Common use of Deferred Compensation Plans Clause in Contracts

Deferred Compensation Plans. a. For purposes of this paragraph, “deferred compensation plans” shall mean all nonqualified deferred compensation plans presently maintained by the Company or adopted in the future by the Company. If an actual or threatened Change in Control occurs during the original or any extended Term of this Agreement, the Company shall, within thirty (30) days after the earlier of the date of such threatened Change in Control or the date of such actual Change in Control, establish a “rabbi trust” and transfer to such “rabbi trust” an amount of cash sufficient to provide all benefits accrued by the Executive under all deferred compensation plans. Thereafter, the Company will, at least quarterly, transfer to the “rabbi trust” an amount of cash sufficient to provide any additional benefits accrued by the Executive under all deferred compensation plans. b. In the event of a Termination as set forth in paragraph 5 above: (a) all of the Executive’s benefits, including without limitation matching contributions, under all deferred compensation plans shall be 100% vested, regardless of the Executive’s years of service with the Company and regardless of any vesting provisions of such deferred compensation plans; (b) the Executive will be entitled to all benefits, including without limitation matching contributions, under all deferred compensation plans for the year in which such Termination occurs, regardless of any provision in any such deferred compensation plan making such benefits contingent upon employment for a particular portion of the year or as of a particular day in that year or making such benefits contingent upon accrual of a specific number of hours, days, weeks, or months of service during that year. c. The provisions of paragraph 7(b) apply only in the event of a “Termination” as defined in paragraph 5. Under paragraph 5, the term “Termination means terminations of employment of the Executive during the “Employment Period.” Under paragraph 2, the “Employment Period” commences on the date of an actual Change in Control. Therefore, the provisions of paragraph 7(b) do not apply in the case of a termination of employment of the Executive unless such termination of employment of the Executive occurs on or after the date of an actual Change in Control and unless such termination of employment of the Executive also meets the other requirements of the definition of the term “Termination” set forth in Paragraph 5.

Deferred Compensation Plans. a. For purposes of this paragraph, “deferred compensation plans” shall mean all nonqualified deferred compensation plans presently maintained by the Company or adopted in the future by the Company. If an actual or threatened Change in Control occurs during the original or any extended Term of this Agreement, the Company shall, within thirty (30) days after the earlier of the date of such threatened Change in Control or the date of such actual Change in Control, establish a “rabbi trust” and transfer to such “rabbi trust” an amount of cash sufficient to provide all benefits accrued by the Executive under all deferred compensation plans. Thereafter, the Company will, at least quarterly, transfer to the “rabbi trust” an amount of cash sufficient to provide any additional benefits accrued by the Executive under all deferred compensation plans. b. In the event of a Termination as set forth in paragraph 5 above: (a) all of Immediately prior to the Executive’s benefitsClosing, including without limitation matching contributions, under all deferred compensation plans the Supplemental Retirement Income Agreement between FCB and Xxxxxx Xxxxxx shall be 100% vestedterminated by the parties thereto, regardless of the Executive’s years of service and no further contributions shall be required thereunder. The termination shall be in accordance with the Company Proposed Treasury Regulation Section 1.409A-3(h)(2)(viii)(B). Xx. Xxxxxx shall enter into a release acknowledging that all amounts due and regardless of owing under said plan have been paid and releasing PFSL, FCB, IBKC and IBERIABANK from any vesting provisions of such deferred compensation plans; further obligation with respect to said plan. (b) Immediately prior to the Executive will Closing, the North Arkansas Bancshares, Inc. Directors’ Retirement Plan, assumed by FCB with respect to amounts payable to Xxxx Xxxxxx, shall be entitled terminated by the parties thereto, and any and all amounts owed to Xx. Xxxxxx thereunder shall be paid by FCB, in accordance with the requirements of Proposed Treasury Regulation Section 1.409A-3(h)(2)(viii)(B). Xx. Xxxxxx shall enter into a release acknowledging that all benefitsamounts due and owing under said plan have been paid and releasing PFSL, including without limitation matching contributionsFCB, IBKC and IBERIABANK from any further obligation with respect to said plan. (c) Immediately prior to the Closing, all contributions required of FCB under all deferred compensation plans the Director Supplemental Retirement Income Agreement for Xxxxx X. Xxxxx upon a change in control shall be made to the year in which Xxxxx X. Xxxxx Grantor Trust (“Grantor Trust”) and such Director Supplemental Retirement Income Agreement shall be terminated by the parities thereto. Termination occurs, regardless of any provision in any such deferred compensation plan making such benefits contingent upon employment for a particular portion of the year or as of a particular day in that year or making such benefits contingent upon accrual of a specific number of hours, days, weeks, or months of service during that year. c. The provisions of paragraph 7(b) apply only in the event of a “Termination” as defined in paragraph 5. Under paragraph 5, the term “Termination means terminations of employment plan and payment of the Executive during amounts from FCB to the “Employment PeriodGrantor Trust shall be made in accordance with Proposed Treasury Regulation Section 1.409A-3(h)(2)(viii)(B). Xx. Xxxxx shall enter into a release acknowledging that all amounts due and owing under said plan have been paid and releasing PFSL, FCB, IBKC and IBERIABANK from any further obligation with respect to said plan.” Under paragraph 2, the “Employment Period” commences on the date of an actual Change in Control. Therefore, the provisions of paragraph 7(b) do not apply in the case of a termination of employment of the Executive unless such termination of employment of the Executive occurs on or after the date of an actual Change in Control and unless such termination of employment of the Executive also meets the other requirements of the definition of the term “Termination” set forth in Paragraph 5.

