Common use of Special Compensation Clause in Contracts

Special Compensation. The Executive and Cortland Bancorp acknowledge and agree that the post-employment restrictions in this section 19 apply in the Restricted Period without regard to whether a Change in Control has previously occurred. Because the Executive may be subject to the post-employment restrictions of this section 19 without also being entitled to Change-in-Control benefits under this Agreement, Cortland Bancorp hereby agrees that the Executive shall be entitled to one times compensation, as the term compensation is defined in section 1(a), under this section 19(g), payable in a single lump sum, without reduction to account for the time value of money or discounting to present value, except that the Executive shall not be entitled to any compensation under this section 19(g) if (x) the Executive is entitled to receive or has received Change-in-Control compensation under this Agreement or (y) the Executive’s employment termination is on account of retirement or occurs after the Executive attains age 65. The provisions of section 4, prohibiting payment of severance in specified cases, shall not apply to or operate to prevent payment of special compensation to which the Executive is entitled under this section 19 after employment termination. The special compensation payable under this section 19(g) shall be paid to the Executive within five days after the Executive’s employment termination, but if when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if the special compensation payable under this section 19(g) would be considered nonqualified deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available, rather than being payable within five days after employment termination the special compensation payable under this section 19(g) shall be paid to the Executive in a single lump sum without interest on the first day of the seventh month after the month in which the Executive’s employment terminates.

Special Compensation. The Executive and Cortland Bancorp acknowledge and agree that the post-employment restrictions in this section 19 apply in the Restricted Period without regard to whether a Change in Control has previously occurred. Because the Executive may be subject to the post-employment restrictions of this section 19 without also being entitled to Change-in-Control benefits under this Agreement, Cortland Bancorp hereby agrees that the Executive shall be is entitled to one times compensation, as the term compensation is defined in section 1(a), under this section 19(g), payable in a single lump sum, without reduction to account for the time value of money or discounting to present value, except that the Executive shall is not be entitled to any compensation under this section 19(g) if (x) the Executive is entitled to receive or has received Change-in-Control compensation under this Agreement or (y) the Executive’s employment termination is on account of retirement or occurs after the Executive attains age 65. The provisions of section 4, prohibiting payment of severance in specified cases, shall do not apply to or operate to prevent payment of special compensation to which the Executive is entitled under this section 19 after employment termination. The special compensation payable under this section 19(g) shall will be paid to the Executive within five days after the Executive’s employment termination, but if when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if the special compensation payable under this section 19(g) would be considered nonqualified deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available, rather than being payable within five days after employment termination the special compensation payable under this section 19(g) shall will be paid to the Executive in a single lump sum without interest on the first day of the seventh month after the month in which the Executive’s employment terminates.

Special Compensation. The Executive and Cortland Bancorp acknowledge and agree that the post-employment restrictions in this section 19 apply in the Restricted Period without regard to whether a Change in Control has previously occurred. Because the Executive may be subject to the post-employment restrictions of this section 19 without also being entitled to Change-in-Control benefits under this Agreement, Cortland Bancorp hereby agrees that the Executive shall be entitled to one times compensation, as the term compensation is defined in section 1(a), under this section 19(g), payable in a single lump sum, without reduction to account for the time value of money or discounting to present value, except that the Executive shall not be entitled to any compensation under this section 19(g) if (x) the Executive is entitled to receive or has received Change-in-Control compensation under this Agreement or (y) the Executive’s employment termination is on account of retirement or occurs after the Executive attains age 65. The provisions of section 4, prohibiting payment of severance in specified cases, shall not apply to or operate to prevent payment of special compensation to which the Executive is entitled under this section 19 after employment termination. The special compensation payable under this section 19(g) shall be paid to the Executive within five days after the Executive’s employment termination, but if when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if the special compensation payable under this section 19(g) would be considered nonqualified deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available, rather than being payable within five days after employment termination the special compensation payable under this section 19(g) shall be paid to the Executive in a single lump sum without interest on the first day of the seventh month after the month in which the Executive’s employment terminates.

