Common use of Deferral of Non-Deductible Compensation Clause in Contracts

Deferral of Non-Deductible Compensation. In the event that the Employee's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 as amended (the "Code")) from the Company and the Consolidated Subsidiaries for any calendar year exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred with interest thereon at 8% per annum, compounded annually, to a calendar year such that the amount to be paid to the Employee in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee not later than his Date of Termination unless his Date of Termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee on the first business day of the next succeeding calendar year. The provisions of this subsection shall survive any termination of the Employee's employment and any termination of this Agreement.

Deferral of Non-Deductible Compensation. In the event that the Employee's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 as amended (the "Code")) from the Company and the Consolidated Subsidiaries for any calendar taxable year exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar taxable year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred with interest thereon at 8% per annum, compounded annually, to a calendar taxable year such that the amount to be paid to the Employee in such calendar taxable year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee not later than his Date of Termination unless his Date of Termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee on the first business day of the next succeeding calendar year. The provisions of this subsection shall survive any termination of the Employee's employment and any termination of this Agreement.

Deferral of Non-Deductible Compensation. In the event that the Employee's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 as amended (the "Code")) from the Company and the Consolidated Subsidiaries for any calendar taxable year exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar taxable year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred with interest thereon at 8% per annum, compounded annually, to a calendar taxable year such that the amount to be paid to the Employee in such calendar taxable year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee not later than his her Date of Termination unless his her Date of Termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee on the first business day of the next succeeding calendar year. The provisions of this subsection shall survive any termination of the Employee's employment and any termination of this Agreement.

Deferral of Non-Deductible Compensation. In the event that the Employee's Executive’s aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 1986, as amended (the "“Code"”)) from the Company and other consolidated filers with the Consolidated Subsidiaries Company for any calendar year exceeds the greater of (i) $1,000,000 1,000,000, or (ii) the maximum amount of compensation deductible by the Company or combined with any of the Consolidated Subsidiaries other consolidated filers in any calendar year under Section 162(m) of the Code (the "“maximum allowable amount"”), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred with interest thereon at 8% the then “prime rate” plus 300 basis points per annum, compounded annually, to a calendar year such that the amount to be paid to the Employee Executive in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts amounts, including interest thereon thereon, shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee Executive not later than his Date date of Termination termination of employment, unless his Date date of Termination termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee Executive on the first business day of the next succeeding calendar year. The provisions of this subsection Section shall survive any termination of the Employee's Executive’s employment and any termination of this Agreement.

Deferral of Non-Deductible Compensation. In the event that the Employee's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 as amended (the "Code"'.')) from the Company and the Consolidated Subsidiaries for any calendar year exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred with interest thereon at 8% per annum, compounded annually, to a calendar year such that the amount to be paid to the Employee in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee not later than his Date of Termination unless his Date of Termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee on the first business day of the next succeeding calendar year. The provisions of this subsection shall survive any termination of the Employee's employment and any termination of this Agreement.

Deferral of Non-Deductible Compensation. In the event that the Employee's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 as amended (the "Code")) from the Company and the Consolidated Subsidiaries for any calendar year exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred (with interest thereon at 8% an annual rate equal to the Federal short-term rate under Section 1274(d)(1) of the Code, determined as of the last day of the calendar year in which the Employee's compensation is first not deductible under Section 162(m) of the Code, per annum, compounded annually), to a calendar year such that the amount to be paid to the Employee in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee not later than his Date of Termination unless his Date of Termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee on the first business day of the next succeeding calendar year. The provisions of this subsection shall survive any termination of the Employee's employment and any termination of this Agreement.

Deferral of Non-Deductible Compensation. In the event that ----------------------------------------- the EmployeeExecutive's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 1986, as amended (the "Code")) from the Company Bank and other consolidated filers with the Consolidated Subsidiaries Bank for any calendar year exceeds the greater of (i) $1,000,000 1,000,000, or (ii) the maximum amount of compensation deductible by the Company or Bank combined with any of the Consolidated Subsidiaries other consolidated filers in any calendar year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred with interest thereon at 8% the then "prime rate" plus 300 basis points per annum, compounded annually, to a calendar year such that the amount to be paid to the Employee Executive in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee Executive not later than his Date date of Termination termination of employment, unless his Date date of Termination termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee Executive on the first business day of the next succeeding calendar year. The provisions of this subsection Section shall survive any termination of the EmployeeExecutive's employment and any termination of this Agreement.