Deferred Compensation Plans. a. For (a) The Buyer and the Sellers agree, in accordance with Treasury Regulation Section 1.409A-1(h)(4), that, each service provider of the Sellers who is providing services to the Seller immediately prior to the Closing and who becomes a Hired Employee or Transferred Seller Representative (each, a “Transferred DCP Participant”) shall not be treated as experiencing a “separation from service” (within the meaning of Section 409A of the Code) solely by virtue of the transactions contemplated by this Agreement for purposes of this paragraph, “deferred compensation plans” shall mean all applying the provisions of any nonqualified deferred compensation plans presently maintained by plan, including the Company Deferred Compensation Plans. Effective immediately prior to the applicable Employee Start Date or adopted in the future by the Company. If an actual or threatened Change in Control occurs during the original or any extended Term of this AgreementConversion Date, as applicable, the Company shallSellers shall take such steps as are necessary to provide that no Transferred DCP Participant shall have any right thereafter to defer any amounts under any Deferred Compensation Plan or other nonqualified deferred compensation plan. Following the Closing and for so long as the Sellers have continuing obligations under the Deferred Compensation Plans, within thirty (30) days after the earlier Buyer shall reasonably cooperate with the Sellers and take all reasonable steps, to facilitate the Sellers’ ongoing operation and administration of the date of such threatened Change in Control or the date of such actual Change in Control, establish a “rabbi trust” and transfer to such “rabbi trust” an amount of cash sufficient to provide all benefits accrued by the Executive under all deferred compensation plans. Thereafter, the Company will, at least quarterly, transfer Deferred Compensation Plans with respect to the “rabbi trust” an amount Transferred DCP Participants, including by notifying the Sellers as soon as reasonably practicable (and in any event within 15 Business Days following the applicable event) of cash sufficient to provide any additional benefits accrued by the Executive under all deferred compensation plans. b. In the event of a Termination as set forth in paragraph 5 above: (a) all of the Executive’s benefitsany change in service status, including without limitation matching contributions, under all deferred compensation plans shall be 100% vested, regardless of the Executive’s years of service with the Company and regardless death or disability of any vesting provisions of such deferred compensation plans; Transferred DCP Participant, and (b) the Executive will be entitled to all benefits, including without limitation matching contributions, under all deferred compensation plans for the year in which such Termination occurs, regardless occurrence of any event that may constitute a change in control event (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)) of the Buyer with respect to the Transferred DCP Participants, and by facilitating the Sellers’ communications with Transferred DCP Participants regarding actions under the Deferred Compensation Plans. (b) Nothing contained in this Section 5.10 or elsewhere in this Agreement, express or implied, shall confer upon any employee, service provider, Hired Employee, Transferred Seller Representative or other Person or legal representative or beneficiary thereof, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. Without limiting the foregoing, no provision of this Section 5.10 will create any third-party beneficiary rights in any such deferred employee, service provider, Hired Employee, Transferred Seller Representative or any other Person in respect of continued employment or service (or resumed employment or service) or any other matter. Nothing in this Section 5.10 is intended to amend any compensation plan making such benefits contingent upon employment for a particular portion or incentive arrangement or to require the Buyer to continue any arrangement of the year or as of a particular day in that year or making such benefits contingent upon accrual of a specific number of hours, days, weeksSellers, or months of service during that yearprevent the amendment, modification or termination thereof. c. The provisions of paragraph 7(b) apply only in the event of a “Termination” as defined in paragraph 5. Under paragraph 5, the term “Termination means terminations of employment of the Executive during the “Employment Period.” Under paragraph 2, the “Employment Period” commences on the date of an actual Change in Control. Therefore, the provisions of paragraph 7(b) do not apply in the case of a termination of employment of the Executive unless such termination of employment of the Executive occurs on or after the date of an actual Change in Control and unless such termination of employment of the Executive also meets the other requirements of the definition of the term “Termination” set forth in Paragraph 5.

Deferred Compensation Plans. a. For purposes of this paragraph, “deferred compensation plans” shall mean all nonqualified non-qualified deferred compensation plans presently maintained by the Company or adopted in the future by the Company. If an actual or threatened Change in Control occurs during the original or any extended Term of this Agreement, the Company shall, within thirty (30) days after the earlier of the date of such threatened Change in Control or the date of such actual Change in Control, establish a “rabbi trust” and transfer to such “rabbi trust” an amount of cash sufficient to provide all benefits accrued by the Executive under all deferred compensation plans. Thereafter, the Company will, at least quarterly, transfer to the “rabbi trust” an amount of cash sufficient to provide any additional benefits accrued by the Executive under all deferred compensation plans. b. . b In the event of a Termination as set forth in paragraph 5 above: (a) all of the Executive’s benefits, including including, without limitation limitation, matching contributions, under all deferred compensation plans shall be 100% vested, regardless of the Executive’s years of service with the Company and regardless of any vesting provisions of such deferred compensation plans; (b) the Executive will be entitled to all benefits, including including, without limitation limitation, matching contributions, under all deferred compensation plans for the year in which such Termination occurs, regardless of any provision in any such deferred compensation plan making such benefits contingent upon employment for a particular portion of the year or as of a particular day in that year or making such benefits contingent upon accrual of a specific number of hours, days, weeks, or months of service during that year. c. The provisions of paragraph 7(b) apply only in the event of a “Termination” as defined in paragraph 5. Under paragraph 5, the term “Termination Termination” means terminations termination of employment of the Executive during the “Employment Period.” Under paragraph 2, the “Employment Period” commences on the date of an actual Change in Control. Therefore, the provisions of paragraph 7(b) do not apply in the case of a termination of employment of the Executive unless such termination of employment of the Executive occurs on or after the date of an actual Change in Control and unless such termination of employment of the Executive also meets the other requirements of the definition of the term “Termination” set forth in Paragraph paragraph 5.