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

Compliance with Section 409A of the Code. (i) This Agreement is intended to comply with Section 409A of the Code and its corresponding regulations, to the extent applicable. Severance benefits under the Agreement are intended to be exempt from Section 409A of the Code under the “short term deferral” exemption, to the maximum extent applicable, and then under the “separation pay” exemption, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. As used in the Agreement, the term “termination of employment” shall mean the Executive’s separation from service with the Company within the meaning of Section 409A of the Code and the regulations promulgated thereunder. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. For purposes of Section 409A of the Code, each payment hereunder shall be treated as a separate payment and the right to a series of payments shall be treated as the right to a series of separate payments. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

Compliance with Section 409A of the Code. (i) This Agreement is intended to comply with Section 409A of the Code The Company and its corresponding regulations, to the extent applicable. Severance Employee intend that any amounts or benefits under the Agreement are intended to be exempt from Section 409A of the Code under the “short term deferral” exemption, to the maximum extent applicable, and then under the “separation pay” exemption, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, payments may only be made payable or provided under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. As used in the Agreement, the term “termination of employment” shall mean the Executive’s separation from service comply with the Company within the meaning provisions of Section 409A of the Code and the regulations promulgated thereunder. In no event may Treasury Regulations relating thereto so as not to subject Employee to the Executive, directly or indirectly, designate the calendar year of a payment. For purposes of Section 409A payment of the Codetax, each payment hereunder shall interest and any tax penalty which may be treated as a separate payment and the right to a series of payments shall be treated as the right to a series of separate payments. All reimbursements and in-kind benefits provided imposed under the Section 409A; provided, however, that nothing in this Agreement shall be made interpreted or provided in accordance construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from the requirements of Section 409A of the Code. Notwithstanding any provision of this Agreement Employee to the contrary, in no event shall Company or to any other individual or entity. Any payment to the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment Employee that is subject to execution Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the Release could be made in more than one taxable year, meaning of Section 409A. Each payment shall be made considered to be a separate payment for purposes of Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent with such intent. In furtherance thereof, to the extent that any provision hereof would otherwise result in Employee being subject to payment of tax, interest and tax penalty under Section 409A, the Company and Employee agree to amend this Agreement in a manner that brings this Agreement into compliance with Section 409A and preserve to the maximum extent possible the economic value of the relevant payment or benefit under this Agreement to Employee. Any taxable reimbursement shall be paid no later taxable yearthan December 31 of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv).

