Section 409a of the Code Clause Example with 12 Variations from Business Contracts

Section 409a of the Code. (a) a. This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, with the "short-term deferral exception" under Treasury Regulation Section 1.409A-1(b)(4) and the "separation pay exception" under Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions ...on Executive under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by 12 US2008 7473109 3 December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with (b) b. below. In no event shall Executive, directly or indirectly, designate the calendar year of payment. (b) b. If when separation from service occurs Executive is a "specified employee" within the meaning of Section 409A of the Code, and if the cash severance payment under Section 4(b) 11f. ii of this Agreement or 5(c), (e) 12b. of this Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available (i.e., the "short-term deferral exception" under Treasury Regulations Section 1.409A-1(b)(4) or the "separation pay exception" under Treasury Section 1.409A-1(b)(9)(iii)), the Bank or the Company will make the maximum severance payment possible in order to comply with an exception from the six month requirement and make any remaining severance payment under Section 4(b) 11f. ii. or 5(c), (e) 12b. of this Agreement to Executive in a single lump sum without interest on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service. (c) c. If (x) under the terms of the applicable policy or policies for the insurance or other benefits specified in Section 4(c) 11f.ii. or 5(d) 12b. of this Agreement it is not possible to continue coverage for Executive and her his dependents, or (y) when a separation from service occurs Executive is a "specified employee" within the meaning of Section 409A of the Code, and if any of the continued insurance coverage or other benefits specified in Section 4(c) 11f.ii. or 5(d) 12b. of this Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for that particular insurance or other benefit, the Bank or the Company shall pay to Executive in a single lump sum an amount in cash equal to the present value of the Bank's projected cost to maintain that particular insurance benefit (and associated income tax gross-up benefit, if applicable) had Executive's employment not terminated, assuming continued coverage for 36 months. The lump-sum payment shall be made thirty (30) days after employment termination or, if Section 24(b) 27b. of this Agreement applies, on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service. (d) d. References in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Section 409A of the Code. View More

Section 409a of the Code. (a) This Agreement is intended to comply with the requirements of Section 409A of the Code, Internal Revenue Code (the "Code"), and specifically, with the "short-term deferral exception" under Treasury Regulation Section 1.409A-1(b)(4) and the "separation pay exception" exception:" under Treasury Regulation Section 1.409A-1(b)(9)(iii), 1.409(A)-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code. If any payment or benefit hereunder cannot be provid...ed or made at the time specified herein without incurring sanctions on Executive Employee under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null Page 16 Exhibit 10.1 and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with (b) below. In no event shall Executive, Employee, directly or indirectly, designate the calendar year of payment. (b) If when separation from service occurs Executive Employee is a "specified employee" within the meaning of Section 409A of the Code, Code and if the cash severance payment under Section 4(b) or 5(c), (e) the Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month 6-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available (i.e., available, the "short-term deferral exception" under Treasury Regulations Section 1.409A-1(b)(4) or the "separation pay exception" under Treasury Section 1.409A-1(b)(9)(iii)), the Bank Company will make the maximum severance payment possible in order to comply with an exception from the six month requirement and make any remaining severance payment under Section 4(b) or 5(c), (e) this Agreement to Executive Employee in a single lump sum without interest on of the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates Employee separate from service. (c) If (x) under the terms of the applicable policy or policies for the insurance or other benefits specified in Section 4(c) or 5(d) this Agreement it is not possible to continue coverage for Executive Employee and her his dependents, or (y) when a separation from service occurs Executive Employee is a "specified employee" within the meaning of Section 409A of the Code, and if any of the continued insurance coverage or other benefits specified in Section 4(c) or 5(d) this Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for that particular insurance or other benefit, the Bank Company shall pay to Executive Employee in a single lump sum an amount in cash equal to the present value of the Bank's Company's projected cost to maintain that particular insurance benefit (and associated income tax gross-up benefit, if applicable) had Executive's Employee's employment not terminated, assuming continued coverage for 36 months. The lump-sum payment shall be made thirty (30) days after employment termination or, if Section 24(b) provision b of this section applies, on the first payroll date that occurs after the date that is six (6) months after the date on which Executive Employee separates from service. (d) References Reference in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Section 409A of the Code. 409A. View More

