“Section 409A”). In the event that any compensation or other payments payable under this Agreement are subject to Section 409A, then Employee acknowledges and agrees that Employer shall adhere to the provisions of Section 409A and any regulations or other guidance issued thereunder. Employee agrees that he has reviewed or been advised to review (and had ample opportunity to review) The Executive the provisions of this Agreement with applicable legal and tax counsel to ensure compliance with Section 409A and that Employer shall not be responsible for any adverse tax consequences experienced by Employee in connection with this Agreement. Employee’s right to receive any installment payments pursuant to this Agreement will be deemed treated as a right to have receive a series of separate payments. For purposes of this Agreement, references to “termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon employment” (and substantially similar phrases) will be interpreted to mean a “separation from service” within the meaning of Section 409A. (b) If at the time 409A. If, as of the Executivedate of Employee’s “separation from service” from Employer, (i) the Executive Employee is a “specified employee” (within the meaning of Section 409A 409A), then: (a) each installment of the Compensation Continuation that, in accordance with the dates and using terms set forth in this Agreement, will in all circumstances, regardless of when the methodology selected by “separation from service” occurs, be paid within the Companyshort-term deferral period (as defined in Section 409A) and (ii) the Company makes will be treated as a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (“short-term deferral” within the meaning of Treas. Reg. Section 409A1.409A-l(b)(4) to the maximum extent permissible under Section 409A and will be paid on the dates and terms set forth in this Agreement; and (b) each installment of the Compensation Continuation that is not described in clause (a) above and that would, absent this clause (b), be paid within the payment of which six-month period following Employee’s “separation from service” from Employer will not be paid until the date that is six months and one day after such “separation from service” (or, if earlier, Employee’s death), with any such installments that are required to be delayed pursuant to being accumulated during the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) period and will pay the remaining amount (if any) paid in a lump sum on the first business date that is six months and one day after such six month period. (c) To following Employee’s “separation from service” and any subsequent installments, if any, being paid in accordance with the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of dates and terms set forth in this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees preceding provisions of this clause (b) will not apply to any installment of the Compensation Continuation if and to the maximum extent that any that such amendment shall installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the Executive with economically equivalent payments application of Treas. Reg. Section 1.409A-l(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treas. Reg. Section 1.409A-l(b)(9)(iii) must be paid no later than the last day of Employee’s second taxable year following the taxable year in which the “separation from service” occurs. The determination of whether and benefitswhen Employee’s “separation from service” from Employer has occurred will be made in a manner consistent with, and based on the Executive agrees that any such amendment will not materially increase the cost topresumptions set forth in, or liability of, the Company with respect to any payment. (d) For Treas. Reg. Section l.409A-1(h). Solely for purposes of this Agreementparagraph, “Employer” will include all persons with whom Employer would be considered a single employer under Section 414(b) and 414(c) of the Code. All reimbursements and in-kind benefits provided under this Agreement will be made or provided in accordance with the requirements of Section 409A shall refer to the extent that such reimbursements or in-kind benefits are subject to Section 409A 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of any eligible expense will be made on or before the last day of the Internal Revenue Code of 1986, as amendedcalendar year following the year in which the expense is incurred, and (iv) the Treasury regulations and right to reimbursement is not subject to set off or liquidation or exchange for any other authoritative guidance issued thereunder.benefit..

