Restrictions on Specified Executives. If the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and delayed payment of any amount or commencement of any benefit under this Agreement is required to avoid a prohibited distribution under Section 409A(a)(2) of the Code, then, to such extent as required, deferred compensation payable hereunder in connection with the Executive’s termination of employment will be delayed and paid, with interest at the short term applicable federal rate as in effect as of the termination date, in a single lump sum six months and one day thereafter (or if earlier, the date of the Executive’s death). The Compensation Committee of the Board shall determine whether the Executive is a “specified employee” based on the procedures adopted by the Company in writing, which procedures shall comply with the applicable limitations under Section 409A of the Code, and the rules prescribed in Treasury Regulation §1.409A-1(i).
Restrictions on Specified Executives. If the Bank (or its delegate) determines that Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and delayed payment of any amount or commencement of any benefit under this Agreement is required to avoid a prohibited distribution under Code Section 409A(a)(2), then, to such extent as required, deferred compensation payable hereunder in connection with Executive’s termination of employment will be delayed and paid in a single lump sum six months thereafter (or if earlier, the date of Executive’s death). In determining whether Executive is a “specified employee” the Bank (or its delegate) may, but need not, elect in writing, subject to the applicable limitations under Code Section 409A, any of the special elective rules prescribed in Treasury Regulation §1.409A-1(i).
Restrictions on Specified Executives. If Bancshares determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and delayed payment of any amount or commencement of any benefit under this Agreement is required to avoid a prohibited distribution under Section 409A(a)(2) of the Code, then, to such extent as required, deferred compensation payable hereunder in connection with the Executive’s termination of employment will be delayed and paid, with interest at the “prime rate” as published in the Wall Street Journal, in a single lump sum six months and one day thereafter (or if earlier, the date of the Executive’s death). The Human Resources Policy Committee of the Board shall determine whether the Executive is a “specified employee” based on the procedures adopted by Bancshares in writing, which procedures shall comply with the applicable limitations under Section 409A of the Code, and the rules prescribed in Treasury Regulation §1.409A-1(i).
(c) For periods following a “Change of Control,” as soon as administratively feasible upon the Executive’s Separation from Service, Bancshares shall establish a “rabbi trust” (the “Trust”) with an independent national bank to hold each payment that is suspended pursuant to this Section 16(b). On the payment date for each such payment, Bancshares shall deposit the total payment amount in the Trust, Such amount shall be held by the trustee pursuant to the terms of such Trust and paid to Employee as of the earlier of (i) the first day that is six months following his separation from service, or (ii) the Employee’s date of death. Such amount shall be accumulated and paid in a lump sum with interest at the “prime rate” as published in the Wall Street Journal on the date that is the earlier of (i) and (ii) above.
