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

Compliance with Section 409A of the. INTERNAL REVENUE CODE. (a) It is the intent of the Holding Company and the Bank that the payments and benefits provided under this Agreement shall be exempt from the application of, or otherwise comply with, the requirements of Section 409A of the Internal Revenue Code (“Section 409A”). Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to maximum extent possible. This Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Holding Company and the Bank shall not take any action that would be inconsistent with such intent; provided that in no event shall the Holding Company or the Bank be responsible for any 409A penalties that arise in connection with any amounts payable under this Agreement. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A upon the Executive. (b) If neither the “short-term deferral” nor the involuntary separation pay exceptions to Section 409A described above applies to a benefit, payment, or reimbursement under this Agreement, and such benefit, payment or reimbursement is not otherwise exempt from Section 409A, then notwithstanding any provision in this Agreement to the contrary, the remaining provisions of this Paragraph 9 shall apply. (i) If the Executive is a “specified employee,” within the meaning of Section 409A as determined under the Bank’s or Holding Company’s policy for identifying specified employees on the Date of Termination, then to the extent required in order to comply with Section 409A of the Code, all payments, benefits or reimbursements paid or provided under this Agreement that constitute a “deferral of compensation” within the meaning of Section 409A of the Code, that are provided as a result of a “separation from service” within the meaning of Section 409A and that would otherwise be paid or provided during the first six months following such Date of Termination shall be accumulated through and paid or provided (together with interest on the delayed amount at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Date of Termination) within 30 days after the first business day following the six (6) month anniversary of such Date of Termination (or, if the Executive dies during such six-month period, within thirty (30) days after the Executive’s death). (ii) To the extent required to comply with Section 409A Code, any reimbursement of expenses pursuant to this Agreement, that will not be excluded from the Executive’s income when received is subject to the following requirements: (1) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other calendar year; (2) the reimbursement of the eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (3) the right to reimbursement is not subject to liquidation or exchange for another benefit.

Compliance with Section 409A of the. INTERNAL REVENUE CODE. (a) It is the intent of the Holding Company and the Bank that the payments and benefits provided under this Agreement shall be exempt from the application of, or otherwise comply with, the requirements of Section 409A of the Internal Revenue Code (“Section 409A”). Specifically, Notwithstanding any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to maximum extent possible. This Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Holding Company and the Bank shall not take any action that would be inconsistent with such intent; provided that in no event shall the Holding Company or the Bank be responsible for any 409A penalties that arise in connection with any amounts payable under this Agreement. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition other provision of an additional tax under Section 409A upon the Executive. (b) If neither the “short-term deferral” nor the involuntary separation pay exceptions to Section 409A described above applies to a benefit, payment, or reimbursement under this Agreement, and such benefit, payment or reimbursement is not otherwise exempt from Section 409A, then notwithstanding any provision in this Agreement to the contrary, the remaining provisions provision, time and manner of payment or distribution of all compensation and benefits provided by this Paragraph 9 Agreement that constitute deferred compensation subject to and not exempted from the requirements of Section 409A (“Section 409A Deferred Compensation”) shall apply.be subject to, limited by and construed in accordance with the requirements of Section 409A, including the following: (i) If the Executive is a “specified employee,” within the meaning of Payments and benefits constituting Section 409A as determined under the Bank’s Deferred Compensation otherwise payable or Holding Company’s policy for identifying specified employees on the Date of Termination, then provided pursuant to the extent required in order to comply with Section 409A of the Code, all payments, benefits or reimbursements 1.4(b) shall be paid or provided under this Agreement only at or following the time that constitute a “deferral of compensation” within the meaning of Section 409A of the Code, that are provided as a result of Executive has experienced a “separation from service” within the meaning of Section 409A (“Separation from Service”). (ii) Payments and benefits constituting Section 409A Deferred Compensation to be paid or provided pursuant to Section 1.4(b) at a time when Executive is a “specified employee” within the meaning of Section 409A shall be paid or provided commencing on the later of (1) the date that is six (6) months and one (1) day after the date of Executive’s Separation from Service or, if earlier, the date of death of Executive (in either case, the “Delayed Payment Date”), or (2) the date or dates on which such Section 409A Deferred Compensation would otherwise be paid or provided during in accordance with Section 1.4(b). All such amounts that would, but for this subparagraph (ii), become payable prior to the first six months following such Delayed Payment Date of Termination shall be