Common use of Effect of Section 409A of the Internal Revenue Code Clause in Contracts

Effect of Section 409A of the Internal Revenue Code. (i) To the extent a Change in Control qualifies as a “change in control” for purposes of Section 409A of the Internal Revenue Code, the parties intend that any payments made or benefits received pursuant to this Section 4, or otherwise received by Employee, shall be exempt from, or comply with, Section 409A of the Internal Revenue Code and all Treasury Regulations and guidance promulgated thereunder (“Section 409A”). To the maximum extent permitted, this Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall Bank, Holding Company, any Affiliates, and/or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A. (ii) Notwithstanding any other provision of this Agreement to the contrary, if at the time of Employee’s separation from service (as defined in Section 409A) Employee is a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i), then Bank will defer the payment or commencement of any nonqualified deferred compensation subject to Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A. Any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six (6) month period or such shorter period, if applicable.

Effect of Section 409A of the Internal Revenue Code. (iNotwithstanding anything in this agreement to the contrary, if all or a portion of any payment or benefit under Section 5(c) To the extent a Change in Control qualifies as a “change in control” for purposes of Section 409A of the Internal Revenue Code, the parties intend that any payments made or benefits received pursuant 5(d) is subject to this Section 4, or otherwise received by Employee, shall be exempt from, or comply with, Section 409A of the Internal Revenue Code and all of 1986, as amended (the "Code"), then the following rules shall apply to such payment in order to prevent any accelerated or additional tax under Section 409A of the Code: (a) If the termination of your employment does not qualify as a "separation from service" within the meaning of Treasury Regulations and guidance promulgated thereunder Regulation Section 1.409A-1(h) from the "Xxxxx Controlled Group," then any payments subject to Section 409A of the Code will not commence until a "separation from service" occurs or, if earlier, the earliest other date as is permitted under Section 409A. For this purpose, the "Xxxxx Controlled Group" means (“Section 409A”). To i) the maximum extent permitted, this Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall Bank, Holding Company, any Affiliates, and/or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A. (ii) Notwithstanding any other provision corporation which is a member of this Agreement to the contrary, if at the time a controlled group of Employee’s separation from service corporations (as defined in Section 409A414(b) Employee of the Code) which includes the Company and (iii) any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with the Company. (b) If at the time of your separation from service, you are a “Specified Employee” within "specified employee" as defined in Section 409A of the meaning and in accordance with Treasury Regulation Section 1.409A-1(i)Code, then Bank the Company will defer the payment or commencement of any nonqualified deferred compensation payments subject to Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Employeeyou) until the date that is six (6) months following your separation from service or, if earlier, the earliest other date as is permitted under Section 409A. Any amounts that otherwise would have been paid during this deferral period will be paid 409A. (c) The Company shall consult with you in a lump sum on good faith regarding the day after the expiration implementation of the six (6) month period or such shorter period, if applicableprovisions of this Section 15.

Effect of Section 409A of the Internal Revenue Code. (i) To the extent a Change in Control qualifies as a “change in control” for purposes of Section 409A of the Internal Revenue Code, the parties intend that any payments made or benefits received pursuant to this Section 43, or otherwise received by Employee, shall be exempt from, or comply with, Section 409A of the Internal Revenue Code and all Treasury Regulations and guidance promulgated thereunder (“Section 409A”). To the maximum extent permitted, this Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall Bank, Holding Company, any Affiliates, and/or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A. (ii) Notwithstanding any other provision of this Agreement to the contrary, if at the time of Employee’s separation from service (as defined in Section 409A) Employee is a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i), then Bank will defer the payment or commencement of any nonqualified deferred compensation subject to Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A. Any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six (6) month period or such shorter period, if applicable.

