Common use of IRC Section 409A Clause in Contracts

IRC Section 409A. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement will be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in no event whatsoever will the Company or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalties that may be imposed on you as a result of Section 409A or any damages for failing to comply with Section 409A. Any payments to be made under this Agreement upon a termination of employment that are “nonqualified deferred compensation” shall only be made upon a “separation from service” within the meaning of Section 409A. For purposes of Section 409A, your right to receive installment payments pursuant this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that any reimbursement of expenses or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the Code, then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of your termination date (the “Specified Employee Payment Date”) or, if earlier, on the date of your death. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

IRC Section 409A. The parties hereto acknowledge All or a portion of the severance pay and agree that, to the extent applicable, benefits provided under this Agreement is intended to be exempt from Code Section 409A and any ambiguous provision will be interpreted construed in accordance witha manner that is compliant with or exempt from the application of Code Section 409A. In particular, such severance pay and incorporate the terms benefits are intended to constitute a payment or benefit described in paragraphs (b)(9)(iv) and conditions required by, Section 409A of the Code and the Department (v) of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Regulation Section 409A”1.409A-1 and/or severance pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). Notwithstanding any provision of in this Agreement to the contrary, in no event whatsoever will the Company if any payment or any of its subsidiaries or affiliates benefit provided for herein would be liable for any subject to additional tax, taxes and interest or penalties that may be imposed on you as a result of under Code Section 409A if Employee’s receipt of such payment or benefit is not delayed until the Section 409A Payment Date, then such payment or benefit will not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. The “Section 409A Payment Date” is the earlier of (a) the date of Employee’s death or (b) the date that is six months and one day after Employee’s Separation from Service. If any damages for failing payment to comply Employee is delayed pursuant to the foregoing sentence, such amount instead will be paid, with interest at the rate set out in Section 409A. Any payments to be made under this Agreement upon a termination of employment that are “nonqualified deferred compensation” shall only be made upon a “separation from service” within 9(d), on the meaning of Section 409A. 409A Payment Date. For purposes of Code Section 409A, your right to receive installment payments pursuant each payment amount or benefit due under this Agreement will be considered a separate payment and Employee’s entitlement to a series of payments or benefits under this Agreement is to be treated as a right an entitlement to receive a series of separate and distinct payments. To the extent Any amount that any reimbursement of expenses or in-kind benefits constitutes “nonqualified deferred compensation” Employee is entitled to be reimbursed under Section 409A, such reimbursement or benefit this Agreement will be provided no reimbursed to Employee as promptly as practicable and in any event not later than December 31 the last day of the calendar year following after the calendar year in which the expense was expenses to be reimbursed are incurred. The , and the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in during any subsequent year. The amount of any in-kind benefits provided in one calendar year will not affect the amount of in-kind benefits provided expenses eligible for reimbursement in any other calendar year. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the Code, then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of your termination date (the “Specified Employee Payment Date”) or, if earlier, on the date of your death. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

IRC Section 409A. It is the parties’ intention that the various applicable provisions of this Agreement are either exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or satisfy the requirements of Section 409A of the Code. The parties hereto acknowledge and agree that, to the extent applicable, that this Agreement will shall be interpreted in accordance withaccordingly, and incorporate including without limitation the terms and conditions required byfollowing provisions: (a) If at the time of the Executive’s termination of employment with the Company, the Executive is a "specified employee" within the meaning of Section 409A of the Code and the Department of Treasury Regulations final regulations and any other interpretive guidance issued promulgated thereunder, including without limitation any such regulations or other guidance no Severance Benefit that may be issued after considered deferred compensation under Section 409A of the Effective Date Code and that is payable on account of the Executive’s Separation from Service may be paid prior to the earlier of: (“i) the expiration of the six-month period measured from the date of the Executive’s separation of service under Section 409A”)409A of the Code, or (ii) the Executive’s death. Notwithstanding the foregoing, any provision portion of this Agreement to the contrarySeverance Benefits that would otherwise be payable during the six-month period from the date of the Executive’s separation of service, in no event whatsoever will the Company or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalties but that may be imposed on you is not treated as a result payment of deferred compensation under Section 409A of the Code either due to (i) the application of the short-term deferral rule or (ii) because such Severance Benefits are separation pay due to involuntary separation from service that satisfies the amount and duration limits of Section 409A or any damages for failing to comply with Section 409A. of the Code, may be paid in the six-month period from the Executive’s separation of service. (b) Any payments to portion of the Severance Benefits that would otherwise be made under this Agreement upon a termination payable during the six-month period from the date of employment that are “nonqualified deferred compensation” shall only be made upon a “the Executive’s separation from service” within , but that cannot be paid at that time under the meaning preceding paragraph shall accrue and become payable on the date that is six months and one day following the date of Section 409A. the Executive’s separation from service. All subsequent Severance Benefits, if any, will be payable in accordance with the applicable payment schedule. For purposes of Section 409Athese purposes, your right to receive installment payments pursuant this Agreement each Severance Benefit payment is hereby designated as a separate payment and will not collectively be treated as a right single payment. This provision is intended to receive a series of separate and distinct payments. To comply with the extent that any reimbursement of expenses or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning requirements of Section 409A and you are determined of the Code so that none of the Severance Benefits to be a “specified employee” as defined in provided hereunder will be subject to the additional tax imposed under Section 409A(a)(2)(b)(i) 409A of the Code, then such payment or benefit shall not and any ambiguities herein will be paid until the first payroll date interpreted to occur following the six-month anniversary of your termination date (the “Specified Employee Payment Date”) or, if earlier, on the date of your deathso comply. The aggregate Company and the Executive agree to work together in good faith to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any payments that would otherwise have been paid before additional tax or income recognition prior to actual payment to the Specified Employee Payment Date shall be paid to you in a lump sum on Executive under Section 409A of the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original scheduleCode.