Compliance with Internal Revenue Code Section 409A. In the event that any compensation or other payments payable under this Agreement are subject to Section 409A, then Executive acknowledges and agrees that Employer shall adhere to the provisions of Section 409A and any regulations or other guidance issued thereunder. Executive agrees that Executive bas reviewed or been advised to review (aand had ample opportunity to review) The the provisions of this Agreement with applicable legal and tax counsel to ensure compliance with Section 409A and that Employer shall not be responsible for any adverse tax consequences experienced by Executive in connection with this Agreement. Executive's right to receive any installment payments pursuant to this Agreement will be deemed treated as a right to have receive a series of separate payments. For purposes of this Agreement, references to "termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon employment" (and substantially similar phrases) will be interpreted to mean a “"separation from service” " within the meaning of Section 409A. (b) If at the time 409A. If, as of the date of Executive’s ' s "separation from service" from Employer, (i) the Executive is a “"specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation Executive" (within the meaning of Section 409A), then: (a) each installment of the payment Compensation Continuation that, in accordance with the dates and terms set forth in this Agreement ,will in all circumstances, regardless of which when the "separation from service" occurs, be paid within the short-term deferral period (as defined in Section 409A) will be treated as a "short-term deferral" within the meaning of Treas. Reg. Section l. 409A- l(b)(4) to the maximum extent permissible under Section 409A and will be paid on the dates and terms set forth in this Agreement; and (b) each installment of the Compensation Continuation that is not described in clause (a) above and that would, absent this clause (b), be paid within the six-month period following Executive's "separation from service" from Employer will not be paid until the date that is six months and one day after such "separation from service" (or, if earlier, Executive's death), with any such installments that are required to be delayed pursuant to being accumulated during the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) period and will pay the remaining amount (if any) paid in a lump sum on the first business date that is six months and one day after such six month period. (c) To following Executive's "separation from service" and any subsequent installments , if any, being paid in accordance with the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of dates and terms set forth in this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees preceding provisions of this clause (b) will not apply to any installment of the Compensation Continuation if and to the maximum extent that any that such amendment shall installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the Executive with economically equivalent payments application of Treas. Reg. Section l.409A-l(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Xxxxx. Reg. Section l. 409A-l(b)(9)(iii) must be paid no later than the last day of Executive' s second taxable year following the taxable year in which the "separation from service" occurs. The determination of whether and benefitswhen Executive's "separation from service" from Employer has occurred will be made in a manner consistent with, and based on the Executive agrees that any such amendment will not materially increase the cost topresumptions set forth in, or liability of, the Company with respect to any payment. Treas. Reg. Section l.409A- l (d) For h). Solely for purposes of this Agreementparagraph, "Employer" will include all persons with whom Employer would be considered a single employer under Section 414(b) and 414(c) of the Code. All reimbursements and in-kind benefits provided under this Agreement will be made or provided in accordance with the requirements of Section 409A shall refer to the extent that such reimbursements or in-kind benefits are subject to Section 409A 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive's lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of any eligible expense will be made on or before the last day of the Internal Revenue Code of 1986, as amendedcalendar year following the year in which the expense is incurred, and (iv) the Treasury regulations and right to reimbursement is not subject to set off or liquidation or exchange for any other authoritative guidance issued thereunderbenefit.

Compliance with Internal Revenue Code Section 409A. (a) The Executive will be deemed to have a termination Bank and Employee intend that their exercise of authority or discretion under this Employment Agreement shall comply with Code Section 409A. If when the Employee’s employment for purposes of determining terminates, the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (b) If at the time of the Executive’s separation from service, (i) the Executive Employee is a “specified employee,” as defined in Code Section 409A(a)(2)(B)(i) and, as a result, the postponement of any payments under this Employment Agreement or otherwise is necessary to avoid additional tax or interest to the Employee because of Code Section 409A, then despite any provision of this Employment Agreement or other plan or agreement to the contrary, the Employee will not be entitled to the payments until the earliest of: (a) the date that is at least six months after the Employee’s separation from service (within the meaning of Code Section 409A and using 409A) for reasons other than the methodology selected by the Company) and Employee’s death, (iib) the Company makes a good faith determination date of the Employee’s death, or (c) any earlier date that an amount payable does not result in additional tax or interest to the benefits to be provided hereunder constitutes deferred compensation Employee under Code Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision (within the meaning of Section 409A“Delay Period”), the payment entire amount of which is required to the delayed payments shall be delayed pursuant paid to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) Employee in a single lump sum on with any remaining payments to commence in accordance with the first business day after such six month period. (c) To terms of this Employment Agreement or other applicable plan or agreement. Notwithstanding the foregoing, to the extent that the Executive Delay Period applies to the provision of any ongoing or substitute welfare benefits to Employee, Bank and Employee shall mutually cooperate to restructure such arrangement, to the extent practicable, so that no disruption in benefits occurs, the original intent and economic benefit of the arrangement is preserved, and Bank is not subjected to additional costs or expenses (e.g., if no delay would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result required if Employee paid the premiums for such welfare benefits, Employee shall pay such premiums during the Delay Period and Bank shall reimburse Employee for such amounts immediately following expiration of the Delay Period). If any provision of this AgreementEmployment Agreement does not satisfy the requirements of Code Section 409A, such provision shall nevertheless be deemed amended applied in a manner consistent with those requirements. If any provision of this Employment Agreement would subject the Employee to additional tax or interest under Code Section 409A, Bank shall, after consulting with the Employee, reform the provision to comply with Code Section 409A. In reforming any such provision, Bank shall maintain, to the minimum maximum extent necessary practicable, the original intent and economic benefit of the applicable provision without subjecting Employee to avoid application of such additional tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409Aor interest; provided, however, that the Executive agrees that Bank shall not be obligated to incur any such amendment shall provide the Executive with economically equivalent payments and benefitsadditional costs or expenses as a result of reforming any provision. References in this Employment Agreement to Code Section 409A include rules, regulations, and guidance of general application issued by the Executive agrees that any such amendment will not materially increase Department of the cost to, or liability ofTreasury under Code Section 409A. 4. Except as amended by this Amendment, the Company with respect to any paymentEmployment Agreement shall remain in full force and effect without modification or revision. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunder.