Deferral of Non-Deductible Compensation. In the event that the EmployeeExecutive's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 1986, as amended (the "Code")) from the Company and other consolidated filers with the Consolidated Subsidiaries Company for any calendar year exceeds the greater of (i) $1,000,000 1,000,000, or (ii) the maximum amount of compensation deductible by the Company or combined with any of the Consolidated Subsidiaries other consolidated filers in any calendar year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred with interest thereon at 8% the then "prime rate" plus 300 basis points per annum, compounded annually, to a calendar year such that the amount to be paid to the Employee Executive in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts amounts, including interest thereon thereon, shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee Executive not later than his Date date of Termination termination of employment, unless his Date date of Termination termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee Executive on the first business day of the next succeeding calendar year. The provisions of this subsection Section shall survive any termination of the EmployeeExecutive's employment and any termination of this Agreement.

Deferral of Non-Deductible Compensation. In the event that the Employee's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 as amended (the "“Code"'.')) from the Company and the Consolidated Subsidiaries for any calendar year exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar year under Section 162(m) of the Code (the "“maximum allowable amount"”), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred with interest thereon at 8% per annum, compounded annually, to a calendar year such that the amount to be paid to the Employee in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee not later than his her Date of Termination unless his her Date of Termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee on the first business day of the next succeeding calendar year. The provisions of this subsection shall survive any termination of the Employee's employment and any termination of this Agreement.

Deferral of Non-Deductible Compensation. In the event that the Employee's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 as amended (the "Code")) from the Company and the Consolidated Subsidiaries for any calendar year exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred with interest thereon at 8% per annum, compounded annually, to a calendar year such that the amount to be paid to the Employee in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee not later than his her Date of Termination unless his her Date of Termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee on the first business day of the next succeeding calendar year. The provisions of this subsection shall survive any termination of the Employee's employment and any termination of this Agreement.

Deferral of Non-Deductible Compensation. In the event that the Employee's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 as amended (the "Code")) from the Company and the Consolidated Subsidiaries for any calendar year ending on or before December 31, 2019 exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred (with interest thereon at 8% an annual rate equal to the federal short-term rate under Section 1274(d)(1) of the Code, determined as of the last day of the calendar year in which the Employee's compensation is first not deductible under Section 162(m) of the Code, per annum, compounded annually, to a calendar year such that the . Any amount to be paid to the Employee in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts under this Section 4(d) shall be paid to either (A) during the first calendar year in which the Company reasonably anticipates, or should reasonably anticipate, that if the deferred amount (or a portion thereof) is paid during such year, the deductibility of the amount paid during such year will not be barred by Section 162(m) of the Code, or (B) if the Employee has a Separation from Service, on January Pt of the first year following the date of the Separation from Service; provided, however, if the Employee is a "Specified Employee" (as defined in Section 409A) at the time of his Separation from Service, then any amount payable under clause (B) which is not later than his Date of Termination unless his Date of Termination is on a December 31stcovered by the separation pay plan exemption from Section 409A set forth in Treasury Regulation §1.409A-1(b)(9)(iii), in which caseand as such constitutes deferred compensation under Section 409A, the unpaid deferred amounts shall not be paid to the Employee on until the first business day of the next succeeding calendar year. later of (x) the first January following the date of the Employee's Separation from Service, (y) the seventh month following the Employee's Separation from Service, or (z) the nineteenth month following the Effective Date.The provisions of this subsection shall survive any termination of the Employee's employment and any termination of this Agreement.

Deferral of Non-Deductible Compensation. In the event that the Employee's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 as amended (the "Code")) from the Company and the Consolidated Subsidiaries for any calendar year exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred (with interest thereon at 8% an annual rate equal to the Federal short-term rate under Section 1274(d)(1) of the Code, determined as of the last day of the calendar year in which the Employee's compensation is first not deductible under Section 162(m) of the Code, per annum, compounded annually), to a calendar year such that the amount to be paid to the Employee in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee not later than his her Date of Termination unless his her Date of Termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee on the first business day of the next succeeding calendar year. The provisions of this subsection shall survive any termination of the Employee's employment and any termination of this Agreement. 5.

Deferral of Non-Deductible Compensation. In the event that the Employee's Executive’s aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 1986, as amended (the "“Code"”)) from the Company Bank and other consolidated filers with the Consolidated Subsidiaries Bank for any calendar year exceeds the greater of (i) $1,000,000 1,000,000, or (ii) the maximum amount of compensation deductible by the Company or Bank combined with any of the Consolidated Subsidiaries other consolidated filers in any calendar year under Section 162(m) of the Code (the "“maximum allowable amount"”), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred with interest thereon at 8% the then “prime rate” plus 300 basis points per annum, compounded annually, to a calendar year such that the amount to be paid to the Employee Executive in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts amounts, including interest thereon thereon, shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee Executive not later than his Date date of Termination termination of employment, unless his Date date of Termination termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee Executive on the first business day of the next succeeding calendar year. The provisions of this subsection Section shall survive any termination of the Employee's Executive’s employment and any termination of this Agreement.