IRC Section 409A. The a. It is the intention of the parties hereto acknowledge and agree that, that payments or benefits payable under this Agreement not be subject to the extent applicable, this Agreement will be interpreted in accordance with, and incorporate the terms and conditions required by, additional tax imposed pursuant to Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in no event whatsoever will the Company or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalties that may be imposed on you as a result of Section 409A or any damages for failing to comply with Section 409A. Any payments to be made under this Agreement upon a termination of employment that are “nonqualified deferred compensation” shall only be made upon a “separation from service” within the meaning of Section 409A. For purposes of Section 409A, your right to receive installment payments pursuant this Agreement will be treated as a right to receive a series of separate and distinct paymentsCode. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with the goal of giving Employee the economic benefits described herein in a manner that any reimbursement of expenses or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, does not result in such reimbursement or benefit will be provided no later than December 31 of tax being imposed. b. In the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement, if any event that a payment or benefit provided payable under this Agreement is subject to you in connection with termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of additional tax imposed by Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the Code, then the Company shall (at Employee’s option) pay directly, or reimburse Employee for such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of your termination date additional tax and any interest and penalty related thereto (the “Specified Employee Payment Date409A Amounts”) orwithin 10 days of Employee’s submission to the Company of the taxing authority’s determination of amounts due (which determination must be submitted by Employee to the Company within 30 days of receipt by Employee), if earlierand in the case of Employee’s payment, evidence of such payment. At the same time as the Company’s payment or reimbursement, the Company shall pay Employee a gross-up amount to cover income, excise, and other applicable taxes on the date 409A Amounts and on the gross-up amount (before this further gross-up). For purposes of your death. The aggregate of any payments that would otherwise have been paid before calculating the Specified gross-up amounts for taxes, the Employee Payment Date shall be paid deemed to you in a lump sum on be taxed at the Specified Employee Payment Date highest marginal rate under all applicable local, state, federal, and thereafterforeign tax laws for which the payment is made. EMPLOYEE MAY REVOKE THIS AGREEMENT AND GENERAL RELEASE FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWNG THE DAY EMPLOYEE SIGNS THIS AGREEMENT AND GENERAL RELEASE. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, any remaining payments shall be paid without delay in accordance with their original scheduleIN WRITING, TO THE COMPANY, C/O XXXXX XXXXXXXX, ESQ., ELLENOFF XXXXXXXX & SCHOLE LLP, 1345 AVENUE OF THE AMERICAS, 00XX XXXXX, XXX XXXX, XXX XXXX 00000, AND STATE, “I HEREBY REVOKE MY ACCEPTANCE OF OUR AGREEMENT AND GENERAL RELEASE.” THE REVOCATION MUST BE MAILED TO XX. XXXXXXXX AND POSTMARKED WITHIN SEVEN (7) CALENDAR DAYS AFTER EMPLOYEE SIGNS THIS AGEREMENT AND GENERAL RELEASE.