Compliance with Internal Revenue Code Section 409A. A. Notwithstanding anything herein to the contrary, all lump sum payments and gross up payments to be made pursuant to this Agreement shall be paid not later than the fifteenth day of the third month following the later of the end of the taxable year of Executive in which Executive’s Date of Termination occurs, or the end of the taxable year of the Company (aor any successor thereto) in which such Date of Termination occurs. B. This Agreement is not intended to provide for any deferral of compensation subject to Code Section 409A and, accordingly, the benefits provided pursuant to this Agreement are intended to be paid not later than the later of: (i) the fifteenth day of the third month following Executive’s first taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day of the third month following the first taxable year of the Company in which such benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. The date determined under this subsection is referred to as the “Short-Term Deferral Date.” C. Notwithstanding anything to the contrary herein, in the event that any benefits provided pursuant to this Agreement are not actually or constructively received by the Executive will on or before the Short-Term Deferral Date, to the extent such benefit constitutes a deferral of compensation subject to Code Section 409A, then: (i) subject to clause (ii), such benefit shall be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only paid upon a “Executive’s separation from service” service within the meaning of Section 409A. (b409A(a)(2)(A)(i) If at the time of the Executive’s separation Code, and any other Treasury Regulations and other guidance thereunder (“Separation from serviceService”) with respect to the Company and its affiliates, and (iii) the if Executive is a “specified employee,” (within the meaning of as defined in Code Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A409A(a)(2)(B)(i), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to the Company and its affiliates, such benefit shall be paid upon the date which is six months after the date of Executive’s Separation from Service (or, if earlier, the date of Executive’s death). In the event that any paymentbenefit provided for in this Agreement is subject to this subsection, such benefit shall be paid on the sixtieth day following the payment date determined under this subsection, and shall be made subject to the requirements of Sections 7.2 and 7.3, as applicable. (d) For purposes of this Agreement, Section 409A 17. The Agreement shall refer to Section 409A of remain in force and effect in accordance with the Internal Revenue Code of 1986terms and conditions thereof, as amended, and the Treasury regulations and any other authoritative guidance issued thereunderamended by this Amendment.