Special Compensation. The Executive and Cortland Bancorp acknowledge and agree that the post-employment restrictions in this section 19 18 apply in the Restricted Period without regard to whether a Change in Control has previously occurred. Because the Executive may be subject to the post-employment restrictions of this section 19 18 without also being entitled to Change-in-Control benefits under this Agreement, Cortland Bancorp hereby agrees that the Executive shall be is entitled to one times compensation, as the term compensation is defined in section 1(a), under this section 19(g18(g), payable in a single lump sum, without reduction to account for the time value of money or discounting to present value, except that the Executive shall is not be entitled to any compensation under this section 19(g18(g) if (x) the Executive is entitled to receive or has received Change-in-Control compensation under this Agreement or (y) the Executive’s employment termination is on account of retirement or occurs after the Executive attains age 65. The provisions of section 43, prohibiting payment of severance in specified cases, shall do not apply to or operate to prevent payment of special compensation to which the Executive is entitled under this section 19 18 after employment termination. The special compensation payable under this section 19(g18(g) shall will be paid to the Executive within five days after the Executive’s employment termination, but if when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if the special compensation payable under this section 19(g18(g) would be considered nonqualified deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available, rather than being payable within five days after employment termination the special compensation payable under this section 19(g18(g) shall will be paid to the Executive in a single lump sum without interest on the first day of the seventh month after the month in which the Executive’s employment terminates.

Special Compensation. The Executive and Cortland Bancorp acknowledge and agree that the post-employment restrictions in this section 19 apply in the Restricted Period without regard to whether a Change in Control has previously occurred. Because the Executive may be subject to the post-employment restrictions of this section 19 without also being entitled to Change-in-Control benefits under this Agreement, Cortland Bancorp hereby agrees that the Executive shall be is entitled to one times compensation, as the term compensation is defined in section 1(a), under this section 19(g), payable in a single lump sum, without reduction to account for the time value of money or discounting to present value, except that the Executive shall is not be entitled to any compensation under this section 19(g) if (x) the Executive is entitled to receive or has received Change-in-Control compensation under this Agreement or (y) the Executive’s employment termination is on account of retirement or occurs after the Executive attains age 65. The provisions of section 4, prohibiting payment of severance in specified cases, shall do not apply to or operate to prevent payment of special compensation to which the Executive is entitled under this section 19 after employment termination. The special compensation payable under this section 19(g) shall will be paid to the Executive within five days after the Executive’s employment termination, but if when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if the special compensation payable under this section 19(g) would be considered nonqualified deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available, rather than being payable within five days after employment termination the special compensation payable under this section 19(g) shall will be paid to the Executive in a single lump sum without interest on the first day of the seventh month after the month in which the Executive’s employment terminates.

Special Compensation. The Executive and Cortland Bancorp acknowledge and agree that the post-employment restrictions in this section 19 apply in the Restricted Period without regard to whether a Change in Control has previously occurred. Because the Executive may be subject to the post-employment restrictions of this section 19 without also being entitled to Change-in-Control benefits under this Agreement, Cortland Bancorp hereby agrees that the Executive shall be entitled to one times compensation, as the term compensation is defined in section 1(a), under this section 19(g), payable in a single lump sum, without reduction to account for the time value of money or discounting to present value, except that the Executive shall not be entitled to any compensation under this section 19(g) if (x) the Executive is entitled to receive or has received Change-in-Control compensation under this Agreement or (y) the Executive’s employment termination is on account of retirement or occurs after the Executive attains age 65. The provisions of section 4, prohibiting payment of severance in specified cases, shall not apply to or operate to prevent payment of special compensation to which the Executive is entitled under this section 19 after employment termination. The special compensation payable under this section 19(g) shall be paid to the Executive within five days after the Executive’s employment termination, but if when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if the special compensation payable under this section 19(g) would be considered nonqualified deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available, rather than being payable within five days after employment termination the special compensation payable under this section 19(g) shall be paid to the Executive in a single lump sum without interest on the first day of the seventh month after the month in which the Executive’s employment terminates.. [section 19(g) as amended June 25, 2014]