IRC Section 409A. The parties hereto acknowledge and agree that, to the extent applicable, provisions of this Agreement will be interpreted in accordance with, and incorporate the terms and conditions required by, are intended to comply with Section 409A of the U.S. Internal Revenue Code and the Department of 1986, as amended, U.S. Treasury Regulations and other interpretive guidance regulations issued thereunder, including without limitation any such regulations or other and related U.S. Internal Revenue Service guidance that may be issued after the Effective Date (“Section 409A409A Rules”). Such provisions will be interpreted and applied in a manner consistent with the 409A Rules so that payments and benefits provided to Executive hereunder will not, to the greatest extent possible, be subject to taxation under such Section 409A. For this purpose each installment payment or benefit to which Executive is entitled under Sections 9 and 10 shall be considered a separate and distinct payment. Notwithstanding any provision of contrary provisions hereof, this Agreement may be amended if and to the contrary, in no event whatsoever will extent the Company Corporation or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalties the Bank determines that may be imposed on you as a result of Section 409A or any damages for failing such amendment is necessary to comply with Section 409A. Any payments the 409A Rules. If any payment, compensation or other benefit provided to be made under this Agreement upon a Executive in connection with his employment termination of employment that are is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the 409A Rules, then (i) no such amounts or benefits shall only be made upon payable or provided unless Executive’s termination of employment constitutes a “separation from service” within the meaning of Treasury Regulation Section 409A. For purposes of Section 409A1.409A-1(h), your right to receive installment payments pursuant this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that any reimbursement of expenses or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement, (ii) if any payment or benefit provided to you in connection with termination of employment Executive is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) upon his separation from service under the 409A Rules, no part of the Code, then such payment amounts or benefit benefits shall not be paid until before the first payroll day that is six (6) months plus one (1) day after Executive’s date to occur following the six-month anniversary of your termination date (the “Specified Employee New Payment Date”) or, if earlier, on the date of your death). The aggregate of any payments that otherwise would otherwise have been paid before to Executive during the Specified Employee period between the date of termination and the New Payment Date shall be paid to you Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the Specified Employee day immediately following the New Payment Date and thereafter, any remaining payments shall be paid without delay over the time period originally scheduled, in accordance with their original schedulethe terms of this Agreement. Notwithstanding anything to the contrary contained herein, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by Executive, Executive shall pay the full cost of premiums for such welfare benefits during the six (6) month period and the Bank shall pay the Executive an amount equal to the amount of such premiums paid by Executive during such six (6) month period promptly after its conclusion.

IRC Section 409A. The parties hereto acknowledge and agree that, to the extent applicable, provisions of this Agreement will be interpreted in accordance with, and incorporate the terms and conditions required by, are intended to comply with Section 409A of the U.S. Internal Revenue Code and the Department of 1986, as amended, U.S. Treasury Regulations and other interpretive guidance regulations issued thereunder, including without limitation any such regulations or other and related U.S. Internal Revenue Service guidance that may be issued after the Effective Date (“Section 409A409A Rules”). Such provisions will be interpreted and applied in a manner consistent with the 409A Rules so that payments and benefits provided to Executive hereunder will not, to the greatest extent possible, be subject to taxation under such Section 409A. Notwithstanding any provision of contrary provisions hereof, this Agreement may be amended if and to the contrary, in no event whatsoever will extent the Company Corporation or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalties the Bank determines that may be imposed on you as a result of Section 409A or any damages for failing such amendment is necessary to comply with Section 409A. Any payments to be made under this Agreement upon a termination of employment that are “nonqualified deferred compensation” shall only be made upon a “separation from service” within the meaning of Section 409A. For purposes of Section 409A409A Rules. If any payment, your right to receive installment payments pursuant this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that any reimbursement of expenses compensation or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you Executive in connection with his employment termination of employment is determined determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A Rules and you are determined to be Executive is a “specified employee” as defined in Section 409A(a)(2)(b)(i) thereunder, no part of the Code, then such payment or benefit payments shall not be paid until before the first payroll day that is six (6) months plus one (1) day after Executive’s date to occur following the six-month anniversary of your termination date (the “Specified Employee New Payment Date”) or, if earlier, on the date of your death). The aggregate of any payments that otherwise would otherwise have been paid before to Executive during the Specified Employee period between the date of termination and the New Payment Date shall be paid to you Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the Specified Employee day immediately following the New Payment Date and thereafter, any remaining payments shall be paid without delay over the time period originally scheduled, in accordance with their original schedulethe terms of this Agreement. Notwithstanding anything to the contrary contained herein, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by Executive, Executive shall pay the full cost of premiums for such welfare benefits during the six (6) month period and the Bank shall pay the Executive an amount equal to the amount of such premiums paid by Executive during such six (6) month period promptly after its conclusion.