accumulated through and paid or provided (together with interest on the delayed amount at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Date of Termination) within 30 days after the first business day following the six (6) month anniversary of such Date of Termination (or, if the Executive dies during such six-month period, within thirty (30) days after the Executive’s death)Delayed Payment Date. (iiiii) To the extent required that all or any portion of the Company’s payment or reimbursement to comply with Executive for the cost of the Company’s obligation to provide benefits pursuant to Section 1.4(b)(iv) (the “Company-Provided Benefits”) would exceed an amount for which, or continue for a period of time in excess of which, such Company Provided Benefits would qualify for an exemption from treatment as Section 409A CodeDeferred Compensation, the Company shall, for the duration of the applicable period, pay or reimburse Executive for the applicable Company-Provided Benefits in an amount not to exceed $3,800 per calendar year or any reimbursement portion thereof included in the applicable period. The amount of expenses pursuant to this Agreement, that will Company-Provided Benefits furnished in any taxable year of Executive shall not be excluded from the Executive’s income when received is subject to the following requirements: (1) affect the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or inCompany-kind benefits to be provided Provided Benefits furnished in any other calendar year; (2) the reimbursement taxable year of the eligible expense must Executive. Any right of Executive to Company-Provided Benefits shall not be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (3) the right to reimbursement is not subject to liquidation or exchange for another benefit. Any reimbursement for Company-Provided Benefits to which Executive is entitled shall be paid no later than the last day of Executive’s taxable year following the taxable year in which Executive’s expense for such Company-Provided Benefits was incurred.

Compliance with Section 409A of the. INTERNAL REVENUE CODE. (a) It . The Award is the intent intended to comply with section 409A of the Holding Code to the extent subject thereto, and shall be interpreted in accordance with section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under section 409A of the Code and becomes payable by reason of your termination of employment or service with the Company and shall be made to you until your termination of employment or service constitutes a separation from service within the Bank that meaning of section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under section 409A of the Code, you shall not be entitled to any payments upon a termination of your employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits provided deferred pursuant to this Section 7 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall be paid to you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Agreement shall Award will be exempt from paid in accordance with the application of, or otherwise comply with, the requirements of Section 409A normal payment dates specified for them herein. Notwithstanding any provision of the Internal Revenue Code (“Section 409A”). Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A Plan to the maximum extent possiblecontrary, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to maximum extent possible. This Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Holding Company and the Bank shall not take any action that would be inconsistent with such intent; provided that in no event shall the Holding Company or the Bank any affiliate be responsible for any 409A penalties that arise in connection with any amounts payable under this Agreement. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition liable to you on account of an additional tax under Section 409A upon the Executive. (b) If neither the “short-term deferral” nor the involuntary separation pay exceptions Award’s failure to Section 409A described above applies to a benefit, payment, or reimbursement under this Agreement, and such benefit, payment or reimbursement is not otherwise exempt from Section 409A, then notwithstanding any provision in this Agreement to the contrary, the remaining provisions of this Paragraph 9 shall apply. (i) If the Executive is a “specified employee,” within the meaning of Section 409A as determined qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under the Bank’s U.S. or Holding Company’s policy for identifying specified employees on the Date of Terminationforeign law, then to the extent required in order to comply with Section including, without limitation, section 409A of the Code, all payments, benefits or reimbursements paid or provided under this Agreement that constitute a “deferral of compensation” within the meaning of Section 409A of the Code, that are provided as a result of a “separation from service” within the meaning of Section 409A and that would otherwise be paid or provided during the first six months following such Date of Termination shall be accumulated through and paid or provided (together with interest on the delayed amount at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Date of Termination) within 30 days after the first business day following the six (6) month anniversary of such Date of Termination (or, if the Executive dies during such six-month period, within thirty (30) days after the Executive’s death). (ii) To the extent required to comply with Section 409A Code, any reimbursement of expenses pursuant to this Agreement, that will not be excluded from the Executive’s income when received is subject to the following requirements: (1) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other calendar year; (2) the reimbursement of the eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (3) the right to reimbursement is not subject to liquidation or exchange for another benefit.

