Common use of Termination of Plan Clause in Contracts

Termination of Plan. (a) The Employer may terminate the Plan at any time, provided the following requirements are satisfied: (1) If this is an account balance elective plan, there are no other account balance elective plans maintained by the Employer with respect to any Participants in this Plan or all account balance elective plans maintained by the Employer have been terminated with respect to all Participants in this Plan; (2) If this is an account balance non-elective plan, there are no other account balance non-elective plans maintained by the Employer with respect to any Participants in this Plan or all account balance non-elective plans maintained by the Employer have been terminated with respect to all Participants in this Plan; (3) No payments to Participants other than payments that would have been paid absent the termination are made within twelve (12) months of the Plan termination; (4) All payments are made within twenty-four (24) months of the Plan termination; and (5) The Employer does not adopt a plan of the same type as the Plan for a period of three (3) years following the date of Plan termination. (b) Section 10.2(a) shall not apply if the Plan is terminated: (1) Within twelve (12) months of a corporate dissolution taxed under Code section 331 or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that amounts deferred under the Plan are included in the Participants’ income in the latest of: (i) The calendar year in which the Plan termination occurs; (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 payment is administratively practicable. (2) Within thirty (30) days preceding or twelve (12) months following a Change in Control Event as defined under Section 5.7, provided that all substantially similar arrangements sponsored by the Employer are terminated, so that the Participant in the arrangement and all Participants under substantially similar arrangements are required to receive all amounts of Compensation deferred under the terminated arrangements within twelve (12) months of the date of termination of the arrangements. (c) Upon Plan termination in accordance with Section 10.2(a) and Section 10.2(b), a Participant’s Account balance shall be payable in a lump sum cash payment to Participants. Any Participant who is already in pay status and has been receiving payments in a form or forms under Section 5.1A(a)(2), 5.1A(a)(3), and 5.1A(a)(4) or Section 5.1B(a)(2), Section 5.1B(a)(3), and 5.1B(a)(4) shall receive the balance(s) of his or her Participant’s Account balance(s) in a lump sum cash payment. (d) Notwithstanding the foregoing, if the Plan Administrator, in its sole discretion, determines that any accelerated payments made on account of Plan termination are prohibited under Code section 409A and applicable guidance thereunder, the Plan Administrator reserves the right to refuse to make any such payments unless and until the Plan Administrator determines that the payments may be made in accordance with Code section 409A.

Termination of Plan. Notwithstanding anything to the contrary in Section 10.1 of this Plan, the Bank may irrevocably terminate this Plan without the Executive’s consent in the following circumstances: (a) The Employer may terminate the Plan at any timeWithin thirty (30) days before a Change in Control, provided that all distributions are made no later than twelve (12) months following such irrevocable termination of this Plan and further provided that all of the following requirements are satisfied: (1) If this is an account balance elective plan, there are no other account balance elective plans maintained arrangements sponsored by the Employer Bank that would be aggregated with respect to any Participants in this Plan or under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all account balance elective plans maintained by Executives under the Employer have been other aggregated arrangements are required to receive all amounts of compensation deferred under the terminated with respect to all Participants in this Plan; (2) If this is an account balance non-elective plan, there are no other account balance non-elective plans maintained by the Employer with respect to any Participants in this Plan or all account balance non-elective plans maintained by the Employer have been terminated with respect to all Participants in this Plan; (3) No payments to Participants other than payments that would have been paid absent the termination are made arrangements within twelve (12) months of the Plan terminationdate the Bank irrevocably takes all necessary action to terminate such arrangements; (4) All payments are made within twenty-four (24) months of the Plan termination; and (5) The Employer does not adopt a plan of the same type as the Plan for a period of three (3) years following the date of Plan termination. (b) Section 10.2(a) shall not apply if the Plan is terminated: (1) Within With twelve (12) months of a corporate dissolution of the Bank taxed under Section 331 of the Code section 331 or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the this Plan are included in the Participants’ Executive's gross income in the latest of: of (i) The the calendar year in which the this Plan termination occurs; terminates; (ii) The the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or or (iii) The the first calendar year in which the payment distribution is administratively practicable.; or (2c) Within thirty Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Plan pursuant to Treasury Regulation §1.409A-1(c) if the