IRC Section 409A. The a. It is the intention of the parties hereto acknowledge and agree that, that payments or benefits payable under this Agreement not be subject to the extent applicable, this Agreement will be interpreted in accordance with, and incorporate the terms and conditions required by, additional tax imposed pursuant to Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in no event whatsoever will the Company or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalties that may be imposed on you as a result of Section 409A or any damages for failing to comply with Section 409A. Any payments to be made under this Agreement upon a termination of employment that are “nonqualified deferred compensation” shall only be made upon a “separation from service” within the meaning of Section 409A. For purposes of Section 409A, your right to receive installment payments pursuant this Agreement will be treated as a right to receive a series of separate and distinct paymentsCode. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with the goal of giving Employee the economic benefits described herein in a manner that any reimbursement of expenses or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, does not result in such reimbursement or benefit will be provided no later than December 31 of tax being imposed. b. In the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement, if any event that a payment or benefit provided payable under this Agreement is subject to you in connection with termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of additional tax imposed by Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the Code, then the Company shall (at Employee’s option) pay directly, or reimburse Employee for such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of your termination date additional tax and any interest and penalty related thereto (the “Specified Employee Payment Date409A Amounts”) orwithin 10 days of Employee’s submission to the Company of the taxing authority’s determination of amounts due (which determination must be submitted by Employee to the Company within 30 days of receipt by Employee), if earlierand in the case of Employee’s payment, evidence of such payment. At the same time as the Company’s payment or reimbursement, the Company shall pay Employee a gross-up amount to cover income, excise, and other applicable taxes on the date 409A Amounts and on the gross-up amount (before this further gross-up). For purposes of your death. The aggregate of any payments that would otherwise have been paid before calculating the Specified gross-up amounts for taxes, the Employee Payment Date shall be paid deemed to you in a lump sum on be taxed at the Specified Employee Payment Date highest marginal rate under all applicable local, state, federal, and thereafterforeign tax laws for which the payment is made. EMPLOYEE MAY REVOKE THIS AGREEMENT AND GENERAL RELEASE FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWNG THE DAY EMPLOYEE SIGNS THIS AGREEMENT AND GENERAL RELEASE. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, any remaining payments shall be paid without delay in accordance with their original scheduleIN WRITING, TO THE COMPANY, C/O XXXXX XXXXXXXX, ESQ., ELLENOFF XXXXXXXX & SCHOLE LLP, 000 XXXX 00XX XXXXXX, XXX XXXX, XXX XXXX 00000, AND STATE, “I HEREBY REVOKE MY ACCEPTANCE OF OUR AGREEMENT AND GENERAL RELEASE.” THE REVOCATION MUST BE MAILED TO XX. XXXXXXXX AND POSTMARKED WITHIN SEVEN (7) CALENDAR DAYS AFTER EMPLOYEE SIGNS THIS AGEREMENT AND GENERAL RELEASE.

IRC Section 409A. It is the parties’ intention that the various applicable provisions of this Agreement are either exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or satisfy the requirements of Section 409A of the Code. The parties hereto acknowledge and agree that, to the extent applicable, that this Agreement will shall be interpreted in accordance withaccordingly, and incorporate including without limitation the terms and conditions required byfollowing provisions: (a) If at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employee” within the meaning of Section 409A of the Code and the Department of Treasury Regulations final regulations and any other interpretive guidance issued promulgated thereunder, including without limitation any such regulations or other guidance no Severance Benefit that may be issued after considered deferred compensation under Section 409A of the Effective Date Code and that is payable on account of the Executive’s Separation from Service may be paid prior to the earlier of: (“i) the expiration of the six-month period measured from the date of the Executive’s separation of service under Section 409A”)409A of the Code, or (ii) the Executive’s death. Notwithstanding the foregoing, any provision portion of this Agreement to the contrarySeverance Benefits that would otherwise be payable during the six-month period from the date of the Executive’s separation of service, in no event whatsoever will the Company or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalties but that may be imposed on you is not treated as a result payment of deferred compensation under Section 409A of the Code either due to (i) the application of the short-term deferral rule or (ii) because such Severance Benefits are separation pay due to involuntary separation from service that satisfies the amount and duration limits of Section 409A or any damages for failing to comply with Section 409A. of the Code, may be paid in the six-month period from the Executive’s separation of service. (b) Any payments to portion of the Severance Benefits that would otherwise be made under this Agreement upon a termination payable during the six-month period from the date of employment that are “nonqualified deferred compensation” shall only be made upon a “the Executive’s separation from service” within , but that cannot be paid at that time under the meaning preceding paragraph shall accrue and become payable on the date that is six months and one day following the date of Section 409A. the Executive’s separation from service. All subsequent Severance Benefits, if any, will be payable in accordance with the applicable payment schedule. For purposes of Section 409Athese purposes, your right to receive installment payments pursuant this Agreement each Severance Benefit payment is hereby designated as a separate payment and will not collectively be treated as a right single payment. This provision is intended to receive a series of separate and distinct payments. To comply with the extent that any reimbursement of expenses or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning requirements of Section 409A and you are determined of the Code so that none of the Severance Benefits to be a “specified employee” as defined in provided hereunder will be subject to the additional tax imposed under Section 409A(a)(2)(b)(i) 409A of the Code, then such payment or benefit shall not and any ambiguities herein will be paid until the first payroll date interpreted to occur following the six-month anniversary of your termination date (the “Specified Employee Payment Date”) or, if earlier, on the date of your deathso comply. The aggregate Company and the Executive agree to work together in good faith to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any payments that would otherwise have been paid before additional tax or income recognition prior to actual payment to the Specified Employee Payment Date shall be paid to you in a lump sum on Executive under Section 409A of the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original scheduleCode.

