Section 409a Compliance Contract Clauses (874)

Section 409a Compliance. Although the Company does not guarantee the tax treatment of the Retention Bonus, the intent of the parties is that the Retention Bonus be exempt from the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith. [no more text on this page] 3 This Agreement is intended to be a binding obligation on you and the Company. If... this Agreement accurately reflects your understanding as to the terms and conditions of the Retention Bonus, please sign and date one copy of this Agreement no later than June 16, 2017 and return the same to me for the Company's records. You should make a copy of the executed Retention Bonus Agreement for your records. Very truly yours, Armstrong Energy, Inc. The above terms and conditions accurately reflect our understanding regarding the terms and conditions of the Retention Bonus, and I hereby confirm my agreement to the same. /s/ Martin D. Wilson_______ Dated: June 12, 2017Signature Martin D. Wilson President & CEO Print Name Print Title 4 EX-10.2 3 exhibit102-martindwilsonag.htm EXHIBIT 10.2 Exhibit Exhibit 10.2Armstrong Energy, Inc.Retention Bonus AgreementPersonal and ConfidentialJune 9, 2017Martin D. Wilson500 Monaco DriveSaint Louis, MO 63122Re: Retention BonusDear Martin:On behalf of Armstrong Energy, Inc. (the "Company"), I am pleased to offer you the opportunity to receive a retention bonus, if you agree to the terms and conditions contained in this Retention Bonus Agreement (this "Agreement"), which shall be effective as of the date of your signature below (the "Effective Date"). View More

Section 409a Compliance. Employee and the Bank intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Code. In that regard, if any provision of this Agreement is ambiguous as to its satisfaction of the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. The Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting Employee to addit...ional tax or interest, and the Bank shall not be required to incur additional compensation expense as a result of the reformed provision. If any payment, compensation or other benefit required by the Agreement is to be paid in a series of installment payments, each individual payment in the series shall be considered a separate payment for purposes of Section 409A. References in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of Treasury under Section 409A of the Code. View More

Section 409a Compliance. This Section 12 may not apply if you are not a U.S. taxpayer. The RSUs are intended to comply with Section 409A or an exemption thereunder, and, accordingly, to the maximum extent permitted, the RSUs and this Agreement shall be interpreted and administered in compliance therewith. Notwithstanding any other provision of this Agreement, payments provided pursuant to this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payment...s pursuant to this Agreement that may be excluded from Section 409A as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. To the extent that any provision of this Agreement would cause a conflict with the requirements of Section 409A or would cause the administration of the RSUs to fail to satisfy Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law. Nothing herein shall be construed as a guarantee of any particular tax treatment. The Company makes no representation that this Agreement or the RSUs comply with Section 409A and in no event shall the Company be liable for the payment of any taxes and penalties that you may incur under Section 409A. View More

Section 409a Compliance. Although the Company does not guarantee the tax treatment of any payment hereunder, the intent of the parties is that payments under this Agreement be exempt from, or comply with, Code Section 409A and the treasury regulations and other official guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith. {The Glossary follows on the next page} 2017 Omnibus Incentive Compensation Plan Cash-Based Performan...ce Award Agreement 5 GLOSSARY (a)Cause" has the meaning ascribed to such term or words of similar import in your Employment Agreement. (b)"Change in Control" shall have the meaning ascribed to such term under the Plan, provided that, such event is also a "change in control event" as described in Code Section 409A. (c)"Disability" has the meaning ascribed to such term or words of similar import in your Employment Agreement. (d)"Service" means your employment or other Service relationship with the Company or your Employer so long as your Employer is an Affiliate of the Company, except that if you cease to be a "common law employee" of the Company or any of its Affiliates but you continue to provide bona fide Services (which shall not include any period of salary continuation commencing after termination due to your Employment Agreement (if applicable) or any Company severance plan) to the Company or any of its Affiliates following such cessation in a different capacity, including without limitation as a director, consultant or independent contractor, then a termination of your employment or Service relationship will not be deemed to have occurred for purposes of this Agreement upon such change in capacity. In the event that your employment or Service relationship is with a business, trade or entity that, after the Grant Date, ceases for any reason to be part of the Company or an Affiliate, your employment or Service relationship will be deemed to have terminated for purposes of this Agreement upon such cessation if your employment or Service relationship does not continue uninterrupted immediately thereafter with the Company or an Affiliate of the Company. (e)"You," "Your" means the recipient of the Award as reflected in the first paragraph of this Agreement. Whenever the word "you" or "your" is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Committee, to apply to the estate, personal representative, or beneficiary to whom the Award may be transferred by will or by the laws of descent and distribution, the words "you" and "your" will be deemed to include such person. View More