Executive participated in such arrangements (30) days preceding or twelve (12) months following a Change in Control Event as defined under Section 5.7“Similar Arrangements”), provided that all substantially similar arrangements sponsored by (i) the Employer are terminated, so that the Participant termination and liquidation does not occur proximate to a downturn in the arrangement and all Participants under substantially similar arrangements financial health of the Bank, (ii) no payments are required to receive all amounts of Compensation deferred under the terminated arrangements made within twelve (12) months of the date of termination of the arrangements. (c) Upon Plan termination in accordance with Section 10.2(a) and Section 10.2(b), a Participant’s Account balance shall arrangements other than payments that would be payable under the terms of the arrangements if the termination had not occurred, (iii) all termination distributions are made no later than twenty-four (24) months following such termination, and (iv) 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 Plan; the Bank may distribute the vested benefit under the Plan, determined as of the date of the termination of this Plan to the Executive in a lump sum cash payment subject to Participants. Any Participant who is already in pay status and has been receiving payments in a form or forms under Section 5.1A(a)(2), 5.1A(a)(3), and 5.1A(a)(4) or Section 5.1B(a)(2), Section 5.1B(a)(3), and 5.1B(a)(4) shall receive the balance(s) of his or her Participant’s Account balance(s) in a lump sum cash paymentabove terms. (d) Notwithstanding the foregoing, if the Plan Administrator, in its sole discretion, determines that any accelerated payments made on account of Plan termination are prohibited under Code section 409A and applicable guidance thereunder, the Plan Administrator reserves the right to refuse to make any such payments unless and until the Plan Administrator determines that the payments may be made in accordance with Code section 409A.

Termination of Plan. Notwithstanding anything to the contrary in Section 9.1 of this Plan, the Bank may irrevocably terminate this Plan without the Executive’s consent in the following circumstances: (a) The Employer may terminate the Plan at any timeWithin thirty (30) days before a Change in Control, provided that all distributions are made no later than twelve (12) months following such irrevocable termination of this Plan and further provided that all of the following requirements are satisfied: (1) If this is an account balance elective plan, there are no other account balance elective plans maintained arrangements sponsored by the Employer Bank that would be aggregated with respect to any Participants in this Plan or under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all account balance elective plans maintained by employees under the Employer have been other aggregated arrangements are required to receive all amounts of compensation deferred under the terminated with respect to all Participants in this Plan; (2) If this is an account balance non-elective plan, there are no other account balance non-elective plans maintained by the Employer with respect to any Participants in this Plan or all account balance non-elective plans maintained by the Employer have been terminated with respect to all Participants in this Plan; (3) No payments to Participants other than payments that would have been paid absent the termination are made arrangements within twelve (12) months of the Plan termination; (4) All payments are made within twenty-four (24) months of date the Plan terminationBank irrevocably takes all necessary action to terminate such arrangements; and (5) The Employer does not adopt a plan of the same type as the Plan for a period of three (3) years following the date of Plan termination. (b) Section 10.2(a) shall not apply if the Plan is terminated: (1) Within twelve (12) months of a corporate dissolution of the Bank taxed under Code section Section 331 or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the this Plan are included in the Participants’ Executive's gross income in the latest of: of (i) The the calendar year in which the this Plan termination occurs; terminates; (ii) The the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or or (iii) The the first calendar year in which the payment distribution is administratively practicable. ; or (2c) Within thirty Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Plan pursuant to Treasury Regulation §1.409A-1(c) if the Executive participated in such arrangements (30) days preceding or twelve (12) months following a Change in Control Event as defined under Section 5.7“Similar Arrangements”), provided that all substantially similar arrangements sponsored by (i) the Employer are terminated, so that the Participant termination and liquidation does not occur proximate to a downturn in the arrangement and all Participants under substantially similar arrangements financial health of the Bank, (ii) no payments are required to receive all amounts of Compensation deferred under the terminated arrangements made within twelve (12) months of the date of termination of the arrangements. (c) Upon Plan termination in accordance with Section 10.2(a) and Section 10.2(b), a Participant’s Account balance shall arrangements other than payments that would be payable under the terms of the arrangements if the termination had not occurred, (iii) all termination distributions are made no later than twenty-four (24) months following such termination, and (iv) 