IRC Section 409A. The intent of the parties hereto acknowledge is that payments and agree that, to the extent applicable, benefits under this CEO Letter Agreement will be interpreted in accordance comply with, and incorporate the terms and conditions required byor be exempt from, Section 409A of the Internal Revenue Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder1986, including without limitation any such regulations or other guidance that may be issued after the Effective Date as amended (“Section 409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this CEO Letter Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding any provision of this Agreement anything contained herein to the contrary, in no event whatsoever you will not be considered to have terminated employment with the Company or for purposes of any of its subsidiaries or affiliates be liable for any additional tax, interest or penalties that may be imposed on you as a result of payments under this CEO Letter Agreement which are subject to Section 409A or any damages for failing of the Code until you would be considered to comply with Section 409A. Any payments to be made under this Agreement upon a termination of employment that are “nonqualified deferred compensation” shall only be made upon have incurred a “separation from service” from the Company within the meaning of Section 409A. For 409A of the Code. Each amount to be paid or benefit to be provided under this CEO Letter Agreement shall be construed as a separate identified payment for purposes of Section 409A409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this CEO Letter Agreement or any other arrangement between you and the Company during the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your separation from service (or, if earlier, your right to receive installment payments pursuant this Agreement will be treated as a right to receive a series date of separate and distinct paymentsdeath). To the extent that any reimbursement of expenses required to avoid an accelerated or in-kind benefits constitutes “nonqualified deferred compensation” additional tax under Section 409A409A of the Code, such reimbursement amounts reimbursable to you under this CEO Letter Agreement shall be paid to you on or benefit will be provided no later than December 31 before the last day of the year following the year in which the expense was incurred. The incurred and the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement (and in kind benefits provided to you) during one year may not affect amounts reimbursable or provided in any subsequent year. The amount Company makes no representation that any or all of any in-kind benefits provided the payments described in one year this CEO Letter Agreement will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement, if any payment be exempt from or benefit provided to you in connection comply with termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the Code, then Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of your termination date (the “Specified Employee Payment Date”) or, if earlier, on the date of your death. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedulepayment.

IRC Section 409A. The parties hereto acknowledge and agree that, to the extent applicable, provisions of this Agreement will be interpreted in accordance with, and incorporate the terms and conditions required by, are intended to comply with Section 409A of the U.S. Internal Code and the Department of 1986, as amended, U.S. Treasury Regulations and other interpretive guidance regulations issued thereunder, including without limitation any such regulations or other and related U.S. Internal Revenue Service guidance that may be issued after the Effective Date (“Section 409A409A Rules”). Such provisions will be interpreted and applied in a manner consistent with the 409A Rules so that payments and benefits provided to Executive hereunder will not, to the greatest extent possible, be subject to taxation under such Section 409A, including payments excluded from the 409A Rules as separation pay on account of an involuntary separation from service or as short-term deferral. Notwithstanding any provision of contrary provisions hereof, this Agreement may be amended if and to the contrary, in no event whatsoever will extent the Company or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalties Bank determines that may be imposed on you as a result of Section 409A or any damages for failing such amendment is necessary to comply with Section 409A. Any payments the 409A Rules. In addition, each payment hereunder is intended to be made under this Agreement upon constitute a termination separate payment from each other payment for purposes of employment that are “nonqualified deferred compensation” shall only be made upon Treasury Regulation § 1.409A-2(b)(2). If the Executive is a “separation from serviceSpecified Employee” within the meaning of Section 409A. For purposes of Section 409A, your right to receive installment payments pursuant this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that any reimbursement of expenses or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, such reimbursement or benefit will be provided no later than December 31 409A Rules on the date of the year Executive’s separation from service (“Separation Date”), and if an exemption from the six month delay requirement of the 409A Rules is not available, then no such payment shall be made or commence during the period beginning on the Separation Date and ending on the date that is six months following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the Code, then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of your termination date (the “Specified Employee Payment Date”) Separation Date or, if earlier, on the date of your the Executive’s death. The aggregate amount of any payments payment that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you in a lump sum the Executive during this period shall instead be paid to the Executive on the Specified Employee Payment Date first day of the first calendar month following the end of the period. This Employment Agreement is executed as of January 22, 2014. By: Dxxx X. Xxxxxxxxxxx Its: President and thereafterChief Executive Office Axxxxxxx L. Xxxxx THIS EMPLOYMENT AGREEMENT (this “Agreement”), any remaining payments shall be paid without delay signed as of January 22, 2014, between JXXX WXXXXXX XXXXX (“Executive”) and HOMETRUST BANK (the “Bank”) supersedes and replaces in accordance with their original scheduleits entirety the Employment Agreement, dated May 16, 2012, by and between Jefferson Federal Bank (“JFB”) and Executive (the “Prior Employment Agreement”), and takes effect on the consummation of the Bank Merger (the “Effective Time”) referenced below.

