Common use of Effect of Code Section 409A Clause in Contracts

Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive at such time if such payments shall subject the Executive to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines, as of the effective date of Executive’s Termination of Employment that the Executive is a “specified employee” within the meaning of Section 409A of the Code and if the payment under Sections 6(c) or 9 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive hereunder, is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank will so advise Executive, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive in a lump sum on the first day of the seventh month following the effective date of Executive’s Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the Code.

Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding Notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive Employee at such time if such payments shall subject the Executive Employee to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank to the Executive Employee at the earliest time permissible thereafter without the Executive Employee having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines, as of the effective date of Executive’s Employee's Termination of Employment that the Executive Employee is a “specified employee” within the meaning of Section 409A of the Code and if the payment under Sections 6(c) 9 or 9 12 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive Employee hereunder, is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank will so advise ExecutiveEmployee, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive Employee in a lump sum on the first day of the seventh month following the effective date of Executive’s Employee's Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the Code.

Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding Notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive Employee at such time if such payments shall subject the Executive Employee to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank to the Executive Employee at the earliest time permissible thereafter without the Executive Employee having liability for such penalty tax under Section Code 409A.409A. Notwithstanding anything herein to the contrary, the Bank and the Parent shall have no liability or obligation to indemnify the Employee for any tax penalty incurred by the Employee with respect to Code Section 409A or otherwise. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines, as of the effective date of Executive’s Employee's Termination of Employment that the Executive Employee is a “"specified employee” " within the meaning of Section 409A of the Code and if the payment under Sections 6(c) or 9 Section 2 of the Agreement and any other compensation upon termination does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), or as a payment that is otherwise exempt from Section 409A, and that an amount (or any portion of an amount) payable to Executive Employee hereunder, is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank will so advise ExecutiveEmployee, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“"Six-Month Delay”"), whereupon such amount or portion thereof shall be paid to Executive Employee in a lump sum on the first day of the seventh month following the effective date of Executive’s Employee's Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the Code.

Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive at such time if such payments shall subject the Executive to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank Company to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank Company in good faith determines, as of the effective date of Executive’s Termination of Employment that the Executive is a “specified employee” within the meaning of Section 409A of the Code and if the payment under Sections 6(c) or 9 Section 8 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive hereunder, is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank Company will so advise Executive, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive in a lump sum on the first day of the seventh month following the effective date of Executive’s Termination of Employment. All subsequent payments shall be paid in the manner specified. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent Company or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the Code.

Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive Employee at such time if such payments shall subject the Executive Employee to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank to the Executive Employee at the earliest time permissible thereafter without the Executive Employee having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines, as of the effective date of ExecutiveEmployee’s Termination of Employment that the Executive Employee is a “specified employee” within the meaning of Section 409A of the Code and if the payment under Sections 6(c) or 9 Section 8 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive Employee hereunder, is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank will so advise ExecutiveEmployee, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive Employee in a lump sum on the first day of the seventh month following the effective date of ExecutiveEmployee’s Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the Code.