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 Plan; provided that, in all cases, the Bank distributes the benefit under this Plan, determined as of the date of the termination of this Plan, to the Executive in a lump sum cash payment subject to Participants. Any Participant who is already in pay status and has been receiving payments in a form or forms under Section 5.1A(a)(2), 5.1A(a)(3), and 5.1A(a)(4) or Section 5.1B(a)(2), Section 5.1B(a)(3), and 5.1B(a)(4) shall receive the balance(s) of his or her Participant’s Account balance(s) in a lump sum cash paymentabove terms. (d) Notwithstanding the foregoing, if the Plan Administrator, in its sole discretion, determines that any accelerated payments made on account of Plan termination are prohibited under Code section 409A and applicable guidance thereunder, the Plan Administrator reserves the right to refuse to make any such payments unless and until the Plan Administrator determines that the payments may be made in accordance with Code section 409A.

Termination of Plan. Notwithstanding anything to the contrary in Section 10.1 of this Plan, the Bank may irrevocably terminate this Plan without the Executive’s consent in the following circumstances: (a) The Employer may terminate the Plan at any timeWithin thirty (30) days before a Change in Control, provided that all distributions are made no later than twelve (12) months following such irrevocable termination of this Plan and further provided that all of the following requirements are satisfied: (1) If this is an account balance elective plan, there are no other account balance elective plans maintained arrangements sponsored by the Employer Bank that would be aggregated with respect to any Participants in this Plan or under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all account balance elective plans maintained by Executives under the Employer have been other aggregated arrangements are required to receive all amounts of compensation deferred under the terminated with respect to all Participants in this Plan; (2) If this is an account balance non-elective plan, there are no other account balance non-elective plans maintained by the Employer with respect to any Participants in this Plan or all account balance non-elective plans maintained by the Employer have been terminated with respect to all Participants in this Plan; (3) No payments to Participants other than payments that would have been paid absent the termination are made arrangements within twelve (12) months of the Plan terminationdate the Bank irrevocably takes all necessary action to terminate such arrangements; (4) All payments are made within twenty-four (24) months of the Plan termination; and (5) The Employer does not adopt a plan of the same type as the Plan for a period of three (3) years following the date of Plan termination. (b) Section 10.2(a) shall not apply if the Plan is terminated: (1) Within With twelve (12) months of a corporate dissolution of the Bank taxed under Section 331 of the Code section 331 or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the this Plan are included in the Participants’ Executive's gross income in the latest of: of (i) The the calendar year in which the this Plan termination occurs; terminates; (ii) The the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or or (iii) The the first calendar year in which the payment distribution is administratively practicable.; or (2c) Within thirty Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Plan pursuant to Treasury Regulation §1.409A-1(c) if the Executive participated in such arrangements (30) days preceding or twelve (12) months following a Change in Control Event as defined under Section 5.7“Similar Arrangements”), provided that all substantially similar arrangements sponsored by (i) the Employer are terminated, so that the Participant termination and liquidation does not occur proximate to a downturn in the arrangement and all Participants under substantially similar arrangements financial health of the Bank, (ii) no payments are required to receive all amounts of Compensation deferred under the terminated arrangements made within twelve (12) months of the date of termination of the arrangements. (c) Upon Plan termination in accordance with Section 10.2(a) and Section 10.2(b), a Participant’s Account balance shall arrangements other than payments that would be payable under the terms of the arrangements if the termination had not occurred, (iii) all termination distributions are made no later than twenty-four (24) months following such termination, and (iv) 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 Plan; provided that, in all cases, the Bank distributes the benefit under the Plan, determined as of the date of the termination of this Plan, to the Executive in a lump sum cash payment subject to Participants. Any Participant who is already in pay status and has been receiving payments in a form or forms under Section 5.1A(a)(2), 5.1A(a)(3), and 5.1A(a)(4) or Section 5.1B(a)(2), Section 5.1B(a)(3), and 5.1B(a)(4) shall receive the balance(s) of his or her Participant’s Account balance(s) in a lump sum cash paymentabove terms. (d) Notwithstanding the foregoing, if the Plan Administrator, in its sole discretion, determines that any accelerated payments made on account of Plan termination are prohibited under Code section 409A and applicable guidance thereunder, the Plan Administrator reserves the right to refuse to make any such payments unless and until the Plan Administrator determines that the payments may be made in accordance with Code section 409A.

