Section 409a Contract Clauses (10,669)

Section 409a. This Agreement is intended to be exempt from Section 409A of the Code to the greatest extent possible, to comply with Section 409A to the extent it is applicable and is to be interpreted and operated consistently with those intentions. To the extent that Section 409A applies to payments in the event of termination of employment under this Agreement, such payments shall be made only if the termination of employment is a "separation from service" within the meaning of Treas. Reg. Section... 1.409A-1(h). 10 The parties have executed this Agreement as of the day and year first above written. MERCANTILE BANK CORPORATION By: /s/ Michael H. Price Its: President and CEO MERCANTILE BANK OF MICHIGAN By: /s/ Michael H. Price Its: Chairman and CEO EMPLOYEE /s/ Robert B. Kaminski, Jr. Robert B. Kaminski, Jr. Charles E. Christmas Charles E. Christmas 11 EX-10.13 3 ex10-13.htm EX-10.14 4 ex10-14.htm EXHIBIT 10.13 ex10-13.htm 10.14 ex10-14.htm EXHIBIT 10.13 10.14 EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement ("Agreement") is made as of the 13th day of November, 2014, effective as of December 31, 2014, by and among Mercantile Bank Corporation, a Michigan corporation (the "Company"), Mercantile Bank of Michigan, a Michigan banking corporation (the "Bank", and collectively with the Company, the "Employers", and each an "Employer"), and Robert B. Kaminski, Jr. Charles E. Christmas (the "Employee"). RECITALS A. The Company, the Bank and the Employee have previously entered into an Employment Agreement dated October 12, 2000, which has been amended and restated by an amended and restated Employment Agreement dated as of October 18, 2001, which was further amended by an amendment dated as of October 17, 2002, an amendment dated as of October 28, 2004 2002 and by a Third Second Amendment dated as of November 17, 2005 (the "Employment Agreement"). B. The Company, the Bank and the Employee wish to amend and restate the Employment Agreement in its entirety, such that this Agreement will replace and supersede the existing Employment Agreement. C. This Agreement sets forth the terms of the Employee's employment as Executive Senior Vice President, Chief Operating Financial Officer and Secretary Treasurer of the Company and President, Senior Vice President and Chief Operating Financial Officer and Secretary of the Bank. D. The Employers believe that entering into this Agreement is in the best interest of their respective shareholders. E. The Employee believes that entering into this Agreement is in his best interest. TERMS OF AGREEMENT In consideration of the mutual covenants and obligations set forth in this Agreement, to induce the Employee to remain in the employment of the Employers, and for other good and valuable consideration, the Employers and the Employee amend and restate the Employment Agreement and agree as follows: 1. Employment, Term, and Acceptance: Acceptance. The Company agrees to employ the Employee as its Executive Senior Vice President, Chief Operating Financial Officer and Secretary, Treasurer, and the Bank agrees to employ the Employee as its President, Senior Vice President and Chief Operating Officer and Secretary Financial Officer, for the period from January 1, 2015 through the Termination Date (the "Employment Period"), unless such employment is terminated earlier pursuant to Section 7 or 8 of this Agreement. The initial Termination Date is December 31, 2017. Effective as of December 31, 2015, and as of each December 31 after December 31, 2015, the Termination Date will automatically extend to the next succeeding December 31 after the then existing Termination Date unless prior to a December 31 automatic extension, the Employee, the Company, or the Bank gives notice to each of the others that the Termination Date shall not be automatically extended on such December 31; in which case the Termination Date will not be extended. Accordingly, unless the Employee, the Company or the Bank gives notice that the Termination Date will not be extended, there will, as of each December 31, be an Employment Period of three years remaining. The Employee hereby accepts such employment. View More