Section 409a of the Code. (a) This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, with the "short-term deferral exception" under Treasury Regulation Section 1.409A-1(b)(4) and the "separation pay exception" under Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on ...Executive under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with subsection (b) below. In no event shall Executive, directly or indirectly, designate the calendar year of payment. 11 (b) If when separation from service occurs Executive is a "specified employee" within the meaning of Section 409A of the Code, and if the cash severance payment under Section 4(b) 11(f)(ii) or 5(c), (e) 12(b) of this Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available (i.e., the "short-term deferral exception" under Treasury Regulations Section 1.409A-1(b)(4) or the "separation pay exception" under Treasury Section 1.409A-1(b)(9)(iii)), the Bank will make the maximum severance payment possible in order to comply with an exception from the six month requirement and make any remaining severance payment under Section 4(b) 11(f)(ii) or 5(c), (e) 12(b) of this Agreement to Executive in a single lump sum without interest on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service. (c) If (x) under the terms of the applicable policy or policies for the insurance or other benefits specified in Section 4(c) or 5(d) it is not possible to continue coverage for Executive and her dependents, or (y) when a separation from service occurs Executive is a "specified employee" within the meaning of Section 409A of the Code, and if any of the continued insurance coverage or other benefits specified in Section 4(c) or 5(d) would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for that particular insurance or other benefit, the Bank shall pay to Executive in a single lump sum an amount in cash equal to the present value of the Bank's projected cost to maintain that particular insurance benefit (and associated income tax gross-up benefit, if applicable) had Executive's employment not terminated, assuming continued coverage for 36 months. The lump-sum payment shall be made thirty (30) days after employment termination or, if Section 24(b) applies, on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service. (d) References in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Section 409A of the Code. View More

Section 409a of the Code. (a) a. This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, with the "short-term deferral exception" under Treasury Regulation Section 1.409A-1(b)(4) and the "separation pay exception" under Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall will in all respects be administered in accordance with Section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanct...ions on Executive under Section 409A of the Code, then such payment or benefit shall will be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall will be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall will be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall will be deemed null and void to the extent permitted by applicable law, and any such amount shall will be payable in accordance with (b) b. below. In no event shall will Executive, directly or indirectly, designate the calendar year of payment. (b) -10- b. If when separation from service occurs Executive is a "specified employee" within the meaning of Section 409A of the Code, and if the cash severance payment under Section 4(b) 11(f)(ii) or 5(c), (e) 12(b) of this Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available (i.e., the "short-term deferral exception" under Treasury Regulations Section 1.409A-1(b)(4) or the "separation pay exception" under Treasury Section 1.409A-1(b)(9)(iii)), the Bank or the Company will make the maximum severance payment possible in order to comply with an exception from the six month requirement and make any remaining severance payment under Section 4(b) 11(f)(ii) or 5(c), (e) 12(b) of this Agreement to Executive in a single lump sum without interest on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service. (c) c. If (x) under the terms of the applicable policy or policies for the insurance or other benefits specified in Section 4(c) 11(f)(ii) or 5(d) 12(b) of this Agreement it is not possible to continue coverage for Executive and her dependents, or (y) when a separation from service occurs Executive is a "specified employee" within the meaning of Section 409A of the Code, and if any of the continued insurance coverage or other benefits specified in Section 4(c) 11(f)(ii) or 5(d) 12(b) of this Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for that particular insurance or other benefit, the Bank shall or the Company will pay to Executive in a single lump sum an amount in cash equal to the present value of the Bank's projected cost to maintain that particular insurance benefit (and associated income tax gross-up benefit, if applicable) had Executive's employment not terminated, assuming continued coverage for 36 months. The lump-sum payment shall will be made thirty (30) days after employment termination or, if Section 24(b) 27(b) applies, on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service. (d) d. References in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Section 409A of the Code. View More