Compliance with Section 409A of the Code. (i) This Agreement Plan is intended to comply and shall be administered in a manner that is intended to comply with Section 409A of the Code and its corresponding regulationsshall be construed and interpreted in accordance with such intent. Any provision of this Plan that would cause the grant of an Award or the payment, settlement or deferral thereof to fail to satisfy Section 409A of the extent applicableCode shall be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code. Severance benefits Should any payments made in accordance with the Plan to a “specified employee” (as defined under Section 409A of the Agreement are intended Code) be determined to be payments from a nonqualified deferred compensation plan and are payable in connection with a Participant’s “separation from service” (as defined under Section 409A of the Code), that are not exempt from Section 409A of the Code under the “short as a short-term deferral” exemptiondeferral or otherwise, these payments, to the maximum extent applicableotherwise payable within six (6) months after the Participant’s separation from service, and then under the “separation pay” exemption, to the maximum extent applicable. Notwithstanding anything in this Agreement necessary to avoid the contrary, payments may only be made imposition of taxes under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to will be paid in a lump sum on the extent applicable. As used in earlier of the Agreement, date that is six (6) months and one day after the term “termination Participant’s date of employment” shall mean the Executive’s separation from service with or the Company within the meaning of Section 409A date of the Code and the regulations promulgated thereunder. In no event may the Executive, directly or indirectly, designate the calendar year of a paymentParticipant’s death. For purposes of Section 409A of the Code, each payment hereunder the payments to be made to a Participant in accordance with this Plan shall be treated as a separate payment and the right to a series of payments shall be treated as the right to a series of separate payments. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such amounts or benefits would otherwise actually be distributed, provided or otherwise made available to the Executive. This Agreement is intended 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 comply with be includable in the gross income of the Executive under Section 409A(a)(1) of the Code shall have no force and effect unless and until amended to cause such amount or benefit to not be so includable (which amendment may be retroactive to the extent permitted by Section 409A of the Code and its corresponding regulationsmay be made by the Bank without the consent of the Executive). In particular, to the extent applicable. Severance benefits under the Agreement are intended Executive becomes entitled to be exempt from Section 409A of the Code under the “short term deferral” exemption, to the maximum extent applicable, and then under the “separation pay” exemption, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement receive a payment or a benefit upon an event and that does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in a manner permitted by this Agreement, such payment or benefit will be made or provided to the Executive on the earlier of (i) the Executive’s “separation from service” with the Bank (determined in accordance with Section 409A of the Code); provided however, to that if the extent applicable. As used in the Agreement, the term Executive is a “termination of employmentspecified employee” shall mean the Executive’s separation from service with the Company (within the meaning of Section 409A of the Code and the regulations promulgated thereunder. In no event may Code), the Executive, directly ’s date of payment shall be made on the date which is 6 months after the date of the Executive’s separation of service with the Bank or indirectly, designate (ii) the calendar year of a paymentExecutive’s death. For purposes of Any reference in this Agreement to Section 409A of the CodeCode shall also include any proposed, each payment hereunder shall be treated as a separate payment and temporary or final regulations, or any other guidance, promulgated with respect to such Section by the right to a series of payments shall be treated as the right to a series of separate payments. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A U.S. Department of the Code. Notwithstanding any provision of this Agreement to Treasury or the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable yearInternal Revenue Service.

Compliance with Section 409A of the Code. (i) This Agreement It is intended to comply with Section that this Award Agreement and the Plan be exempt from the requirements of section 409A of the Code and its corresponding regulations, to the maximum extent applicablepermissible under law. Severance benefits under To the Agreement are intended to be exempt from Section extent section 409A of the Code under applies to this Award Agreement and the “short term deferral” exemptionPlan, it is intended that this Award Agreement and the Plan comply with the requirements of section 409A of the Code to the maximum extent applicable, permissible under law. This Award Agreement and then under the “separation pay” exemption, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, payments may only Plan shall be made under this Agreement upon an event administered and interpreted in a manner permitted by Section consistent with this intent. To the extent that the Award constitutes “nonqualified deferred compensation” within the meaning of section 409A of the Code, to the extent applicable. As used in the (i) for purposes of this Award Agreement, the term “Employee’s termination of employment” shall mean the Executive’s separation from service with the Company within the meaning of Section 409A of the Code and the regulations promulgated thereunder. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. For purposes of Section 409A of the Code, each payment hereunder employment shall be treated as a separate payment and the right to a series of payments shall be treated defined as the right Employee’s Separation from Service, and (ii) if shares of Common Stock are to a series of separate payments. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. Notwithstanding any provision of this Agreement delivered to the contrary, in no event shall Employee under this Award Agreement due to the timing of the ExecutiveEmployee’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of paymentSeparation from Service, and if the Employee is a payment that is subject Specified Employee at the time of such separation, such shares shall be delivered to execution the Employee during the seventh calendar month following the calendar month during which the Employee separated from service (or if earlier, during the calendar month following the calendar month of the Release could be made Employee’s death), notwithstanding any other provision in more than one taxable yearthis Award Agreement. No particular tax result for the Employee with respect to any income recognized by the Employee in connection with this Award Agreement is guaranteed, payment and the Employee solely shall be made responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee in the later taxable yearconnection with this Award Agreement.