Effect of Code Section 409A. (a) 14.1 This Agreement will be construed and administered to preserve the exemption from Section 409A of the Code of payments that qualify as a short-term deferral or that qualify for the two-times separation pay exception. With respect to any amount that is subject to Section 409A of the Code, it is intended, and this Agreement will be so construed, that any such amount payable under this Agreement and the Company’s, Bank’s or Employee’s exercise of authority or discretion hereunder shall be amended comply with the provisions of Code Section 409A and the treasury regulations relating thereto (“Section 409A”) so as not to subject Employee to the extent payment of interest and additional tax that may be imposed under Section 409A. Solely as necessary to comply with Section 409A 409A, for purposes of this Agreement, “termination of employment” or “employment termination” or similar terms shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code and regulations promulgated thereunderCode. Prior to such amendmentIf a payment is not made by the designated payment date under this Agreement, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive at such time if such payments shall subject the Executive to the penalty tax under Code Section 409A, but rather such payments payment shall be made by the Bank to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines, as December 31 of the effective calendar year in which the designated date occurs. If the time period for making any payment commences in one calendar year and ends in the succeeding calendar year, then the payment shall not be paid (or commence) until the succeeding calendar year, and in no event shall the Employee, directly or indirectly, designate the calendar year of Executive’s Termination of Employment that the Executive payment. 14.2 If Employee is a “specified employee” on Employee’s separation from service, any payment that is subject to Section 409A and that is payable to Employee in connection with Employee’s separation from service, shall not be paid earlier than six months after such separation from service, and to the extent any such payment is delayed, will be paid, without interest, on the first payroll date after the expiration of such six-month period (if Employee dies after the date of Employee’s separation from service but before any payment has been made, such remaining payments that were or could have been delayed will be paid to Employee’s estate without regard to such six-month delay). 14.3 References in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Section 409A of the Code. 14.4 To the extent that any payment of or reimbursement by Bank to the Employee of eligible expenses under this Agreement constitutes a “deferral of compensation” within the meaning of Section 409A (a “Reimbursement”) (i) the Employee must request the Reimbursement (with substantiation of the Code and if expense incurred) no later than 90 days following the payment under Sections 6(cdate on which the Employee incurs the corresponding eligible expense; (ii) subject to any shorter time period provided in any Company expense reimbursement policy or 9 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (specifically provided otherwise in this Agreement, the Company shall make the Reimbursement to the Employee on or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive hereunder, is required to be suspended or delayed for six months in order to satisfy before the requirements of Section 409A of the Code, then the Bank will so advise Executive, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive in a lump sum on the first last day of the seventh month calendar year following the effective date of Executivecalendar year in which the Employee incurred the eligible expense; (iii) the Employee’s right to Reimbursement shall not be subject to liquidation or exchange for another benefit; (iv) the amount eligible for Reimbursement in one calendar year shall not affect the amount eligible for Reimbursement in any other calendar year; and (v) except as specifically provided otherwise in this Agreement, the period during which the Employee may incur expenses that are eligible for Reimbursement is limited to five calendar years following the calendar year in which the Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the CodeDate occurs.

Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive at such time if such payments shall subject the Executive to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank Company to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank Company in good faith determines, as of the effective date of Executive’s Termination of Employment that the Executive is a “specified employee” within the meaning of Section 409A of the Code and if the payment under Sections 6(c) or 9 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive hereunder, is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank Company will so advise Executive, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive in a lump sum on the first day of the seventh month following the effective date of Executive’s Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent Company or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the Code.

Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive at such time if such payments shall subject the Executive to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank and the Holding Company to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank or the Holding Company in good faith determines, as of the effective date of Executive’s Termination of Employment that the Executive is a “specified employee” within the meaning of Section 409A of the Code and if the payment under Sections 6(c) or 9 Section 5 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive hereunder, is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank and the Holding Company will so advise Executive, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive in a lump sum on the first day of the seventh month following the effective date of Executive’s Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent Holding Company or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the Code.

Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive at such time if such payments shall subject the Executive to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines, as of the effective date of Executive’s Termination of Employment that the Executive is a “specified employee” within the meaning of Section 409A of the Code and if the payment under Sections 6(c) 6 or 9 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive hereunder, is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank will so advise Executive, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive in a lump sum on the first day of the seventh month following the effective date of Executive’s Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent Company or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the Code.

Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive Employee at such time if such payments shall subject the Executive Employee to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank to the Executive Employee at the earliest time permissible thereafter without the Executive Employee having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines, as of the effective date of ExecutiveEmployee’s Termination of Employment that the Executive Employee is a “specified employee” within the meaning of Section 409A of the Code and if the payment under Sections 6(c9(c) or 9 12 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive Employee hereunder, is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank will so advise ExecutiveEmployee, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive Employee in a lump sum on the first day of the seventh month following the effective date of ExecutiveEmployee’s Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the Code.