IRC Section 409A. The parties hereto acknowledge Employee and agree thatthe Company intend for all payments under this Agreement to be either exempt from Section 409A of the Internal Revenue Code (the “Code”) or to comply with its requirements as to timing of payments. Accordingly, to the extent applicable, this Agreement will shall at all times be interpreted operated in accordance with, and incorporate with the terms and conditions required by, requirements of Section 409A of the Code Code, as amended, and the Department of Treasury Regulations regulations and other interpretive guidance issued rulings thereunder, including without limitation any such regulations applicable transition rules. The Company shall have authority to take action, or other guidance that may be issued after refrain from taking any action, with respect to the Effective Date (“Section 409A”). Notwithstanding any provision of payments and benefits under this Agreement to the contrary, in no event whatsoever will the Company or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalties that may be imposed on you as a result of Section 409A or any damages for failing is reasonably necessary to comply with Section 409A. Any payments to that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code shall be made paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement upon shall be treated as a separate payment of compensation for purposes of applying the Section 409A of the Code deferral election rules and the exclusion under Section 409A of the Code for certain short-term deferral amounts. Notwithstanding anything in this Agreement to the contrary, if any amounts or benefits payable under this Agreement in the event of Employee’s termination of employment that are constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, payment of such amounts and benefits shall only be made upon commence when the Employee incurs a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h), without regard to any of the optional provisions thereunder, from the Company and any entity that would be considered a single employer with the Company under Code Section 409A. For purposes 414(b) or 414(c) (“Separation from Service”). Such payments or benefits shall be provided in accordance with the timing provisions of Section 409A, your right to receive installment payments pursuant this Agreement will be treated as a right by substituting the Agreement’s references to receive a series “termination of separate and distinct paymentsemployment” or “termination” with Separation from Service. To the extent that any reimbursement of expenses or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this AgreementIn addition, if at the time of Employee’s Separation from Service the Employee is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any payment amount or benefit provided to you in connection with termination of employment is determined to constitute benefits that the constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to Employee on account of the Employee’s Separation from Service will not be paid until after the earlier of (i) first business day of the seventh month following Employee’s Separation from Service, or (ii) the date of the Employee’s death (the “409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period, the Employee shall be paid a cash lump sum payment equal to any payments and you are determined benefits that the Company would otherwise have been required to provide under this Agreement but for the imposition of the 409A Suspension Period delayed because of the preceding sentence. Thereafter, the Employee shall receive any remaining payments and benefits due under this Agreement in accordance with the terms of this Section (as if there had not been any Suspension Period beforehand). To the extent not otherwise specified in this Agreement, all (A) reimbursements and (B) in-kind benefits provided under this Agreement shall be a “specified employee” as defined made or provided in accordance with the requirements of Section 409A(a)(2)(b)(i) 409A of the Code, then such payment including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Employee’s lifetime (or benefit shall during a shorter period of time specified in this Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be paid until provided, in any other calendar year; (3) the first payroll date to occur reimbursement of an eligible expense will be made no later than the last day of the calendar year following the six-month anniversary year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, although the Company intends and expects this Agreement and all awards of your termination date (compensation will not give rise to the “Specified taxes imposed under Section 409A, neither the Company nor its employees, directors or their agents shall have any obligation to pay, to mitigate, or to otherwise indemnify or hold Employee Payment Date”) or, if earlier, on the date harmless from any or all of your death. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedulesuch taxes.

IRC Section 409A. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement will be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A”). Notwithstanding any provision of this Agreement anything to the contrary, in no event whatsoever will if, at the Company or any time of its subsidiaries or affiliates be liable for any additional taxhis separation of service from Employer, interest or penalties that may be imposed on you as a result of Section 409A or any damages for failing to comply with Section 409A. Any payments to be made under this Agreement upon a termination of employment that are “nonqualified deferred compensation” shall only be made upon a “separation from service” within the meaning of Section 409A. For purposes of Section 409A, your right to receive installment payments pursuant this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that any reimbursement of expenses or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with termination of employment Executive is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in pursuant to Internal Revenue Code Section 409A(a)(2)(b)(i) of 409A, and if the Codeamounts that Executive is entitled to receive pursuant to this Agreement are not otherwise exempt from Code Section 409A, then to the extent necessary to comply with Code Section 409A, no payments for such payment or benefit shall not amounts may be paid until made under this Agreement before the first payroll date to occur following the six-month anniversary of your termination date which is six (the “Specified Employee Payment Date”6) months after Executive’s separation from service from Employer or, if earlier, on the Executive’s date of your death. The aggregate of any payments that All such amounts, which would have otherwise have been required to be paid before the Specified Employee Payment Date during such six (6) months after Executive’s separation from service shall instead be paid to you Executive in a one lump sum payment on the Specified Employee Payment Date and thereafterfirst business day of the seventh month after Executive’s separation from service from Employer or, any if earlier, Executive’s date of death. All such remaining payments shall be paid without delay made pursuant to their original terms and conditions. This Agreement is intended to comply with the applicable requirements of Code Section 409A and shall be construed and interpreted in accordance therewith. Employer may at any time amend this Agreement, or any payments to be made hereunder, as necessary to be in compliance with their original scheduleCode Section 409A and avoid the imposition on Executive of any potential excise taxes relating to Code Section 409A. Any reimbursements pursuant to the foregoing provisions of this Agreement shall be paid as soon as reasonably practicable and in all events not later than the end of Executive’s taxable year following the taxable year in which the related expense was incurred. Executive’s rights to reimbursement hereunder are not subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement in one taxable year shall not affect the amount of expenses eligible for reimbursement in any other taxable year. Any tax gross-up payments made to Executive pursuant to the foregoing provisions of this Agreement shall be made as soon as practicable and in all events not later than the end of Executive’s taxable year following the taxable year in which Executive remits the related taxes.