Section 409a of the Code. (a) This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, with the "short-term deferral exception" under Treasury Regulation Section 1.409A-1(b)(4) and the "separation pay exception" under Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on ...Executive the EMPLOYEE under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with (b) below. In no event shall Executive, the EMPLOYEE, directly or indirectly, designate the calendar year of payment. (b) If when separation from service occurs Executive the EMPLOYEE is a "specified employee" EMPLOYEE" within the meaning of Section 409A of the Code, and if the cash severance payment under Section 4(b) or 5(c), (e) 4 would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available (i.e., the "short-term deferral exception" under Treasury Regulations Section 1.409A-1(b)(4) or the "separation pay exception" under Treasury Section 1.409A-1(b)(9)(iii)), the Bank COMPANY will make the maximum severance payment possible in order to comply with an exception from the six month requirement and make any remaining severance payment under Section 4(b) or 5(c), (e) 4 to Executive the EMPLOYEE in a single lump sum without interest on the first payroll date that occurs after the date that is six (6) months after the date on which Executive the EMPLOYEE separates from service. 10 (c) If (x) under the terms of the applicable policy or policies for the insurance or other benefits specified in Section 4(c) or 5(d) 4 it is not possible to continue coverage for Executive the EMPLOYEE and her dependents, or (y) when a separation from service occurs Executive the EMPLOYEE is a "specified employee" EMPLOYEE" within the meaning of Section 409A of the Code, and if any of the continued insurance coverage or other benefits specified in Section 4(c) or 5(d) 4 would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for that particular insurance or other benefit, the Bank COMPANY shall pay to Executive the EMPLOYEE in a single lump sum an amount in cash equal to the present value of the Bank's COMPANY's projected cost to maintain that particular insurance benefit (and associated income tax gross-up benefit, if applicable) had Executive's the EMPLOYEE's employment not terminated, assuming continued coverage for 36 months. The lump-sum payment shall be made thirty (30) days after employment termination or, if Section 24(b) 17(b) applies, on the first payroll date that occurs after the date that is six (6) months after the date on which Executive the EMPLOYEE separates from service. (d) References in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Section 409A of the Code. View More

Section 409a of the Code. (a) This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, with the "short-term deferral exception" under Treasury Regulation Section 1.409A-1(b)(4) and the "separation pay exception" under Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on ...Executive the EMPLOYEE under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with (b) below. In no event shall Executive, the EMPLOYEE, directly or indirectly, designate the calendar year of payment. (b) If when separation from service occurs Executive the EMPLOYEE is a "specified employee" EMPLOYEE" within the meaning of Section 409A of the Code, and if the cash severance payment under Section 4(b) or 5(c), (e) 4 would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available (i.e., the "short-term deferral exception" under Treasury Regulations Section 1.409A-1(b)(4) or the "separation pay exception" under Treasury Section 1.409A-1(b)(9)(iii)), the Bank COMPANY will make the maximum severance payment possible in order to comply with an exception from the six month requirement and make any remaining severance payment under Section 4(b) or 5(c), (e) 4 to Executive the EMPLOYEE in a single lump sum without interest on the first payroll date that occurs after the date that is six (6) months after the date on which Executive the EMPLOYEE separates from service. (c) If (x) under the terms of the applicable policy or policies for the insurance or other benefits specified in Section 4(c) or 5(d) 4 it is not possible to continue coverage for Executive the EMPLOYEE and her his dependents, or (y) when a separation from service occurs Executive the EMPLOYEE is a "specified employee" EMPLOYEE" within the meaning of Section 409A of the Code, and if any of the continued insurance coverage or other benefits specified in Section 4(c) or 5(d) 4 would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for that particular insurance or other benefit, the Bank COMPANY shall pay to Executive the EMPLOYEE in a single lump sum an amount in cash equal to the present value of the Bank's COMPANY's projected cost to maintain that particular insurance benefit (and associated income tax gross-up benefit, if applicable) had Executive's the EMPLOYEE's employment not terminated, assuming continued coverage for 36 months. The lump-sum payment shall be made thirty (30) days after employment termination or, if Section 24(b) 17(b) applies, on the first payroll date that occurs after the date that is six (6) months after the date on which Executive the EMPLOYEE separates from service. (d) References in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Section 409A of the Code. View More