Section 409a. This Agreement is intended to be exempt from Section 409A of the Internal Revenue Code to the greatest extent possible partially as providing for short-term deferrals under Treasury Regulation § 1.409A-(b)(4) and partially as an involuntary separation pay plan under Treasury Regulation § 1.409A-1(b)(9), and shall be interpreted and operated consistently with those intentions. To the extent Section 409A is found to be applicable to this Agreement, this Agreement is to be interpreted to comply... with Section 409A and shall be interpreted and operated consistently with those intentions, including but not limited to, any applicable six-month delay in payment if Executive is a specified employee of the Corporation. The parties made this Agreement effective as of the date first written above. CHOICEONE FINANCIAL SERVICES, INC. MACATAWA BANK CORPORATION By: /s/ Paul Richard L. Johnson Postma /s/ Kelly J. Potes Paul Ronald L. Johnson Haan Richard L. Postma Ronald L. Haan Chairman of the Board of Directors Kelly J. Potes "Corporation" "Executive" -9- -11- EX-10.1 2 ex10-1.htm CHANGE IN CONTROL AGREEMENT ChoiceOne Financial Services, Inc. 10-Q Exhibit mcbcex101_062215.htm MCBC EXHIBIT 10.1 TO FORM 8-K EXHIBIT 10.1 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT (the "Agreement") is made by CHOICEONE FINANCIAL SERVICES, INC., MACATAWA BANK CORPORATION, a Michigan corporation (the "Corporation"), and KELLY J. POTES, an individual residing in Sparta, Michigan RONALD L. HAAN ("Executive") as of this Friday May 13th 2016 (the "Effective Date"). June 22, 2015. Any reference to the Corporation shall jointly include the Bank and any Affiliate, each as defined below. WHEREAS, the Corporation operates a wholly owned commercial banking subsidiary, ChoiceOne Macatawa Bank (the "Bank"), "Bank"; reference to the "Corporation" in this Agreement includes the Bank unless otherwise indicated by context), which is engaged in the general business of banking; and WHEREAS, the Board of Directors of the Corporation believes that the future services of Executive will be of great value to the Corporation and Bank; and WHEREAS, the Board of Directors of the Corporation has determined that it is in the best interests of the Corporation and its shareholders to secure Executive's continued services and to ensure Executive's continued dedication and objectivity in the event of any threat or occurrence of, or negotiation or other action that could lead to, or create the possibility of, a Change in Control of the Corporation, without concern as to whether Executive might be hindered or distracted by personal uncertainties and risks created by any such possible Change in Control, and to encourage Executive's full attention and dedication to the Corporation and the Bank, the Board of Directors has authorized the Corporation to enter into this Agreement. NOW, THEREFORE, the parties agree as follows. View More

Section 409a. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and any exemption from Section 409A of the Code, and shall in all respects be administered in accordance with and interpreted to ensure compliance with Section 409A of the Code. Grantee's termination of employment events under this Agreement shall be interpreted in a manner consistent with the separation from service rules under Section 409A of the Code.... Furthermore, if, at the time of termination of employment with the Company, Company has stock which is publicly traded on an established securities market and Grantee is a "specified employee" (as defined in Section 409A of the Code) and it is necessary to postpone the vesting or distribution of Common Stock otherwise payable payment pursuant to this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then Company shall postpone the commencement of the payment of such payment or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Grantee) that are not otherwise paid within the short-deferral exception under Section 409A of the Code and are in excess of the lessor of two (2) times (i) Grantee's then annual compensation or (ii) the limit on compensation then set forth in Section 401(a)(17) of the Code, until the first payroll date that occurs after the date that is six months following Grantee's separation from service with the Company (within the meaning of Section 409A of the Code). The accumulated postponed distribution of shares of Common Stock payment shall be made within ten days after the end of the six month period. 5 24. No Impact on Other Benefits. The value of the Grantee's RSUs is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit. View More

Section 409a. The Performance Restricted Stock Units granted pursuant to the Award is are intended to qualify for the "short-term deferral" exemption from Section 409A of the Internal Revenue Code of the United States and shall be construed accordingly. Notwithstanding the preceding sentence, neither the Committee nor the Company or its Affiliates shall be liable for any failure of the Award or any portion thereof to satisfy the requirements for exemption from, or compliance with, Section 409A of the... Internal Revenue Code. View More