Effect of Code Section 409A. (a) 14.1 This Agreement will be construed and administered to preserve the exemption from Section 409A of the Code of payments that qualify as a short-term deferral or that qualify for the two-times separation pay exception. With respect to any amount that is subject to Section 409A of the Code, it is intended, and this Agreement will be so construed, that any such amount payable under this Agreement and the Company’s, Bank’s or Employee’s exercise of authority or discretion hereunder shall be amended comply with the provisions of Code Section 409A and the treasury regulations relating thereto (“Section 409A”) so as not to subject Employee to the extent payment of interest and additional tax that may be imposed under Section 409A. Solely as necessary to comply with Section 409A 409A, for purposes of this Agreement, “termination of employment” or “employment termination” or similar terms shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code Code. If a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. If the time period for making any payment commences in one calendar year and regulations promulgated thereunder. Prior ends in the succeeding calendar year, then the payment shall not be paid (or commence) until the succeeding calendar year, and in no event shall the Employee, directly or indirectly, designate the calendar year of payment. 14.2 If Employee is a “specified employee” on Employee’s separation from service, any payment that is subject to Section 409A and that is payable to Employee in connection with Employee’s separation from service, shall not be paid earlier than six months after such separation from service, and to the extent any such payment is delayed, will be paid, without interest, on the first payroll date after the expiration of such six-month period (if Employee dies after the date of Employee’s separation from service but before any payment has been made, such remaining payments that were or could have been delayed will be paid to Employee’s estate without regard to such amendment, and notwithstanding anything contained herein to the contrary, six-month delay). 14.3 References in this Agreement shall be construed in a manner consistent with to Section 409A of the Code include rules, regulations, and guidance of general application issued by the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A Department of the Code such Treasury under Internal Revenue Section 409A. 14.4 To the extent that payments shall not be made to the Executive at such time if such payments shall subject the Executive to the penalty tax under Code Section 409A, but rather such payments shall be made any payment of or reimbursement by the Bank to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax Employee of eligible expenses under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines, as of the effective date of Executive’s Termination of Employment that the Executive is constitutes a “specified employeedeferral of compensation” within the meaning of Section 409A (a “Reimbursement”) (i) the Employee must request the Reimbursement (with substantiation of the Code and if expense incurred) no later than 90 days following the payment under Sections 6(cdate on which the Employee incurs the corresponding eligible expense; (ii) subject to any shorter time period provided in any Company expense reimbursement policy or 9 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (specifically provided otherwise in this Agreement, the Company shall make the Reimbursement to the Employee on or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive hereunder, is required to be suspended or delayed for six months in order to satisfy before the requirements of Section 409A of the Code, then the Bank will so advise Executive, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive in a lump sum on the first last day of the seventh month calendar year following the effective date of Executivecalendar year in which the Employee incurred the eligible expense; (iii) the Employee’s right to Reimbursement shall not be subject to liquidation or exchange for another benefit; (iv) the amount eligible for Reimbursement in one calendar year shall not affect the amount eligible for Reimbursement in any other calendar year; and (v) except as specifically provided otherwise in this Agreement, the period during which the Employee may incur expenses that are eligible for Reimbursement is limited to five calendar years following the calendar year in which the Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the CodeDate occurs.

Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive at such time if such payments shall subject the Executive to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines, as of the effective date of Executive’s Termination of Employment that the Executive is a “specified employee” within the meaning of Section 409A of the Code and if the payment under Sections 6(c) 6 or 9 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive hereunder, is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank will so advise Executive, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive in a lump sum on the first day of the seventh month following the effective date of Executive’s Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the Code.

Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive Employee at such time if such payments shall subject the Executive Employee to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank to the Executive Employee at the earliest time permissible thereafter without the Executive Employee having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines, as of the effective date of ExecutiveEmployee’s Termination of Employment that the Executive Employee is a “specified employee” within the meaning of Section 409A of the Code and if the payment under Sections 6(c3 or 4(a) or 9 does do not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive Employee hereunder, is required to be suspended or delayed for six months in (“Six-Month Delay”)in order to satisfy the requirements of Section 409A of the Code, then the Bank will so advise ExecutiveEmployee, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”)months, whereupon such amount or portion thereof shall be paid to Executive Employee in a lump sum (together with interest thereon at the then-prevailing prime rate) on the first day of the seventh month following the effective date of ExecutiveEmployee’s Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Bank or the Parent or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the Code.

Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive at such time if such payments shall subject the Executive to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines, as of the effective date of Executive’s Termination of Employment that the Executive is a “specified employee” within the meaning of Section 409A of the Code and if the payment under Sections 6(c) 6 or 9 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive hereunder, is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank will so advise Executive, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive in a lump sum on the first day of the seventh month following the effective date of Executive’s Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the Code.of

Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive at such time if such payments shall subject the Executive to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank Parent to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank Parent in good faith determines, as of the effective date of Executive’s Termination of Employment that the Executive is a “specified employee” within the meaning of Section 409A of the Code and if the payment under Sections 6(c) or 9 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive hereunder, is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank Parent will so advise Executive, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive in a lump sum on the first day of the seventh month following the effective date of Executive’s Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the Code.

Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive at such time if such payments shall subject the Executive to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines, as of the effective date of Executive’s Executive”s Termination of Employment that the Executive is a “specified employee” within the meaning of Section 409A of the Code and if the payment under Sections 6(c) 6 or 9 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive hereunder, is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank will so advise Executive, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive in a lump sum on the first day of the seventh month following the effective date of Executive’s Executive”s Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the Code.

Effect of Code Section 409A. (a) 14.1 This Agreement will be construed and administered to preserve the exemption from Section 409A of the Code of payments that qualify as a short-term deferral or that qualify for the two-times separation pay exception. With respect to any amount that is subject to Section 409A of the Code, it is intended, and this Agreement will be so construed, that any such amount payable under this Agreement and the Company’s, Bank’s or Employee’s exercise of authority or discretion hereunder shall be amended comply with the provisions of Code Section 409A and the treasury regulations relating thereto (“Section 409A”) so as not to subject Employee to the extent payment of interest and additional tax that may be imposed under Section 409A. Solely as necessary to comply with Section 409A 409A, for purposes of this Agreement, “termination of employment” or “employment termination” or similar terms shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code and regulations promulgated thereunderCode. Prior to such amendmentIf a payment is not made by the designated payment date under this Agreement, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive at such time if such payments shall subject the Executive to the penalty tax under Code Section 409A, but rather such payments payment shall be made by the Bank to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines, as December 31 of the effective calendar year in which the designated date occurs. If the time period for making any payment commences in one calendar year and ends in the succeeding calendar year, then the payment shall not be paid (or commence) until the succeeding calendar year and in no event shall the Employee, directly or indirectly, designate the calendar year of Executive’s Termination of Employment that the Executive payment. 14.2 If Employee is a “specified employee” on Employee’s separation from service, any payment that is subject to Section 409A and that is payable to Employee in connection with Employee’s separation from service, shall not be paid earlier than six months after such separation from service, and to the extent any such payment is delayed, will be paid, without interest, on the first payroll date after the expiration of such six-month period (if Employee dies after the date of Employee’s separation from service but before any payment has been made, such remaining payments that were or could have been delayed will be paid to Employee’s estate without regard to such six-month delay). 14.3 References in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Section 409A of the Code. 14.4 To the extent that any payment of or reimbursement by Bank to the Employee of eligible expenses under this Agreement constitutes a “deferral of compensation” within the meaning of Section 409A (a “Reimbursement”) (i) the Employee must request the Reimbursement (with substantiation of the Code and if expense incurred) no later than 90 days following the payment under Sections 6(cdate on which the Employee incurs the corresponding eligible expense; (ii) subject to any shorter time period provided in any Company expense reimbursement policy or 9 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (specifically provided otherwise in this Agreement, the Company shall make the Reimbursement to the Employee on or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive hereunder, is required to be suspended or delayed for six months in order to satisfy before the requirements of Section 409A of the Code, then the Bank will so advise Executive, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive in a lump sum on the first last day of the seventh month calendar year following the effective date of Executivecalendar year in which the Employee incurred the eligible expense; (iii) the Employee’s right to Reimbursement shall not be subject to liquidation or exchange for another benefit; (iv) the amount eligible for Reimbursement in one calendar year shall not affect the amount eligible for Reimbursement in any other calendar year; and (v) except as specifically provided otherwise in this Agreement, the period during which the Employee may incur expenses that are eligible for Reimbursement is limited to five calendar years following the calendar year in which the Termination of Employment. The limitations of this Six-Month Delay shall only be effective if the stock of the Parent or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the CodeDate occurs.

Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive at such time if such payments shall subject the Executive to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Section Code 409A. (b) Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines, as of the effective date of Executive’s Termination of Employment that the Executive is a “specified employee” within the meaning of Section 409A of the Code and if the payment under Sections 6(c) or 9 Section 5 does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar or successor provisions), and that an amount (or any portion of an amount) payable to Executive hereunder, is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank will so advise Executive, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months (“Six-Month Delay”), whereupon such amount or portion thereof shall be paid to Executive in a lump sum on the first day of the seventh month following the effective date of Executive’s Termination of EmploymentEmployment (or, if earlier, the date of executive’s death). The limitations of this Six-Month Delay shall only be effective if the stock of the Parent Fort Orange Financial or a parent corporation is publicly traded as set forth at Section 409A(a)(2)(B)(i) of the Code.