Compliance with Section 409A of the Code. (i) This Agreement is intended to comply with Section section 409A of the Code and its corresponding regulations, to the extent applicable. Severance benefits under the this Agreement are intended to be exempt from Section section 409A of the Code under the “short term deferral” exemption, to the maximum extent applicable, and then under the “separation pay” exemption, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement upon an event and in a manner permitted by Section section 409A of the Code, to the extent applicable. As used in the this Agreement, the term “termination of employment” shall mean the Executive’s separation from service with the Company within the meaning of Section section 409A of the Code and the regulations promulgated thereunder. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. For purposes of Section section 409A of the Code, each payment hereunder shall be treated as a separate payment and the right to a series of payments shall be treated as the right to a series of separate payments. All reimbursements and in-kind benefits provided under the this Agreement shall be made or provided in accordance with the requirements of Section section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

Compliance with Section 409A of the Code. (i) This Notwithstanding anything herein to the contrary, any payments or distributions to be made to the Participant in accordance with this Agreement and the related Plan as a result of the Participant’s termination of employment shall be administered in a manner consistent with the definition of “separation of service” as such term is intended to comply with defined at Section 409A of the Code and its corresponding regulationsregulations promulgated thereunder, and such payments or distributions, if applicable, shall not be made to the extent applicable. Severance benefits under the Agreement are intended to be exempt from Section 409A of the Code under the “short term deferral” exemption, Participant prior to the maximum extent applicabledate that is 184 calendar days from the date of such separation of service, and then under or such later date as determined in good faith by the Bank or Company (“separation pay” exemptionPayment Date”), to if it is determined by the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. As used in the Agreement, the term “termination of employment” shall mean the Executive’s separation from service with Bank or the Company in good faith that the Participant is a “specified employee” within the meaning of Section 409A of the Code and Code, that such payments or distributions to be made to such Participant are subject to the regulations promulgated thereunder. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. For purposes of limitations at Section 409A of the CodeCode and regulations promulgated thereunder, each payment hereunder shall and if payments or distributions made in advance of such Payment Date would result in the requirement for the Participant to pay additional interest and taxes to be treated as a separate payment and the right to a series of payments shall be treated as the right to a series of separate payments. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided imposed in accordance with the requirements of Section 409A 409A(a)(1)(B) of the Code. Notwithstanding any provision of this Agreement anything herein to the contrary, any payments or distributions to be made to the Participant in no event accordance with this Agreement and the related Plan as a result of a Change in Control shall be administered in a manner consistent with the timing definition of “change in control” as such term is defined at Section 409A of the Executive’s execution of the ReleaseCode and regulations promulgated thereunder, directly and such payments or indirectlydistributions, if applicable, shall not be made at such time, if such payments or distributions would result in the Executive designating requirement for the calendar year of payment, Participant to pay additional interest and if a payment that is subject taxes to execution be imposed in accordance with Section 409A(a)(1)(B) of the Release could be made in more than one taxable year, payment shall be made in the later taxable yearCode.

Compliance with Section 409A of the Code. (i) This i)This Agreement is intended to comply with Section section 409A of the Code and its corresponding regulations, to the extent applicable. Severance benefits under the this Agreement are intended to be exempt from Section section 409A of the Code under the “short term deferral” exemption, to the maximum extent applicable, and then under the “separation pay” exemption, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement upon an event and in a manner permitted by Section section 409A of the Code, to the extent applicable. As used in the this Agreement, the term “termination of employment” shall mean the Executive’s separation from service with the Company within the meaning of Section section 409A of the Code and the regulations promulgated thereunder. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. For purposes of Section section 409A of the Code, each payment hereunder shall be treated as a separate payment and the right to a series of payments shall be treated as the right to a series of separate payments. All reimbursements and in-kind benefits provided under the this Agreement shall be made or provided in accordance with the requirements of Section section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