Termination of Plan. Notwithstanding anything else in the Agreement to the contrary, the Agreement is permitted to be terminated by the Corporation under the following circumstances and conditions: (a) The Employer Corporation may terminate the Plan at any time, provided the following requirements are satisfied: (1) If this is an account balance elective plan, there are no other account balance elective plans maintained by the Employer with respect to any Participants in this Plan or all account balance elective plans maintained by the Employer have been terminated with respect to all Participants in this Plan; (2) If this is an account balance non-elective plan, there are no other account balance non-elective plans maintained by the Employer with respect to any Participants in this Plan or all account balance non-elective plans maintained by the Employer have been terminated with respect to all Participants in this Plan; (3) No payments to Participants other than payments that would have been paid absent the termination are made Agreement within twelve (12) months of the Plan termination; (4) All payments are made within twenty-four (24) months of the Plan termination; and (5) The Employer does not adopt a plan of the same type as the Plan for a period of three (3) years following the date of Plan termination. (b) Section 10.2(a) shall not apply if the Plan is terminated: (1) Within twelve (12) 12 months of a corporate dissolution taxed under Code section Section 331 of the Internal Revenue Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan Agreement are included in the Participants’ Employee’s gross income in the latest of: : (i) The the calendar year in which the Plan termination occurs; Agreement terminates; (ii) The the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or or (iii) The the first calendar year in which the payment is administratively practicable. (2b) Within thirty (30) The Corporation may terminate the Agreement by irrevocable action within the 30 days preceding preceding, or twelve (12) 12 months following following, a Change in Control Event as defined under Section 5.7Control, provided that the Agreement shall only be treated as terminated if all substantially similar arrangements sponsored by the Employer Corporation are terminated, terminated so that the Participant in the arrangement Employee and all Participants participants under substantially similar arrangements are required to receive all amounts of Compensation compensation deferred under the terminated arrangements within twelve (12) 12 months of the date of the irrevocable termination of the arrangements. For these purposes, “Change in Control” shall be defined in accordance with the Treasury Regulations under Code Section 409A. (c) The Corporation may terminate the Agreement provided that: (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Corporation; (ii) all arrangements sponsored by the Corporation that would be aggregated with this Agreement under Treasury Regulation 1.409A-1(c) if the Employee covered by this Agreement was also covered by any of those other arrangements are also terminated; (iii) no payments other than payments that would be payable under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iv) all payments are made within 24 months of the termination of the arrangements; and (v) the Corporation does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulation 1.409A-1(c) if the Employee participated in both arrangements, at any time within three years following the date of termination of the arrangementsarrangement. (c) Upon Plan termination in accordance with Section 10.2(a) and Section 10.2(b), a Participant’s Account balance shall be payable in a lump sum cash payment to Participants. Any Participant who is already in pay status and has been receiving payments in a form or forms under Section 5.1A(a)(2), 5.1A(a)(3), and 5.1A(a)(4) or Section 5.1B(a)(2), Section 5.1B(a)(3), and 5.1B(a)(4) shall receive the balance(s) of his or her Participant’s Account balance(s) in a lump sum cash payment. (d) Notwithstanding the foregoing, if the Plan Administrator, in its sole discretion, determines that any accelerated payments made on account of Plan termination are prohibited under Code section 409A and applicable guidance thereunder, the Plan Administrator reserves the right to refuse to make any such payments unless and until the Plan Administrator determines that the payments may be made in accordance with Code section 409A.”