Deferral of Non-Deductible Compensation. In the event that the ----------------------------------------- Employee's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 as amended (the "Code")) from the Company and the Consolidated Subsidiaries for any calendar year exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred with interest thereon at 8% per annum, compounded annually, to a calendar year such that the amount to be paid to the Employee in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee not later than his her Date of Termination unless his her Date of Termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee on the first business day of the next succeeding calendar year. The provisions of this subsection shall survive any termination of the Employee's employment and any termination of this Agreement.

Deferral of Non-Deductible Compensation. In the event that the Employee's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 as amended (the "Code")) from the Company and the Consolidated Subsidiaries for any calendar year ending on or before December 31, 2019 exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred (with interest thereon at 8% an annual rate equal to the federal short-term rate under Section 1274(d)(1) of the Code, determined as of the last day of the calendar year in which the Employee's compensation is first not deductible under Section 162(m) of the Code, per annum, compounded annually, to a calendar year such that the . Any amount to be paid to the Employee in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts under this Section 4(d) shall be paid to either (A) during the first calendar year in which the Company reasonably anticipates, or should reasonably anticipate, that if the deferred amount (or a portion thereof) is paid during such year, the deductibility of the amount paid during such year will not be barred by Section 162(m) of the Code, or (B) if the Employee has a Separation from Service, on January 1 st of the first year following the date of the Separation from Service; provided, however, if the Employee is a "Specified Employee" (as defined in Section 409A) at the time of his Separation from Service, then any amount payable under clause (B) which is not later than his Date of Termination unless his Date of Termination is on a December 31stcovered by the separation pay plan exemption from Section 409A set forth in Treasury Regulation §1.409A-1(b)(9)(iii), in which caseand as such constitutes deferred compensation under Section 409A, the unpaid deferred amounts shall not be paid to the Employee on until the first business day of the next succeeding calendar yearlater of (x) the first January following the date of the Employee's Separation from Service, (y) the seventh month following the Employee's Separation from Service, or (z) the nineteenth month following the Effective Date. The provisions of this subsection shall survive any termination of the Employee's employment and any termination of this Agreement. 5.

Deferral of Non-Deductible Compensation. In the event that the EmployeeExecutive's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 1986, as amended (the "Code")) from the Company Bank and other consolidated filers with the Consolidated Subsidiaries Bank for any calendar year exceeds the greater of (i) $1,000,000 1,000,000, or (ii) the maximum amount of compensation deductible by the Company or Bank combined with any of the Consolidated Subsidiaries other consolidated filers in any calendar year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred with interest thereon at 8% the then "prime rate" plus 300 basis points per annum, compounded annually, to a calendar year such that the amount to be paid to the Employee Executive in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts amounts, including interest thereon thereon, shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee Executive not later than his Date date of Termination termination of employment, unless his Date date of Termination termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee Executive on the first business day of the next succeeding calendar year. The provisions of this subsection Section shall survive any termination of the EmployeeExecutive's employment and any termination of this Agreement.

Deferral of Non-Deductible Compensation. In the event that the Employee's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 as amended (the "Code"'.')) from the Company and the Consolidated Subsidiaries for any calendar year exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred with interest thereon at 8% per annum, compounded annually, to a calendar year such that the amount to be paid to the Employee in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee not later than his her Date of Termination unless his her Date of Termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee on the first business day of the next succeeding calendar year. The provisions of this subsection shall survive any termination of the Employee's employment and any termination of this Agreement.

Deferral of Non-Deductible Compensation. In the event that the Employee's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Internal Revenue Code of 1986 as amended (the "Code")) from the Company and the Consolidated Subsidiaries for any calendar year exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred (with interest thereon at 8% an annual rate equal to the Federal short-term rate under Section 1274(d)(1) of the Code, determined as of the last day of the calendar year in which the Employee's compensation is first not deductible under Section 162(m) of the Code, per annum, compounded annually), to a calendar year such that the amount to be paid to the Employee in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee not later than his Date of Termination unless his Date of Termination is on a December 31st, in which case, the unpaid deferred amounts shall be paid to the Employee on the first business day of the next succeeding calendar year. The provisions of this subsection shall survive any termination of the Employee's employment and any termination of this Agreement. 5.