Termination Distributions Under Code Section 409A Clause Samples

Termination Distributions Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Bank terminates this Agreement in the following circumstances: (a) Within thirty (30) days before or twelve (12) months after a transaction described in Code Section 409A(2)(A)(v) and Regulations Section 1.409A-3(i)(5), i.e., a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the Bank’s assets, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s agreements, methods, programs and other arrangements immediately after such transaction occurs with respect to which deferrals of compensation are treated as having been deferred under a single plan under Regulations Section 1.409A-1(c) are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such terminations; (b) Upon the Bank’s dissolution under Code Section 331 or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the 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 practical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Bank may distribute the Account Value to the Executive in a lump sum subject to the above terms.