IRC Section 409A. The parties hereto acknowledge and agree that, (a) This Agreement is intended to the extent applicable, this Agreement will be interpreted in accordance with, and incorporate the terms and conditions required by, comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Code") or an exemption thereunder and the Department shall be construed and administered in accordance with Code Section 409A. Notwithstanding any other provision of Treasury Regulations this Agreement, payments provided under this Agreement may only be made upon an event and other interpretive guidance issued thereunder, including without limitation any such regulations in a manner that complies with Code Section 409A or other guidance an applicable exemption. Any payments under this Agreement that may be issued after excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the Effective Date (“maximum extent possible. For purposes of Code Section 409A”). Notwithstanding any provision of , each installment payment provided under this Agreement to the contrary, in no event whatsoever will the Company or any of its subsidiaries or affiliates shall be liable for any additional tax, interest or penalties that may be imposed on you treated as a result of Section 409A or any damages for failing to comply with Section 409A. separate payment. Any payments to be made under this Agreement upon a termination of employment that are “nonqualified deferred compensation” shall only be made upon a “"separation from service” within the meaning of " under Code Section 409A. For purposes of Section 409ANotwithstanding the foregoing, your right to receive installment the Company makes no representations that the payments pursuant and benefits provided under this Agreement will comply with, or are exempt from compliance from, Code Section 409A and in no event shall the Company be treated as a right to receive a series of separate and distinct payments. To the extent that liable for all or any reimbursement of expenses or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount portion of any intaxes, penalties, interest or other expenses that may be incurred by Executive on account of non-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. compliance with Code Section 409A. (b) Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you Executive in connection with her termination of employment is determined to constitute “"nonqualified deferred compensation” " within the meaning of Code Section 409A and you are Executive is determined to be a “"specified employee” " as defined in Code Section 409A(a)(2)(b)(i) of the Code), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of your termination the date of Termination (the “"Specified Employee Payment Date”") or, if earlier, on to the date of your death. extent required by Code Section 409A. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

IRC Section 409A. The parties hereto acknowledge and agree that, 18.1 Notwithstanding anything to the extent applicable, this Agreement will be interpreted contrary in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in no event whatsoever will the Company or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalties that may be imposed on you as a result of Section 409A or any damages for failing to comply with Section 409A. Any payments to be made under this Agreement upon a termination of employment that are “nonqualified deferred compensation” shall only be made upon a “separation from service” within the meaning of Section 409A. For purposes of Section 409A, your right to receive installment payments pursuant this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that any reimbursement of expenses or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with termination of employment Executive is determined to constitute a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the CodeIRC and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Executive’s termination of employment (other than due to death), then the severance benefits payable to Executive under this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the date six (6) months and one (1) day following the date of Executive’s termination of employment. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit shall not be paid until benefit. Notwithstanding anything herein to the first payroll date contrary, if Executive dies following his termination but prior to occur following the six-month anniversary of your termination date (the “Specified Employee Payment Date”) or, if earlier, on the his date of your death. The aggregate of termination, then any payments that would otherwise have been paid before the Specified Employee Payment Date shall delayed in accordance with this paragraph will be paid to you payable in a lump sum on (less applicable withholding taxes) to Executive’s estate as soon as administratively practicable after the Specified Employee Payment Date date of Executive’s death and thereafter, any remaining payments shall all other Deferred Compensation Separation Benefits will be paid without delay payable in accordance with their original schedulethe payment schedule applicable to each payment or benefit. 18.2 It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. FEI and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A prior to actual payment to Executive.

IRC Section 409A. The parties hereto acknowledge and agree that, 23.1 Notwithstanding anything to the extent applicable, this Agreement will be interpreted contrary in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in no event whatsoever will the Company or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalties that may be imposed on you as a result of Section 409A or any damages for failing to comply with Section 409A. Any payments to be made under this Agreement upon a termination of employment that are “nonqualified deferred compensation” shall only be made upon a “separation from service” within the meaning of Section 409A. For purposes of Section 409A, your right to receive installment payments pursuant this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that any reimbursement of expenses or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with termination of employment Executive is determined to constitute a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the CodeIRC and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Executive’s termination of employment (other than due to death), then the severance benefits payable to Executive under this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the date six (6) months and one (1) day following the date of Executive’s termination of employment. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit shall not be paid until benefit. Notwithstanding anything herein to the first payroll date contrary, if Executive dies following his termination but prior to occur following the six-month anniversary of your termination date (the “Specified Employee Payment Date”) or, if earlier, on the his date of your death. The aggregate of termination, then any payments that would otherwise have been paid before the Specified Employee Payment Date shall delayed in accordance with this paragraph will be paid to you payable in a lump sum on (less applicable withholding taxes) to Executive’s estate as soon as administratively practicable after the Specified Employee Payment Date date of Executive’s death and thereafter, any remaining payments shall all other Deferred Compensation Separation Benefits will be paid without delay payable in accordance with their original schedulethe payment schedule applicable to each payment or benefit. 23.2 It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. FEI and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A prior to actual payment to Executive.