Compliance with Section 409A of the. INTERNAL REVENUE CODE. (a) It Internal Revenue Code; Short-Term Deferrral Exemption. This Agreement is intended, to the intent maximum extent possible, to avoid treatment of the Holding Company and the Bank that the payments and benefits any compensation provided under pursuant to this Agreement shall be exempt from the application of, or otherwise comply with, the requirements of as “deferred compensation” subject to Section 409A of the Internal Revenue Code (the “Section 409ACode”). SpecificallyAccordingly, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to maximum extent possible. This Agreement shall be construed, administered, and governed interpreted in a manner that effects such intent, and accordance with the Holding Company and the Bank shall not take any action that would be inconsistent with such intent; provided that in no event shall the Holding Company or the Bank be responsible for any 409A penalties that arise in connection with any amounts payable under this Agreement. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A upon the Executive. (b) If neither the “short-term deferral” nor the involuntary separation pay exceptions to Section 409A described above applies to a benefit, payment, or reimbursement under this Agreement, and such benefit, payment or reimbursement is not otherwise exempt from Section 409A, then notwithstanding any provision in this Agreement to the contrary, the remaining provisions of this Paragraph 9 shall apply.following provisions: (i) If Short Term Deferral Exemption. Specified compensation provided pursuant to this Agreement is intended to be paid not later than the Executive later of: (i) the fifteenth day of the third month following Executive’s first taxable year in which such benefit is accrued and 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 accrued and is no longer subject to a substantial risk of forfeiture, as determined in accordance with Section 409A of the Code and any Treasury Regulations and other guidance issued thereunder. The date determined under this subsection is referred to as the “specified employee,Short-Term Deferral Date.” Any benefits provided pursuant to this Agreement upon Executive’s separation from service, which by their terms are not to be actually or constructively received by Employee on or before the Short-Term Deferral Date, to the extent such benefit constitutes a deferral of compensation subject to Code Section 409A, shall be paid pursuant to a fixed schedule of payments within the meaning of Section 409A as determined under of the Bank’s Code and not subject to modification or Holding Company’s policy for identifying specified employees acceleration. (ii) Payment after Short Term Deferral Date; Specified Employees. Notwithstanding anything to the contrary herein, in the event that any compensation provided pursuant to this Agreement is not actually or constructively received by Executive on or before the Date of TerminationShort-Term Deferral Date, then to the extent required in order to comply with Section 409A of the Codesuch compensation, all paymentsor any portion thereof, benefits or reimbursements paid or provided under this Agreement that constitute constitutes a “deferral of compensation” compensation subject to Code Section 409A, then: (A) subject to clause (B), such benefit shall be paid upon Executive’s separation from service, with respect to the Company and its affiliates within the meaning of Section 409A of the Code, that are provided as a result of ; and (B) if Executive is a “separation from servicespecified employee,” within the meaning of as defined in Section 409A and that would otherwise be paid or provided during the first six months following such Date of Termination shall be accumulated through and paid or provided (together with interest on the delayed amount at the applicable federal rate under Section 7872(f)(2)(A409A(a)(2)(B)(i) of the Code in effect on as of the Date date of Termination) within 30 days any separation from service with respect to the Company and its affiliates, no payment of deferred compensation subject to Code Section 409A may be made to Executive before the date that is six months after the first business day following the six (6) month anniversary date of such Date of Termination separation from service (or, if earlier, the Executive dies during date of death of the specified employee), and, in such six-month period, within thirty (30) days after the Executive’s death). (ii) To the extent required to comply with Section 409A Codecase, any reimbursement payments shall be accumulated and paid on the first date of expenses pursuant to this Agreementthe seventh month following separation from service; provided, however, that will not be excluded from the Executive’s income when received any payment or portion thereof which is subject to the following requirements: (1) the amount of expenses eligible an exemption for reimbursement during a calendar year may not affect the expenses eligible for reimbursementseparation pay to specified employees as provided under Treasury Regulation § 1.409A, or in-kind benefits is subject to be provided in any other calendar year; (2) exemption provided under Treasury Regulation § 1.409A allowing for payment to a specified employee prior to the reimbursement date that is six months after the date of the eligible expense must separation from service, may be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (3) the right paid to reimbursement is not subject to liquidation or exchange for another benefitExecutive upon separation from service.