Compliance with Internal Revenue Code Section 409A. (a) The Notwithstanding anything herein to the contrary, all lump sum payments and gross up payments to be made pursuant to this Agreement shall be paid not later than the fifteenth day of the third month following the later of the end of the taxable year of Executive will be deemed to have a termination in which Executive’s Date of employment for purposes Termination occurs, or the end of determining the timing taxable year of the Company (or any payments that are classified as deferred compensation only upon a “separation from service” within the meaning successor thereto) in which such Date of Section 409A.Termination occurs. (b) If at This Agreement is not intended to provide for any deferral of compensation subject to Code Section 409A and, accordingly, the time of benefits provided pursuant to this Agreement are intended to be paid not later than the Executive’s separation from service, later of: (i) the fifteenth day of the third month following Executive’s first taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day of the third month following the first taxable year of the Company in which such benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. The date determined under this subsection is referred to as the “Short-Term Deferral Date.” (c) Notwithstanding anything to the contrary herein, in the event that any benefits provided pursuant to this Agreement are not actually or constructively received by the Executive on or before the Short-Term Deferral Date, to the extent such benefit constitutes a deferral of compensation subject to Code Section 409A, then: (i) subject to clause (ii), such benefit shall be paid upon Executive’s Separation from Service with respect to the Company and its affiliates, and (ii) if Executive is a “specified employee,” (within the meaning of as defined in Code Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A409A(a)(2)(B)(i), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to the Company and its affiliates, such benefit shall be paid upon the date which is six months after the date of Executive’s Separation from Service (or, if earlier, the date of Executive’s death). In the event that any payment. (d) For purposes benefit provided for in this Agreement is subject to this subsection, such benefit shall be paid on the sixtieth day following the payment date determined under this subsection, and shall be made subject to the requirements of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986Sections 7.2 and 7.3, as amended, and the Treasury regulations and any other authoritative guidance issued thereunderapplicable.

Compliance with Internal Revenue Code Section 409A. In the event that any compensation or other payments payable under this Agreement are subject to Section 409A, then Executive acknowledges and agrees that Employer shall adhere to the provisions of Section 409A and any regulations or other guidance issued thereunder. Executive agrees that Executive bas reviewed or been advised to review (aand had ample opportunity to review) The the provisions of this Agreement with applicable legal and tax counsel to ensure compliance with Section 409A and that Employer shall not be responsible for any adverse tax consequences experienced by Executive in connection with this Agreement. Executive's right to receive any installment payments pursuant to this Agreement will be deemed treated as a right to have receive a series of separate payments. For purposes of this Agreement, references to "termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon employment" (and substantially similar phrases) will be interpreted to mean a “"separation from service” " within the meaning of Section 409A. (b) If at the time 409A. If, as of the date of Executive’s ' s "separation from service" from Employer, (i) the Executive is a “"specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation Executive" (within the meaning of Section 409A), then: (a) each installment of the payment Compensation Continuation that, in accordance with the dates and terms set forth in this Agreement , will in all circumstances, regardless of which when the "separation from service" occurs, be paid within the short-term deferral period (as defined in Section 409A) will be treated as a "short-term deferral" within the meaning of Treas. Reg. Section l. 409A- l(b)(4) to the maximum extent permissible under Section 409A and will be paid on the dates and terms set forth in this Agreement; and (b) each installment of the Compensation Continuation that is not described in clause (a) above and that would, absent this clause (b), be paid within the six-month period following Executive's "separation from service" from Employer will not be paid until the date that is six months and one day after such "separation from service" (or, if earlier, Executive's death), with any such installments that are required to be delayed pursuant to being accumulated during the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) period and will pay the remaining amount (if any) paid in a lump sum on the first business date that is six months and one day after such six month period. (c) To following Executive's "separation from service" and any subsequent installments , if any, being paid in accordance with the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of dates and terms set forth in this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees preceding provisions of this clause (b) will not apply to any installment of the Compensation Continuation if and to the maximum extent that any that such amendment shall installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the Executive with economically equivalent payments application of Treas. Reg. Section l.409A-l(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Xxxxx. Reg. Section l. 409A-l(b)(9)(iii) must be paid no later than the last day of Executive' s second taxable year following the taxable year in which the "separation from service" occurs. The determination of whether and benefitswhen Executive's "separation from service" from Employer has occurred will be made in a manner consistent with, and based on the Executive agrees that any such amendment will not materially increase the cost to4856-3331-9237.1 / 118132-1000 presumptions set forth in, or liability of, the Company with respect to any payment. Treas. Reg. Section l.409A- l (d) For h). Solely for purposes of this Agreementparagraph, "Employer" will include all persons with whom Employer would be considered a single employer under Section 414(b) and 414(c) of the Code. All reimbursements and in-kind benefits provided under this Agreement will be made or provided in accordance with the requirements of Section 409A shall refer to the extent that such reimbursements or in-kind benefits are subject to Section 409A 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive's lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of any eligible expense will be made on or before the last day of the Internal Revenue Code of 1986, as amendedcalendar year following the year in which the expense is incurred, and (iv) the Treasury regulations and right to reimbursement is not subject to set off or liquidation or exchange for any other authoritative guidance issued thereunderbenefit.