IRC Section 409A. The parties hereto acknowledge and agree that, to the extent applicable, provisions of this Agreement will be interpreted in accordance with, and incorporate the terms and conditions required by, are intended to comply with Section 409A of the U.S. Internal Revenue Code and the Department of 1986, as amended, U.S. Treasury Regulations and other interpretive guidance regulations issued thereunder, including without limitation any such regulations or other and related U.S. Internal Revenue Service guidance that may be issued after the Effective Date (“Section 409A409A Rules”). Such provisions will be interpreted and applied in a manner consistent with the 409A Rules so that payments and benefits provided to Executive hereunder will not, to the greatest extent possible, be subject to taxation under such Section 409A. Notwithstanding any provision of contrary provisions hereof, this Agreement may be amended if and to the contrary, in no event whatsoever will extent the Company or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalties the Bank determines that may be imposed on you as a result of Section 409A or any damages for failing such amendment is necessary to comply with Section 409A. Any payments to be made under this Agreement upon a termination of employment that are “nonqualified deferred compensation” shall only be made upon a “separation from service” within the meaning of Section 409A. For purposes of Section 409A409A Rules. If any payment, your right to receive installment payments pursuant this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that any reimbursement of expenses compensation or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you Executive in connection with his employment termination of employment is determined determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A Rules and you are determined to be Executive is a “specified employee” as defined in Section 409A(a)(2)(b)(i) thereunder, no part of the Code, then such payment or benefit payments shall not be paid until before the first payroll day that is six (6) months plus one (1) day after Executive’s date to occur following the six-month anniversary of your termination date (the “Specified Employee New Payment Date”) or, if earlier, on the date of your death). The aggregate of any payments that otherwise would otherwise have been paid before to Executive during the Specified Employee period between the date of termination and the New Payment Date shall be paid to you Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the Specified Employee day immediately following the New Payment Date and thereafter, any remaining payments shall be paid without delay over the time period originally scheduled, in accordance with their original schedulethe terms of this Agreement. Notwithstanding anything to the contrary contained herein, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefore were paid by Executive, Executive shall pay the full cost of premiums for such welfare benefits during the six (6) month period and the Bank shall pay the Executive an amount equal to the amount of such premiums paid by Executive during such six (6) month period promptly after its conclusion.

IRC Section 409A. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement will be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A”). i) Notwithstanding any provision of this Agreement anything herein to the contrary, in no event whatsoever will (i) if upon the Company or any of its subsidiaries or affiliates be liable for any additional taxEmployment Termination Date, interest or penalties that may be imposed on you as a result of Section 409A or any damages for failing to comply with Section 409A. Any payments to be made under this Agreement upon a termination of employment that are “nonqualified deferred compensation” shall only be made upon a “separation from service” within the meaning of Section 409A. For purposes of Section 409A, your right to receive installment payments pursuant this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that any reimbursement of expenses or in-kind benefits constitutes “nonqualified deferred compensation” under Section 409A, such reimbursement or benefit will be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year will not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with termination of employment Executive is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to avoid the imposition on Executive of any tax penalty, including interest, under Section 409A of the Code, then the Company will defer the commencement of any such payment payments or benefit shall not be benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the first payroll date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A or the Code). Executive and the Company agree to occur following use reasonable best efforts to cooperate, including by restructuring the six-month anniversary timing of your termination date payments under this Agreement to avoid the imposition of any additional tax or interest charge under Section 409A in respect of payments to Executive under this Agreement. (ii) It is intended that any amounts payable under this Agreement shall comply with Section 409A of the Code and the regulations relating thereto so as not to subject Executive to the payment of interest, tax and penalties which may be imposed under Section 409A of the Code. However, in the event that it shall be determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) to or for the benefit of Executive would be subject to any interest and tax imposed by Section 409A of the Code, the Company shall reimburse Executive for fifty percent (50%) of any tax, interest and penalties levied on the Executive with respect to such payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) under Section 409A of the Code (the “Specified Employee Payment Date409A Gross Up Payment”) or, if earlier, on the date of your death. The aggregate as well as for fifty percent (50%) of any payments other tax, including income and withholding taxes, levied on Executive with respect to the 409A Gross Up Payment. Executive shall notify the Company, in writing, within thirty (30) days of receipt of notification from the Internal Revenue Service of the imposition of any tax under Section 409A. The Company shall pay Executive the 409A Gross Up Payment within sixty (60) days of such notice from Executive; provided, however, that would otherwise have been paid before the Specified Employee 409A Gross Up Payment Date shall be paid to you made no later than two and one-half (2 1/2) months following the later of (i) the end of the calendar year or (ii) the end of the Fiscal Year, in a lump sum on which notification from the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original scheduleInternal Revenue Service imposing such tax is received by Executive.