Common use of Reimbursements and In-Kind Benefits Clause in Contracts

Reimbursements and In-Kind Benefits. Any reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide, in any given calendar year shall not affect the expenses that the Company is obligated to reimburse, or the in-kind benefits that the Company is obligated to pay or provide, in any other calendar year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; (iii) Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than Executive’s remaining lifetime.

Reimbursements and In-Kind Benefits. Any With respect to reimbursements and in-kind benefits that may be provided under this the Agreement that constitute deferred compensation within (the meaning of “Reimbursement Plans”), to the extent any benefits provided under the Reimbursement Plans are subject to Section 409A of 409A, the Code Reimbursement Plans shall be made or provided in accordance with meet the requirements of Section 409A of the Code, including, without limitation, that following requirements: (i) in no event Reimbursement Plans shall any feesuse an objectively determinable, nondiscretionary definition of the expenses eligible for reimbursement or other amounts eligible of the in-kind benefits to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; provided; (ii) Reimbursement Plans shall provide that the amount of expenses eligible for reimbursement, or in-kind benefits that provided, during the Company is obligated to pay or provide, in any given calendar Executive’s taxable year shall may not affect the expenses that the Company is obligated to reimburseeligible for reimbursement, or the in-kind benefits that the Company is obligated to pay or providebe provided, in any other calendar taxable year, provided provided, however, that the foregoing clause (iiReimbursement Plans providing for reimbursement of expenses referred to in Code Section 105(b) shall not be violated with regard fail to expenses reimbursed under any arrangement covered by meet the requirement of this Section 105(b18(G)(ii) of the Code solely because such expenses are subject to Reimbursement Plans provide for a limit related to on the amount of expenses that may be reimbursed under such arrangements over some or all of the period the arrangement is in which Reimbursement Plans remain in effect; ; (iii) The reimbursement of an eligible expense is made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred; and (iv) The right to have the Company pay reimbursement or provide such reimbursements and in-kind benefits may under the Reimbursement Plans shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than Executive’s remaining lifetime.

Reimbursements and In-Kind Benefits. Any reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A of the Code shall be made or provided in accordance with the requirements of Code Section 409A of the Code409A, including, without limitation, that (i) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide, in any given calendar year shall not affect the expenses that the Company is obligated to reimburse, or the in-kind benefits that the Company is obligated to pay or provide, in any other calendar year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime.

Reimbursements and In-Kind Benefits. Any reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code409A, including, without limitation, that (i) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide, in any given calendar year shall not affect the expenses that the Company is obligated to reimburse, or the in-kind benefits that the Company is obligated to pay or provide, in any other calendar year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; (iii) Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than Executive’s remaining lifetime.

Reimbursements and In-Kind Benefits. Any All reimbursements and in-kind benefits provided under this Agreement that constitute “nonqualified deferred compensation compensation” within the meaning of Code Section 409A of the Code shall be made or provided in accordance with the requirements of Code Section 409A of the Code409A, including, without limitation, that (i) in no event shall any fees, expenses or other amounts eligible to be reimbursed reimbursements by the Company under this Agreement be paid made later than the last day end of the calendar year next following the calendar year in which the applicable feesfees and expenses were incurred, provided, that the Executive shall have submitted an invoice for such fees and expenses or other amounts at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide, provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the expenses that the Company is obligated to reimburse, or the in-kind benefits that the Company is obligated to pay or provide, provide in any other calendar year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime.lifetime (or if longer, through the 20th anniversary of the Effective Date). Prior to the Change in Control but within the time period permitted by the applicable Treasury Regulations (or such later time as may be permitted under Code Section 409A or any IRS or Department of Treasury rules or other guidance issued thereunder), the Company may, in consultation with the Executive, modify the Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to avoid the incurrence of tax penalties under Code Section 409A.

Reimbursements and In-Kind Benefits. Any To the extent that any reimbursements and or in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of payments are subject to Section 409A of the Code Code, then such reimbursements or in-kind payments (other than medical expenses) shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitationwhere applicable, that the requirement that: (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurredAgreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provideprovided, in any given during a calendar year shall may not affect the expenses that the Company is obligated to reimburseeligible for reimbursement, or the in-kind benefits that the Company is obligated to pay or providebe provided, in any other calendar year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; (iii) Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not reimbursement of an eligible expense shall be liquidated or exchanged for any other benefitmade no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) in no event shall the Company’s obligations right to make such reimbursements reimbursement or to provide such in-kind benefits apply later is not subject to liquidation or exchange for another benefit. For medical expenses, to the extent this Agreement entitles Executive to reimbursement by the Company of payments of medical expenses incurred and paid by Executive but not reimbursed by a person other than Executive’s remaining lifetimethe Company and allowable as a deduction under Section 213 of the Code (disregarding the requirement of Section 213(a) of the Code that the deduction is available only to the extent that such expenses exceed 7.5% of adjusted gross income), then the reimbursement applies during the period of time during which Executive would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Company or the Bank under Section 4980B (COBRA) of the Code if Executive elected such coverage and paid the applicable premiums.