Compliance with Internal Revenue Code Section 409A. (a) The Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (b) If at the time of the Executive’s separation from service, (i) the Executive is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the CompanyBank) and (ii) the Company Bank makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Bank will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company Bank agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company Bank with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and any other authoritative guidance issued thereunder.

Compliance with Internal Revenue Code Section 409A. ​ HVIA and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Internal Revenue Code of 1986 ("Section 409(A)"). Any payments made pursuant to this Agreement shall be subject to applicable tax or similar withholding requirements under applicable federal, state or local employment or income tax laws or similar statutes or other provisions of law then in effect. ​ (a) The Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (b) If at the time of when the Executive’s separation from service, (i) employment terminates the Executive is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A as defined in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Article 5, will result in additional tax or interest to the Executive because of Section 409A, then despite any contrary provision of this Section 8.9, such payments shall be made on the first to occur of the (x) a date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under Section 409A. As promptly as amendedpossible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, HVIA shall reform the provision. However, HVIA shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and HVIA shall not be required to incur any additional compensation expense as a result of the Treasury regulations reformed provision. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. Notwithstanding any provision of this Agreement to the contrary, to the extent any payments due to Executive under this Agreement are conditioned upon and subject to execution of a release, such payments will commence within the 90 day period following the termination of employment (as applicable) on the next scheduled payment date following the date the release becomes effective and will be payable in accordance with HVIA’s ordinary payroll practices, except that if the period spans two taxable years, the payment will commence in the later of the two years. ​ (b) For purposes of Section 409A of the Code, each payment made under this Agreement shall be designated as a "separate payment" within the meaning of the Section 409A of the Code, and references herein to Executive’s "termination of employment" shall refer to Executive’s separation from service with HVIA within the meaning of Section 409A. To the extent any other authoritative guidance issued thereunder.reimbursements or in-kind benefits due to Executive under this Agreement constitute "deferred compensation" under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A- 3 (i)(1)(iv). ​

Compliance with Internal Revenue Code Section 409A. In the event that any compensation or other payments payable under this Agreement are subject to Section 409A, then Employee acknowledges and agrees that Employer shall adhere to the provisions of Section 409A and any regulations or other guidance issued thereunder. Employee agrees that she has reviewed or been advised to review (aand had ample opportunity to review) The Executive the provisions of this Agreement with applicable legal and tax counsel to ensure compliance with Section 409A and that Employer shall not be responsible for any adverse tax consequences experienced by Employee in connection with this Agreement. Employee’s right to receive any installment payments pursuant to this Agreement will be deemed treated as a right to have receive a series of separate payments. For purposes of this Agreement, references to “termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon employment” (and substantially similar phrases) will be interpreted to mean a “separation from service” within the meaning of Section 409A. (b) If at the time 409A. If, as of the Executivedate of Employee’s “separation from service” from Employer, (i) the Executive Employee is a “specified employee” (within the meaning of Section 409A 409A), then: (a) each installment of the Compensation Continuation that, in accordance with the dates and using terms set forth in this Agreement, will in all circumstances, regardless of when the methodology selected by “separation from service” occurs, be paid within the Companyshort-term deferral period (as defined in Section 409A) and (ii) the Company makes will be treated as a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (“short-term deferral” within the meaning of Treas. Reg. Section 409A1.409A- l(b)(4) to the maximum extent permissible under Section 409A and will be paid on the dates and terms set forth in this Agreement; and (b) each installment of the Compensation Continuation that is not described in clause (a) above and that would, absent this clause (b), be paid within the payment of which six-month period following Employee’s “separation from service” from Employer will not be paid until the date that is six months and one day after such “separation from service” (or, if earlier, Employee’s death), with any such installments that are required to be delayed pursuant to being accumulated during the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) period and will pay the remaining amount (if any) paid in a lump sum on the first business date that is six months and one day after such six month period. (c) To following Employee’s “separation from service” and any subsequent installments, if any, being paid in accordance with the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of dates and terms set forth in this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees preceding provisions of this clause (b) will not apply to any installment of the Compensation Continuation if and to the maximum extent that any that such amendment shall installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the Executive with economically equivalent payments application of Treas. Reg. Section 1.409A-l(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treas. Reg. Section 1.409A-l(b)(9)(iii) must be paid no later than the last day of Employee’s second taxable year following the taxable year in which the “separation from service” occurs. The determination of whether and benefitswhen Employee’s “separation from service” from Employer has occurred will be made in a manner consistent with, and based on the Executive agrees that any such amendment will not materially increase the cost topresumptions set forth in, or liability of, the Company with respect to any payment. (d) For Treas. Reg. Section l.409A-1(h). Solely for purposes of this Agreementparagraph, “Employer” will include all persons with whom Employer would be considered a single employer under Section 414(b) and 414(c) of the Code. All reimbursements and in-kind benefits provided under this Agreement will be made or provided in accordance with the requirements of Section 409A shall refer to the extent that such reimbursements or in-kind benefits are subject to Section 409A 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of any eligible expense will be made on or before the last day of the Internal Revenue Code of 1986, as amendedcalendar year following the year in which the expense is incurred, and (iv) the Treasury regulations and right to reimbursement is not subject to set off or liquidation or exchange for any other authoritative guidance issued thereunderbenefit.