Termination of Plan. Subject to the requirements of Code Section 409A, in the event of complete termination of the Plan, the Plan shall cease to operate and the Bank shall pay out to Executive his benefit as if Executive had terminated employment as of the effective date of the complete termination. Such complete termination of the Plan shall occur only under the following circumstances and conditions: (a) The Employer Board may terminate the Plan at any time, provided the following requirements are satisfied: (1) If this is an account balance elective plan, there are no other account balance elective plans maintained by the Employer with respect to any Participants in this Plan or all account balance elective plans maintained by the Employer have been terminated with respect to all Participants in this Plan; (2) If this is an account balance non-elective plan, there are no other account balance non-elective plans maintained by the Employer with respect to any Participants in this Plan or all account balance non-elective plans maintained by the Employer have been terminated with respect to all Participants in this Plan; (3) No payments to Participants other than payments that would have been paid absent the termination are made within twelve (12) months of the Plan termination; (4) All payments are made within twenty-four (24) months of the Plan termination; and (5) The Employer does not adopt a plan of the same type as the Plan for a period of three (3) years following the date of Plan termination. (b) Section 10.2(a) shall not apply if the Plan is terminated: (1) Within twelve (12) 12 months of a corporate dissolution taxed under Code section 331 Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(Ass.503(b)(1)(A), provided that the amounts deferred under the Plan (e.g., the Accrued Annuity Benefit) are included in the Participants’ Executive's gross income in the latest of: of (i) The the calendar year in which the Plan termination occurs; terminates; (ii) The the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or or (iii) The the first calendar year in which the payment is administratively practicable. (2b) Within thirty (30) The Board may terminate the Plan by Board action taken within the 30 days preceding or twelve a Change in Control (12) months but not following a Change in Control Event as defined under Section 5.7Control), provided that the Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Employer Bank are terminated, terminated so that the Participant in the arrangement Executive and all Participants participants under substantially similar arrangements are required to receive all amounts of Compensation compensation deferred under the terminated arrangements within twelve (12) 12 months of the date of the termination of the arrangements. Following the termination of the Plan, the amount payable to Executive shall be the amount to which Executive is entitled upon a Change in Control, as set forth in Executive's Participation Agreement. (c) Upon 9.1 This Plan termination in accordance sets forth the entire understanding of the parties hereto with Section 10.2(a) respect to the transactions contemplated hereby, and Section 10.2(b), a Participant’s Account balance any previous agreements or understandings between the parties hereto regarding the subject matter hereof are merged into and superseded by this Plan. 9.2 This Plan shall be payable executed in a lump sum cash payment to Participantsduplicate, each copy of which, when so executed and delivered, shall be an original, but both copies shall together constitute one and the same instrument. Any Participant who is already in pay status and has been receiving payments in a form or forms under Section 5.1A(a)(2), 5.1A(a)(3), and 5.1A(a)(4) or Section 5.1B(a)(2), Section 5.1B(a)(3), and 5.1B(a)(4) shall receive the balance(s) of his or her Participant’s Account balance(s) in a lump sum cash payment. (d) Notwithstanding the foregoing, if the Plan Administrator, in its sole discretion, determines that any accelerated payments made on account of Plan termination are prohibited under Code section 409A and applicable guidance thereunder, the Plan Administrator reserves the right to refuse to make any such payments unless and until the Plan Administrator determines that the payments may be made in accordance with Code section 409A.[Signature Page Follows]