Compliance with Section 409A of the Code. (i) This Agreement is intended to comply with Section section 409A of the Code and its corresponding regulations, to the extent applicable. Severance benefits under the this Agreement are intended to be exempt from Section section 409A of the Code under the “"short term deferral” exemption" exemption under Treasury Regulations section 1.409A-1(b)(4), to the maximum extent applicable, and then under the “"separation pay” exemption" exemption under Treasury Regulations section 1.409A-1(b)(9)(iii), to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement upon an event and in a manner permitted by Section section 409A of the Code, to the extent applicable. As used in the this Agreement, the term “"termination of employment” " shall mean the Executive’s 's "separation from service service" with the Company within the meaning of Section section 409A of the Code and the regulations promulgated thereunder. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. For purposes of Section section 409A of the Code, each payment hereunder shall be treated as a separate payment and the right to a series of payments shall be treated as the right to a series of separate payments. All reimbursements and in-kind benefits provided under the this Agreement shall be made or provided in accordance with the requirements of Section section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s 's execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

Compliance with Section 409A of the Code. (i) This Agreement is intended to comply with Section 409A of the Code Code, if and its corresponding regulations, to the extent applicable, and will be interpreted and applied in a manner consistent with that intention. Severance benefits under the This Agreement are is intended to be exempt from Section 409A meet the requirements of the Code under the “short short-term deferral” exemptionexception, to the maximum extent applicable, and then under the “separation pay” exemption, to exception and other exceptions under Section 409A of the maximum extent applicableCode. Notwithstanding anything in this the Agreement to the contrary, if required by Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner Form of EVP Executive Transition Agreement (SEC Filing Exhibit) permitted by Section 409A of the Code409A, to the extent applicable. As used in the Agreement, the term “termination of employment” shall mean the Executive’s separation from service with the Company within the meaning of Section 409A of the Code and the regulations promulgated thereunder. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. For purposes of Section 409A of the Code, each any payment required to be made hereunder shall be treated as a separate from any other payment or payments required to be made hereunder, and the right to a series of payments under the Agreement shall be treated as the a right to a series of separate payments. If at the time of the Executive’s termination of employment with the Company he or she is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments hereunder (without any reduction in such payments ultimately paid) until the date that is six (6) months following such termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code). To the extent Section 409A of the Code is applicable, the phrase “termination of Employment” shall have the same meaning as a “separation from service” as defined in Section 409A of the Code and its accompanying regulations. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

Compliance with Section 409A of the Code. (i) This Agreement is intended to comply with Section 409A 409 of the Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereunder and its corresponding regulationsshall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, to the extent applicable. Severance benefits payments provided under the Agreement are intended to be exempt from Section 409A of the Code under the “short term deferral” exemption, to the maximum extent applicable, and then under the “separation pay” exemption, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement upon an event and in a manner permitted by that complies with Section 409A of the Code, or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to the extent applicable. As used in the Agreement, the term “termination of employment” shall mean the Executive’s an involuntary separation from service with the Company within the meaning of or as a short-term deferral shall be excluded from Section 409A of to the Code and the regulations promulgated thereunder. In no event may the Executive, directly or indirectly, designate the calendar year of a paymentmaximum extent possible. For purposes of Section 409A of the Code409A, each installment payment hereunder provided under this Agreement shall be treated as a separate payment and the right payment. Any payments to a series of payments be made under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the right to a series of separate payments. All reimbursements foregoing, the Company makes no representations that the payments and in-kind benefits provided under the this Agreement shall be made or provided in accordance comply with the requirements of Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, and in no event shall the timing Company be liable for all or any portion of the Executive’s execution any taxes, penalties, interest or other expenses that may be incurred by Employee on account of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.non-compliance with Section 409A.

Compliance with Section 409A of the Code. (i) This Agreement is intended to comply with Section 409A of the Code and its corresponding regulations, to the extent applicable. Severance benefits under the Agreement are intended to be exempt from Section 409A of the Code under the “short term deferral” exemption, to the maximum extent applicable, and then under the “separation pay” exemption, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. As used in the Agreement, the term “termination of employment” shall mean the Executive’s separation from service with the Company within the meaning of Section 409A of the Code and the regulations promulgated thereunder. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. For purposes of Section 409A of the Code, each payment hereunder shall be treated as a separate payment and the right to a series of payments shall be treated as the right to a series of separate payments. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.