(2) the Employer terminates all other plans, methods, programs, and other arrangements that would be aggregated with this Plan under §1.409A-1(c) of the Final Regulations (if the Participants had deferrals of compensation under all such agreements); and
(3) The Employer does not adopt a new plan that would be aggregated with any terminated and liquidated plan under §1.409A-1(c)(2) if the same Participant participated in both plans, at any time within three years following the date the Employer takes all necessary action to irrevocably terminate and liquidate the plan; and
(4) during the 12 months year following the Plan termination, no payouts are made other than those which would have been paid without regard to the Plan termination; and
(5) all payouts are made within 24 months of the Plan termination.
(c) The Compensation Committee may also authorize payouts after Plan termination in any other situation authorized by the Guidance.
Section 12 General provisions
12.1 No guarantee of benefits
Nothing contained in the Plan shall constitute a guarantee by the Bank or any other Employer, person or entity that the assets of the Employer will be sufficient to pay any benefit hereunder.
12.2 No enlargement of Employee rights
No Participant shall have any right to receive a distribution or contributions made under the Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the right to be retained in the service of the Employer.
12.3 Spendthrift provision
No interest of any person or entity in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.
12.4 Incapacity of recipient
If any person entitled to a distribution under the Plan is deemed by the Plan Committee to be incapable of personally receiving and giving a valid receipt for such payment, unless and until claim therefor shall have been made by a duly appointed guardian or other legal representative of such person, the Plan Committee may provide for such payment or any part thereof to be made to the Participants Beneficiary.
12.5 Delay of payment for Key Employees
If at any time stock of the Employer is publicly traded on an established securities market or otherwise, payment shall be deferred for any Participant who is a Key Employee until after Separation from Service for 6 months, but only to the extent required by Section 409A(a)(2)(B). At the expiration of the applicable extension period, deferred payments shall be paid in a single payment. A Key Employee is as defined in Code Section 416(i) without regard to paragraph 5 thereof, and as further described in Section 409A(a)(2)(B)(i).