Effect of Section 409A of the Internal Revenue Code. (i) To It is the extent a Change in Control qualifies as a “change in control” for purposes of Section 409A intention of the Internal Revenue Code, Employer and Executive that the parties intend that any payments made or benefits received pursuant to provisions of this Section 4, or otherwise received by Employee, shall be exempt from, or Agreement comply with, with Section 409A of the Internal Revenue Code (“Code”) in a manner that does not impose additional taxes, interest or penalties upon Executive pursuant to Section 409A, and all provisions of this Agreement will be construed and interpreted in a manner consistent with Section 409A and this Paragraph. Each of the payments pursuant to this Agreement are designated as separate payments for purposes of the short-term deferral rules under Treasury Regulations Regulation Section 1.409A-1(b)(4)(i)(F) and guidance promulgated thereunder (“the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 409A”1.409A-1(b)(9)(iii). To the maximum extent permittedthe Executive is entitled to receive taxable reimbursements and/or in-kind benefits, this Agreement the following provisions apply: (i) the amount of such reimbursements and benefits the Executive receives in one year shall be limitednot affect amounts provided in any other year, construed and interpreted in accordance with such intent. In no event whatsoever shall Bank, Holding Company, any Affiliates, and/or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A. (ii) Notwithstanding such reimbursements must be made by the last day of the year following the year in which the expense was incurred, and (iii) such reimbursements and benefits may not be liquidated or exchanged for any other provision of reimbursement or benefit. Notwithstanding anything in this Agreement to the contrary, if at all or a portion of any payment or benefit under this Agreement is subject to Section 409A of the time Code, then the following rules shall apply to such payment in order to prevent any accelerated or additional tax under Section 409A of Employeethe Code: (a) If the termination of Executive’s employment does not qualify as a “separation from service (as defined in Section 409A) Employee is a “Specified Employeeservice” within the meaning and in accordance with of Treasury Regulation Section 1.409A-1(i), 1.409A-1(h) from the “Employer Controlled Group,” then Bank will defer the payment or commencement of any nonqualified deferred compensation payments subject to Section 409A payable upon of the Code will not commence until a “separation from service (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six (6) months following separation from service service” occurs or, if earlier, the earliest other date as is permitted under Section 409A. Any amounts that otherwise would have been paid during For this deferral period will be paid purpose, the “Employer Controlled Group” means (i) Employer, (ii) any corporation which is a member of a controlled group of corporations (as defined in a lump sum on the day after the expiration Section 414(b) of the six Code) which includes Employer and (6iii) month period any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with Employer; provided, however, that in applying Sections 1563(1), (2) and (3) of the Code for purposes of determining the controlled group of corporations under Section 414(b), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in such shorter periodsections, if applicableand in applying Section 1.414(c)-2 of the Treasury Regulations for purposes of determining trades or businesses that are under common control for purposes of Section 414(c), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in Section 1.414(c)-2 of the Treasury Regulations.

Effect of Section 409A of the Internal Revenue Code. (i) To the extent a Change in Control qualifies as a “change in control” for purposes of Section 409A of the Internal Revenue Code, the parties intend that any payments made or benefits received pursuant to this Section 4, or otherwise received by Employee, shall be exempt from, or comply with, Section 409A of the Internal Revenue Code and all Treasury Regulations and guidance promulgated thereunder (“Section 409A”). To the maximum extent permitted, this Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall Bank, Holding Company, any Affiliates, and/or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A.comply. (ii) Notwithstanding any other provision of this Agreement to the contrary, if at the time of Employee’s separation from service (as defined in Section 409A) Employee is a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i1.409A–1 (i), then Bank will defer the payment or commencement of any nonqualified deferred compensation subject to Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A. Any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six (6) month period or such shorter period, if applicable.

Effect of Section 409A of the Internal Revenue Code. (iNotwithstanding anything in this agreement to the contrary, if all or a portion of any payment or benefit under Section 5(c) To the extent a Change in Control qualifies as a “change in control” for purposes of Section 409A of the Internal Revenue Code, the parties intend that any payments made or benefits received pursuant 5(d) is subject to this Section 4, or otherwise received by Employee, shall be exempt from, or comply with, Section 409A of the Internal Revenue Code and all of 1986, as amended (the "Code"), then the following rules shall apply to such payment in order to prevent any accelerated or additional tax under Section 409A of the Code: (a) If the termination of your employment does not qualify as a "separation from service" within the meaning of Treasury Regulations and guidance promulgated thereunder Regulation Section 1.409A-1(h) from the "Xxxxx Controlled Group," then any payments subject to Section 409A of the Code will not commence until a "separation from service" occurs or, if earlier, the earliest other date as is permitted under Section 409A. For this purpose, the "Xxxxx Controlled Group" means (“Section 409A”). To i) the maximum extent permitted, this Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall Bank, Holding Company, any Affiliates, and/or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A. (ii) Notwithstanding any other provision corporation which is a member of this Agreement to the contrary, if at the time a controlled group of Employee’s separation from service corporations (as defined in Section 409A414(b) Employee of the Code) which includes the Company and (iii) any trade or business (whether or not Xxxxxx Xxxxx February 20, 2008 Page 10 incorporated) which is under common control (as defined in Section 414(c) of the Code) with the Company. (b) If at the time of your separation from service, you are a “Specified Employee” within "specified employee" as defined in Section 409A of the meaning and in accordance with Treasury Regulation Section 1.409A-1(i)Code, then Bank the Company will defer the payment or commencement of any nonqualified deferred compensation payments subject to Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Employeeyou) until the date that is six (6) months following your separation from service or, if earlier, the earliest other date as is permitted under Section 409A. Any amounts that otherwise would have been paid during this deferral period will be paid 409A. (c) The Company shall consult with you in a lump sum on good faith regarding the day after the expiration implementation of the six (6) month period or such shorter period, if applicableprovisions of this Section 15.