Section 409a of the Code. (a) a. This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, with the "short-term deferral exception" under Treasury Regulation Section 1.409A-1(b)(4) 1.409A-l(b)(4) and the "separation pay exception" under Treasury Regulation Section 1.409A-1(b)(9)(iii), l.409A-l(b)(9)(iii). and shall in all respects be administered in accordance with Section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified... herein without incurring sanctions on Executive under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" (within service"{within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, Agreement the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, law and any such amount shall be payable in accordance with subparagraph (b) of this Agreement below. In no event shall Executive, directly or indirectly, designate the calendar year of payment. (b) b. If when separation from service occurs Executive is a "specified employee" within the meaning of Section 409A of the Code, and if the cash severance payment under Section 4(b) or 5(c), (e) J(a)(i) of this Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available (i.e., the "short-term deferral exception" under Treasury Regulations Section 1.409A-1(b)(4) l.409A 1(b)(4) or the "separation pay exception" exception'' under Treasury Section 1.409A-1(b)(9)(iii)), 1.409A-l(b)(9)(iii)), the Bank or the Company will make the maximum severance payment possible in order to comply with an exception from the six month requirement and make any remaining severance payment under Section 4(b) or 5(c), (e) 3(a)(i) of this Agreement to Executive in a single lump sum without interest on the first payroll date that occurs after the date that is six (6) (6} months after the date on which Executive separates from service. (c) c. If (x) under the terms of the applicable policy or policies for the insurance or other benefits specified in Section 4(c) or 5(d) J(a)(ii) of this Agreement it is not possible to continue coverage for Executive and her dependents, or (y) when a separation from service occurs Executive is a "specified employee" within the meaning of Section 409A of the Code, and if any of the continued insurance coverage or other benefits specified in Section 4(c) or 5(d) 3(a)(ii) of this Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for that particular insurance or other benefit, the Bank or the Company shall pay to Executive in a single lump sum an amount in cash equal to the present value of the Bank's Bank·s projected cost to maintain that particular insurance benefit (and associated income tax gross-up benefit, if applicable) had Executive's employment not terminated, assuming continued coverage for 36 months. terminated. The lump-sum payment shall be made thirty (30) days after employment termination or, if Section 24(b) 17(b) of this Agreement applies, on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service. (d) d. References in this Agreement to Section 409A of the Code include rules, rules. regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Section 409A of the Code. View More

Section 409a of the Code. (a) a. This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, with the "short-term deferral exception" under Treasury Regulation Section 1.409A-1(b)(4) and the "separation pay exception" under Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions ...on Executive under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with (b) b. below. In no event shall Executive, directly or indirectly, designate the calendar year of payment. (b) b. If when separation from service occurs Executive is a "specified employee" within the meaning of Section 409A of the Code, and if the cash severance payment under Section 4(b) or 5(c), (e) 3a.i. would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available (i.e., the "short-term deferral exception" under Treasury Regulations Section 1.409A-1(b)(4) or the "separation pay exception" under Treasury Section 1.409A-1(b)(9)(iii)), the Bank Association will make the maximum severance payment possible in order to comply with an exception from the six month requirement and make any remaining severance payment under Section 4(b) or 5(c), (e) 3a.i. to Executive in a single lump sum without interest on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service. (c) c. If (x) under the terms of the applicable policy or policies for the insurance or other benefits specified in Section 4(c) or 5(d) 3a.ii. it is not possible to continue coverage for Executive and her dependents, or (y) when a separation from service occurs Executive is a "specified employee" within the meaning of Section 409A of the Code, and if any of the continued insurance coverage or other benefits specified in Section 4(c) or 5(d) 3a.ii. would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for that particular insurance or other benefit, the Bank Association shall pay to Executive in a single lump sum an amount in cash equal to the present value of the Bank's Association's projected cost to maintain that particular insurance benefit (and associated income tax gross-up benefit, if applicable) had Executive's employment not terminated, assuming continued coverage for 36 months. The lump-sum payment shall be made thirty (30) days after employment termination or, if Section 24(b) 17b. applies, on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service. (d) d. References in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Section 409A of the Code. View More