Section 409a. 13.1 (a) Notwithstanding any other provision to the contrary, the parties agree that amounts payable under the Agreement shall be interpreted to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and (collectively with the final Treasury regulations and any guidance promulgated thereunder ("Section 409A") thereunder, "Section 409A"), consistent with the intentions set forth in this Section 13. 13.2 Salary continuation payments 18. (b) The amounts that... may become payable under either Section 6.1 5(d)(i) or Section 6.2 5(e)(i) are intended to be exempt from Section 409A to the maximum extent permitted under (a) Section 409A, including under (i) the "short-term "short term deferral" rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations regulations (to the extent of such payments made from the Termination Date, as effective date of the case may be, termination of the Term and the Employee's employment hereunder through March 14th of the calendar year following such separation) and (b) (ii) the "separation pay due to involuntary separation from service" rule set forth in Section l.409A—1(b)(9)(iii) l.409A-1(b)(9)(iii) of the Treasury Regulations regulations (to the extent that such payments made after said March 14th). For purposes of the Agreement, each payable payment and benefit payable hereunder is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. 13.3 Continued Company-paid regulations. 17 (c) The continued employer-paid COBRA benefits described in Section 6.1 Sections 5(d)(ii) and 6.2 5(e)(ii) are intended to be exempt from Section 409A under either the welfare benefits exception set forth in Section 1.409A-1(a)(5) 1.409A- 1(a) (5) of the Treasury Regulations regulations (if COBRA premium payments are not taxable to the Employee) or the limited payments exception set forth in Section 1.409A-1(b)(9)(v)(D) of the Treasury Regulations regulations (if COBRA premium payments are taxable to the Employee). 10 13.4 (d) All expenses or other reimbursements as provided under the described in this Agreement shall be payable in accordance with the Company's policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee. No reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. 13.5 All payments and benefits that are payable upon a termination of the Term and the Employee's employment hereunder (including Sections 5(d) and 5(e)) shall be paid or provided only upon the Employee's separation from service from the Company. If the Employee is considered by the Company to be a "specified employee" (within the meaning of Section 409A) upon separation a "separation from service service" from the Company (within the meaning of Section 409A) and any payment or the provision of any benefit under the Agreement or otherwise that is payable upon a separation from service from the Company is determined to be nonqualified deferred compensation subject to Section 409A 409A, after giving full effect to the intentions set forth in this Section 13, 18, then any such payment or benefit shall not commence until the earlier of (i) the first payroll period commencing during the seventh month immediately following the date of such separation from service, service from the Company, and (ii) the date of the Employee's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed hereunder (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under the Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 13.6 All payments and benefits that are payable upon the termination of the Employee's employment hereunder shall be paid or provided only upon the Employee's "separation from service" from the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Section 1.409A-1(h)(1) of the Treasury Regulations. View More

Section 409a. This Payments under this Agreement is are intended to be comply with Section 409A of the Internal Revenue Code to the extent payments under this Agreement are not otherwise exempt from Section 409A of the Internal Revenue Code partially as an involuntary separation pay plan as (as that term is understood under Treasury Regulation § 1.409A-1(b)(9) and partially 1.409A-1(b)(9)) or as providing for short-term deferrals as (as that term is understood under Treasury Regulation § 1.409A-1(b)(4) 1.409A-1(b)(4)) and shall be interpreted and operated consistently with those intentions. To the extent Section 409A is found to be applicable to this Agreement, this Agreement is to be interpreted to comply with Section -14- 409A and shall be interpreted and operated consistently with those intentions, including but not limited to, any applicable six-month delay in payment if Executive is a specified employee of the Corporation. Each payment that the Executive may receive under this Agreement shall be treated as a "separate payment" for purposes of Section 409A of the Code, to the extent applicable. View More

Section 409a. a. It is the parties' parties intention that the payments and benefits to which Newman Employee is entitled to under this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). This Agreement shall be construed and administered in a manner consistent with that intent. For purposes of this Agreement, with respect to any item of deferred compensation that is covered by, and not otherwise exempt from, Code Section 409A, if any,... references to resignation or termination of employment or like terms shall mean "separation from service", as defined in Code Section 409A, and the date of such separation from service shall be the Resignation Date date of termination for purposes of any such payment or benefits. To the extent applicable, each and every payment made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Code Section 409A. Notwithstanding any other provision of this 5 Agreement, payments provided under this Agreement may only be made upon an event and in a 6 manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A as separation pay due to an involuntary separation from service, as a short-term deferral or otherwise shall be excluded from Code Section 409A to the maximum extent possible. In no event may Newman, Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes nonqualified deferred compensation within the meaning of Code Section 409A. b. Notwithstanding the foregoing, Company Kewaunee makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall Company Kewaunee have any liability to Newman Employee or any other person if any provisions of this Agreement are determined to constitute or provide nonqualified deferred compensation subject to Code Section 409A but do not satisfy an exemption from, or the conditions of, Code Section 409A. View More