Section 409a Compliance. If the Executive is a "specified employee" for purposes of Section 409A of the Code, to the extent required to comply with Section 409A of the Code, any payments required to be made pursuant to this Agreement which are deferred compensation and subject to Section 409A of the Code (and do not qualify for an exemption thereunder) shall not commence until one day after the day which is six (6) months from the date of termination. Should this Section 24 result in a delay of payments to the Employee,... on the first day any such payments may be made without incurring a penalty pursuant to Section 409A (the "409A Payment Date"), Bank shall begin to make such payments as described in this Section 24, provided that any amounts that would have been payable earlier but for application of this Section 24 shall be paid in lump-sum on the 409A Payment Date. 7 IN WITNESS WEREOF, this Agreement has been signed by the authorized by the Bank, and the Executive, as of the day and year first written above. Witness: EXECUTIVE: /s/ By: /s/ Anthony Giordano, III Name: Anthony Giordano, III Title: Senior Vice President, Treasury Witness: OCEANFIRST BANK: /s/ By: /s/ Christopher D. Maher Name: Christopher D. Maher Title: President & CEO 8 EX-10.35 4 d907640dex1035.htm EX-10.35 EX-10.35 Exhibit 10.35 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 25th day of February, 2015 between OceanFirst Bank, a federally-chartered capital stock savings bank (the "Bank"), and Anthony Giordano, III (the "Executive"). WHEREAS, Executive is currently an executive of Colonial American Bank ("CAB") pursuant to an employment agreement with CAB dated August 26, 2014 the ("CAB Employment Agreement"); and WHEREAS, the Board of Directors of the Bank (the "Board") has authorized and approved an Agreement and Plan of Merger dated on or about February 25, 2015 by and among the Bank, OceanFirst Financial Corp. ("OFFC") and CAB (the "Merger Agreement"), pursuant to which CAB will be merged with and into the Bank (the "Merger"), with the Bank as the surviving institution; WHEREAS, it is a condition to the Bank's entry into the Merger Agreement and consummation of the Merger that Executive terminate the CAB Employment Agreement and enter into this Agreement, both effective as of the closing of the Merger, and by which Executive will become employed by the Bank subject to the terms of this Agreement; and WHEREAS, the Employee agrees to be employed pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and undertakings made herein, the Bank and the Executive, each intending to be legally bound, hereby agree as follows: 1. Employment. The Executive hereby accepts employment with the Bank upon the terms and conditions set forth within the remainder of this Agreement. View More

Section 409a Compliance. To the extent that this Agreement and the award of RSUs hereunder are or become subject to the provisions of Section 409A of the Code, the Company and the Awardee agree that this Agreement may be amended or modified by the Company, in its sole discretion and without the Awardee's consent, as appropriate to maintain compliance with the provisions of Section 409A of the Code.

Section 409a Compliance. (a) Each payment under this Agreement, including each payment in a series of installment payments, is intended to be a separate payment for purposes of Treas. Reg. § 1.409A-2(b), and is intended to be: (i) exempt from Section 409A of the Code, the regulations and other binding guidance promulgated thereunder ("Section 409A"), including, but not limited to, by compliance with the short-term deferral exemption as specified in Treas. Reg. § 1.409A-1(b)(4) and the involuntary separation pay exceptio...n within the meaning of Treas. Reg. § 1.409A- 1(b)(9)(iii), or (ii) in compliance with Section 409A, including, but not limited to, being paid pursuant to a fixed schedule or specified date pursuant to Treas. Reg. § 1.409A-3(a) and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing provisions of this Agreement, if the payment of any compensation or benefits under this Agreement would be subject to additional taxes and interest under Section 409A because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code, and Executive constitutes a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code, then any such payments that Executive would otherwise be entitled to during the first six months following Executive's separation from service within the meaning of Section 409A(a)(2)(A)(i) of the Code shall be accumulated and paid on the date that is six months after Executive's separation from service (or if such payment date does not fall on a business day of the Company, the next following business day of the Company), or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes and interest. (b) All taxable reimbursements pursuant to this Agreement shall be made in accordance with Treas. Reg. § 1.409A-3(i)(l)(iv) such that the reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under this Agreement during the Executive's taxable year may not affect the amounts reimbursed in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense was incurred, and the right to reimbursement is not subject to liquidation or exchange for another benefit. View More

Section 409a Compliance. a. To the extent that a payment or benefit under this Letter Agreement is subject to Section 409A, it is intended that this Letter Agreement as applied to that payment or benefit comply with the requirements of Section 409A, and the Letter Agreement shall be administered and interpreted consistent with this intent. b. With regard to any provision herein that provides for reimbursement of costs and expenses of in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement o...r in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, and (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred. c. For purposes of Section 409A, your right to receive any installment payments pursuant to this Letter Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Letter Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within thirty (30) days following the date of termination"), the actual date of payment within the specified period shall be within the sole discretion of the Company. View More

Section 409a Compliance. The Company may amend or modify the Award Agreement (or the RSUs granted under the Award Agreement) as appropriate to maintain compliance with the provisions of Section 409A of the Code.

Section 409a Compliance. Notwithstanding anything in this Agreement to the contrary, it is the intention of the parties that this Agreement comply with Section 409A of the Internal Revenue Code and any regulations and other guidance issued thereunder, and this Agreement and the payment of any benefits hereunder shall be operated and administered accordingly. Specifically, but not by limitation, the Employee agrees that if, at the time of termination of employment, the Employer is considered to be publicly traded and he ...is considered to be a specified employee, as defined in Section 409A (and as determined as of December 31 preceding his termination of employment, unless his termination of employment occurs prior to April 30, in which case the determination shall be made as of the second preceding December 31), then some or all of such payments to be made hereunder as a result of his termination of employment shall be deferred for no more than six (6) months and one day following such termination of employment, if and to the extent the delay in such payment is necessary in order to comply with the requirements of Section 409A of the Code. Upon expiration of such six (6) month and one day period (or, if earlier, his death), any payments so withheld hereunder from the Employee hereunder shall be distributed to the Employee. For purposes of clarity, and not by way of modification, any payments to be made to the Employee under Section 5(b) of this Agreement are intended to satisfy the conditions for the "severance exception" and/or the "short-term deferral rule" under the final Treasury regulations interpreting Section 409A of the Internal Revenue Code. View More