Compliance with Internal Revenue Code Section 409A. (a) The Executive will be deemed If any compensation or benefits provided by this Agreement may result in the application of Section 409A of the Code, the Bank shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to have a termination exclude such compensation from the definition of employment for purposes of determining the timing of any payments that are classified as “deferred compensation only upon a “separation from servicecompensation” within the meaning of such Section 409A. (b409A of the Code or in order to comply with the provisions of Section 409A of the Code, other applicable provision(s) If of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and without any diminution in the value of the payments to the Executive. Any payments that qualify for the “short-term” deferral exception under Treasury Regulation Section 1.409A-l(b)(4), the “separation pay” exception under Treasury Regulation Section 1.409A-l(b)(9)(iii) or any other exception under Section 409A of the Code will be paid under the applicable exceptions to the greatest extent possible. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service, (i) the Executive is a “specified employee” (service within the meaning of Section 409A and using of the methodology selected by Code, the Company) and (ii) the Company makes Executive is considered a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (“Specified Employee” within the meaning of Section 409A)409A(a)(2)(B)(i) of the Code, and if any payment that the payment of which Executive becomes entitled to under this Agreement is required considered deferred compensation subject to be delayed interest, penalties and additional tax imposed pursuant to Section 409A of the six-month delay rule Code as a result of the application of Section 409A in order to avoid taxes or penalties under Section 409A409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the Company will not pay date that is the entire amount on earlier of (i) six months and one day the otherwise scheduled payment date but will instead pay on Executive’s separation from service or (ii) the scheduled payment date Executive's death. The Bank and the maximum amount permissible in order to Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A (i.e., any amount that satisfies an exception under of the Internal Revenue Code of 1986 and all other applicable laws. No interpretation of this Agreement which does not satisfy the requirements of Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would shall be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreementapplied; instead, such provision shall be deemed amended to the minimum extent necessary to avoid application applied in a manner consistent with those requirements despite any contrary provision of such tax and the parties shall promptly execute this Agreement. If any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms provision of this Agreement as may be necessary would subject Executive to avoid the imposition of penalties and taxes additional tax or interest under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect Bank shall reform the provision, maintaining to the maximum extent practicable the original intent of the applicable provision if it can do so without incurring any payment. (d) For purposes additional compensation expense, tax or penalties as a result of the reformed provision. References in this Agreement, Section 409A shall refer Agreement to Section 409A of the Internal Revenue Code of 19861986 include rules, as amendedregulations, and guidance of general application issued by the Department of the Treasury regulations and any other authoritative guidance issued thereunder.under Internal Revenue Code Section 409A. SIGNATURES

Compliance with Internal Revenue Code Section 409A. (a) The Executive will be deemed All payments provided under this agreement are intended to have a termination of employment constitute separate payments for purposes of determining the timing of any payments that Treasury Regulation Section 1.409A-2(b)(2). If you are classified as deferred compensation only upon a “separation from servicespecified employee” of the Company or any affiliate thereof (or any successor entity thereto) within the meaning of Section 409A. (b409A(a)(2)(B)(i) If at the time of the Executive’s separation from service, (i) the Executive is a “specified employee” (within the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amendedamended (the “Code”) on the date of a termination without Cause that constitutes a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition there under) (a “Covered Termination”), then the severance pay in the form of continuation of base salary (the “Payments”) shall be delayed until the earlier of: (i) the date that is six (6) months after the date of the Covered Termination, or (ii) the date of your death (such