Section 409a. (a)Notwithstanding anything in this Plan to the contrary, if any Plan provision or Award under this Plan would result in the imposition of an additional tax under Section 409A, that Plan provision or Award will be reformed to avoid imposition of the additional tax, including that any Award subject to 409A held by a specified employee that is settled upon termination of employment (for reasons other than death) shall be delayed in payment until the expiration of six months, and no action taken... to comply with Section 409A shall be deemed to adversely affect the Participant's rights to an Award. (a) Awards made under this Plan are intended to comply with or be exempt from Section 409A, 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be substituted for an Award if such action would result in the imposition of taxes under Section 409A. (b)Unless 409A of the Code. Notwithstanding anything in this Plan to the contrary, if any Plan provision or Award under this Plan would result in the imposition of an additional tax under Section 409A of the Code, that Plan provision or Award shall be reformed, to the extent permissible under Section 409A of the Code, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant's rights to an Award. (b) Unless the Committee provides otherwise in an Award Agreement, each Restricted Stock Unit Award (including a Restricted Stock Unit that is a Performance Award) or Cash Award (or portion thereof if the Award is subject to a vesting schedule) shall be settled no later than the 15th day of the third month after the end of the first calendar year in which the Award (or such portion thereof) is no longer subject to a "substantial risk of 16 forfeiture" within the meaning of Section 409A. 409A of the Code. If the Committee determines that a Restricted Stock Unit Award (including a Restricted Stock Unit that is a Performance Award) or Cash Award is intended to be subject to Section 409A, 409A of the Code, the applicable Award Agreement shall include terms that are designed to satisfy the requirements of Section 409A. (c)If 409A of the Code. (c) If the Participant is identified by the Company as a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) of the Code on the date on which the Participant has a "separation from service" (other than due to death) within the meaning of Treasury Regulation Section 1.409A‐1(h), § 1.409A-1(h), any Award payable or settled on account of a separation from service that is deferred compensation subject to Section 409A of the Code shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Participant's separation from service, (2) the date of the Participant's death, or (3) such earlier date as complies with the requirements of Section 409A. 409A of the Code. 17 EX-10.1 3 a14-13645_1ex10d1.htm EX-10.1 Exhibit 10.1 CABOT OIL & GAS CORPORATION 2014 INCENTIVE PLAN (As Established Effective as of May 1, 2014) 1. Objectives. The Cabot Oil & Gas Corporation 2014 Incentive Plan (the "Plan") is designed to attract and retain nonemployee directors, employees and consultants and reward them for making contributions to the success of Cabot Oil & Gas Corporation and its Subsidiaries (as hereinafter defined). These objectives are to be accomplished by making awards under the Plan and thereby providing Participants (as hereinafter defined) with a proprietary interest in the growth and performance of the Company. View More

Section 409a. (a) This Agreement is intended to comply with Section 409A of the Internal Revenue Code ("Code") § 409A of 1986, as amended (the "Code") and its corresponding regulations, or an exemption. Severance benefits under this Agreement are intended to be exempt from Code § 409A under the "separation pay exception" to the maximum extent possible. Any exemption, and payments that qualify for the "short-term deferral" exception or another exception under Code § 409A will be paid under the applicable... exception. Payments may only be made under this Agreement upon an event and in a manner permitted by Code § 409A of the Code, to the extent applicable. Severance benefits under the Agreement are intended to be exempt from Code § 409A under the "short-term deferral" exception, to the maximum extent applicable, including and then under the requirement, "separation pay" exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if applicable, that payments upon Separation from Service be delayed for six months required by Code § 409A, if the Employee Executive is considered a "key "specified employee" of a public company for purposes of Code § 409A. Payments 409A and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Code § 409A, payment of such amounts shall be delayed as required by Code § 409A, and the accumulated amounts shall be paid in a lump-sum payment within ten days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Code § 409A shall be paid to the personal representative of the Executive's estate within 60 days after the date of the Executive's death. (b) All payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" under Code § 409A. For purposes of Code § 409A, each payment hereunder shall be treated as a separate payment and the right to a series of installment payments under this Agreement will shall be treated as a right to a series of separate payments. In no event may the Employee, Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive's execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Code § 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (c) All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Code § 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. View More

Section 409a. Anything in this Agreement to the contrary notwithstanding, if any payment(s) or benefit(s) under this Agreement would be subject to the provisions of Section 409A of the Internal Revenue Code of 1986 (the "Code") at the time they become 4 payable or benefits due you, to the extent required to comply with Section 409A of the Code any such payments or benefits will be delayed for six (6) months or such other earliest day on which such payments could be made or benefits provided in compliance... with Section 409A of the Code and the regulations thereunder (at which point all payments so delayed will be provided or reimbursed to you in one lump sum, without interest, within two and one-half one half months after the date they then become so payable or due to you). View More