Common use of Plan Terminations Under Section 409A of the Code Clause in Contracts

Plan Terminations Under Section 409A of the Code. Notwithstanding anything to the contrary in Section 7.2, if this Agreement terminates and liquidates in the following circumstances, the Company will distribute the amount the Company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Director in a lump sum subject to the above terms: (a) The Company terminates and liquidates the Agreement within twelve (12) months of the Company’s dissolution or with the approval of a bankruptcy court, provided that the amounts deferred under the Agreement are included in the Director’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates and liquidates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practicable; (b) The Company terminates and liquidates the Agreement within thirty (30) days before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all arrangements sponsored by the Company after the change in control event that are treated as having been deferred under a single plan (as determined in accordance with Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder) are terminated and liquidated with respect to each participant who experienced a change in control event, so the Director and all participants in such arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination and liquidation of the arrangements; or (c) The Company terminates and liquidates, in addition to the Agreement, all arrangements sponsored by the Company that would be aggregated with the Agreement (as determined in accordance with Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder) if the Director had deferrals of compensation under all of the arrangements, no payments in liquidation of the Agreement are made within twelve (12) months of the termination and liquidation but all payments are made within twenty-four (24) months of the termination and liquidation, the Company does not adopt any new arrangements that would be aggregated with the Agreement under Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder if the Director participated in such arrangements at any time within three (3) years following the date of such termination and liquidation, and the termination and liquidation does not occur proximate to a downturn in the financial health of the Company.

Plan Terminations Under Section 409A of the Code. Notwithstanding anything to the contrary in Section 7.2, if this Agreement terminates and liquidates in the following circumstances, the Company will distribute the amount the Company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms: (a) The Company terminates and liquidates the Agreement within twelve (12) months of the Company’s dissolution or with the approval of a bankruptcy court, court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates and liquidates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practicable; (b) The Company terminates and liquidates the Agreement within thirty (30) days before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all arrangements sponsored by the Company after the change in control event that are treated as having been deferred under a single plan (as determined in accordance with Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder) are terminated and liquidated with respect to each participant who experienced a change in control event, so the Director Executive and all participants in such arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination and liquidation of the arrangements; or (c) The Company terminates and liquidates, in addition to the Agreement, all arrangements sponsored by the Company that would be aggregated with the Agreement (as determined in accordance with Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder) if the Director Executive had deferrals of compensation under all of the arrangements, no payments in liquidation of the Agreement are made within twelve (12) months of the termination and liquidation but all payments are made within twenty-four (24) months of the termination and liquidation, the Company does not adopt any new arrangements that would be aggregated with the Agreement under Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder if the Director Executive participated in such arrangements at any time within three (3) years following the date of such termination and liquidation, and the termination and liquidation does not occur proximate to a downturn in the financial health of the Company.

Plan Terminations Under Section 409A of the Code. Notwithstanding anything to the contrary in Section 7.28.2, if this Agreement terminates and liquidates in the following circumstances, the Company will distribute the amount the Company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the this Agreement, to the Director in a lump sum subject to the above terms: (a) The Company terminates and liquidates the this Agreement within twelve (12) months of the Company’s dissolution or with the approval of a bankruptcy court, provided that the amounts deferred under the this Agreement are included in the Director’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates and liquidates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practicable; (b) The Company terminates and liquidates the this Agreement within thirty (30) days before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all arrangements sponsored by the Company after the change in control event that are treated as having been deferred under a single plan (as determined in accordance with Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunderCode) are terminated and liquidated with respect to each participant who experienced a change in control event, so the Director and all participants in such arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination and liquidation of the arrangements; or (c) The Company terminates and liquidates, in addition to the this Agreement, all arrangements sponsored by the Company that would be aggregated with the this Agreement (as determined in accordance with Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunderCode) if the Director had deferrals of compensation under all of the arrangements, no payments in liquidation of the this Agreement are made within twelve (12) months of the termination and liquidation but all payments are made within twenty-four (24) months of the termination and liquidation, the Company does not adopt any new arrangements that would be aggregated with the this Agreement under Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder if the Director participated in such arrangements at any time within three (3) years following the date of such termination and liquidation, and the termination and liquidation does not occur proximate to a downturn in the financial health of the Company.. First United Security Bank DIRECTOR RETIREMENT AGREEMENT

Plan Terminations Under Section 409A of the Code. Notwithstanding anything to the contrary in Section 7.28.2, if this Agreement terminates and liquidates in the following circumstances, the Company will distribute the amount the Company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the this Agreement, to the Director in a lump sum subject to the above terms: (a) The Company terminates and liquidates the this Agreement within twelve (12) months of the Company’s dissolution or with the approval of a bankruptcy court, provided that the amounts deferred under the this Agreement are included in the Director’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the this Agreement terminates and liquidates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practicable; (b) The Company terminates and liquidates the this Agreement within thirty (30) days before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all arrangements sponsored by the Company after the change in control event that are treated as having been deferred under a single plan (as determined in accordance with Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunderCode) are terminated and liquidated with respect to each participant who experienced a change in control event, so the Director and all participants in such arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination and liquidation of the arrangements; or (c) The Company terminates and liquidates, in addition to the this Agreement, all arrangements sponsored by the Company that would be aggregated with the this Agreement (as determined in accordance with Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunderCode) if the Director had deferrals of compensation under all of the arrangements, no payments in liquidation of the this Agreement are made within twelve (12) months of the termination and liquidation but all payments are made within twenty-four (24) months of the termination and liquidation, the Company does not adopt any new arrangements that would be aggregated with the this Agreement under Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder if the Director participated in such arrangements at any time within three (3) years following the date of such termination and liquidation, and the termination and liquidation does not occur proximate to a downturn in the financial health of the Company.