Section 409a of the Code. (a) a. This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, with the "short-term deferral exception" under Treasury Regulation Section 1.409A-1(b)(4) and the "separation pay exception" under Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions ...on Executive under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with subparagraph (b) of this Agreement below. In no event shall Executive, directly or indirectly, designate the calendar year of payment. (b) 8 US2008 7569291 2 b. If when separation from service occurs Executive is a "specified employee" within the meaning of Section 409A of the Code, and if the cash severance payment under Section 4(b) or 5(c), (e) 3(a)(i) of this Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available (i.e., the "short-term deferral exception" under Treasury Regulations Section 1.409A-1(b)(4) or the "separation pay exception" under Treasury Section 1.409A-1(b)(9)(iii)), the Bank or the Company will make the maximum severance payment possible in order to comply with an exception from the six month requirement and make any remaining severance payment under Section 4(b) or 5(c), (e) 3(a)(i) of this Agreement to Executive in a single lump sum without interest on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service. (c) c. If (x) under the terms of the applicable policy or policies for the insurance or other benefits specified in Section 4(c) or 5(d) 3(a)(ii) of this Agreement it is not possible to continue coverage for Executive and her his dependents, or (y) when a separation from service occurs Executive is a "specified employee" within the meaning of Section 409A of the Code, and if any of the continued insurance coverage or other benefits specified in Section 4(c) or 5(d) 3(a)(ii) of this Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for that particular insurance or other benefit, the Bank or the Company shall pay to Executive in a single lump sum an amount in cash equal to the present value of the Bank's projected cost to maintain that particular insurance benefit (and associated income tax gross-up benefit, if applicable) had Executive's employment not terminated, assuming continued coverage for 36 months. terminated. The lump-sum payment shall be made thirty (30) days after employment termination or, if Section 24(b) 17(b) of this Agreement applies, on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service. (d) d. References in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Section 409A of the Code. View More

Section 409a of the Code. (a) a. This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, with the "short-term deferral exception" under Treasury Regulation Section 1.409A-1(b)(4) and the "separation pay exception" under Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions ...on Executive under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with subparagraph (b) of this Agreement below. In no event shall Executive, directly or indirectly, designate the calendar year of payment. (b) 8 US2008 7473006 3 b. If when separation from service occurs Executive is a "specified employee" within the meaning of Section 409A of the Code, and if the cash severance payment under Section 4(b) or 5(c), (e) 3(a)(i) of this Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available (i.e., the "short-term deferral exception" under Treasury Regulations Section 1.409A-1(b)(4) or the "separation pay exception" under Treasury Section 1.409A-1(b)(9)(iii)), the Bank or the Company will make the maximum severance payment possible in order to comply with an exception from the six month requirement and make any remaining severance payment under Section 4(b) or 5(c), (e) 3(a)(i) of this Agreement to Executive in a single lump sum without interest on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service. (c) c. If (x) under the terms of the applicable policy or policies for the insurance or other benefits specified in Section 4(c) or 5(d) 3(a)(ii) of this Agreement it is not possible to continue coverage for Executive and her dependents, or (y) when a separation from service occurs Executive is a "specified employee" within the meaning of Section 409A of the Code, and if any of the continued insurance coverage or other benefits specified in Section 4(c) or 5(d) 3(a)(ii) of this Agreement would be considered deferred compensation under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for that particular insurance or other benefit, the Bank or the Company shall pay to Executive in a single lump sum an amount in cash equal to the present value of the Bank's projected cost to maintain that particular insurance benefit (and associated income tax gross-up benefit, if applicable) had Executive's employment not terminated, assuming continued coverage for 36 months. terminated. The lump-sum payment shall be made thirty (30) days after employment termination or, if Section 24(b) 17(b) of this Agreement applies, on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service. (d) d. References in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Section 409A of the Code. View More