date, the “Delayed Payment Date”), and the Company (or the successor entity thereto, as applicable) shall (A) pay to you a lump sum amount equal to the sum of the Payments that otherwise would have been paid to you on or before the Delayed Payment Date, without any adjustment on account of such delay, and (B) continue the Payments in accordance with any applicable payment schedules set forth for the balance of the period specified herein. Notwithstanding the foregoing, (i) Payments scheduled to be paid from the date of a Covered Termination through March 15th of the calendar year following such termination shall be paid as scheduled pursuant to the “short-term deferral” rule set forth in Treasury regulations Regulation Section 1.409A-1(b)(4); (ii) Payments scheduled to be paid following such March 15th shall be paid as scheduled to the maximum extent permitted pursuant to an “involuntary separation from service” as permitted by Treasury Regulation Section 1.409A-1(b)(9)(iii), but in no event later than the last day of the second taxable year following the taxable year of the Covered Termination; and (iii) any other authoritative guidance issued thereunderexcess Payments shall be subject to delay as provided in the previous sentence. Amounts paid to reimburse for COBRA premiums are intended to be paid pursuant to the exception provided by Treasury Regulation Section 1.409A-1(b)(9)(v)(B). Other than as set forth herein, the terms of the Letter Agreement remain unaffected hereby.

Compliance with Internal Revenue Code Section 409A. For Participants who are U.S. taxpayers, the Restricted Stock Units and Dividend Equivalent Rights granted hereunder are not intended to provide for any deferral of compensation subject to Code Section 409A, unless the Participant has entered into a Deferral Election pursuant to Section 2.4(b) or 2.5. If there is no such Deferral Election, the benefits provided pursuant hereto shall be paid on or before the later of: (i) the fifteenth day of the third month following Participant’s first taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day of the third month following the first taxable year of the Company in which such benefit is no longer subject to a substantial risk of forfeiture, in each case, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder, and in such case the benefits are intended to be exempt from Code Section 409A as “short-term deferrals.” In the event that Participant has entered into a Deferral Election such that distribution of Restricted Stock Units and accompanying Dividend Equivalent Rights so deferred are subject to Code Section 409A, then notwithstanding anything in the Plan or Terms to the contrary, such Restricted Stock Units and Dividend Equivalent Rights shall be administered in a manner consistent with Code Section 409A, and the Plan, Terms and Deferral Election shall be construed and interpreted in such a manner as to comply in all respects with Code Section 409A. With respect to any benefit subject to 409A: (a) The Executive will if such benefit is distributable on account of Participant’s Termination of Service, it shall not be deemed distributed upon such event unless the Termination of Service is considered to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon be a “separation from service” within the meaning of Code Section 409A. 409A(a)(2)(A)(i); (b) If in the event Participant is required to enter into a release and waiver of claims as a condition of receiving such benefit, and the period during which such waiver and release is to be executed A-9 by Participant spans two calendar years, then payment will in all events be made in the second of the two calendar years; and (c) if Participant’s payment is on account of his or her Termination of Service and at the time of such termination the Executive’s separation from service, (i) the Executive Participant is a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i), any distributions subject to Code Section 409A and using that are made on account of such Termination of Service may not be made before the methodology selected by the Company) and (ii) the Company makes a good faith determination date that an amount payable is six months after Participant’s Termination of Service, or the benefits to if earlier, Participant’s death. In such instance, distributions will be provided hereunder constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation) and will pay the remaining amount (if any) in a lump sum made on the first business day after such six month period. (c) To the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 8.9. The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment. (d) For purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code seventh month following the Termination of 1986Service (or, as amendedif earlier, and the Treasury regulations and any other authoritative guidance issued thereunderdeath).