Settlement Contract Clauses (817)

Settlement. As soon as practicable after the applicable Vesting Date, but in no event later than 60 days following the applicable Vesting Date, the Company will release the Shares underlying the RSUs that vested on such Vesting Date, subject to applicable withholding in accordance with Paragraph 6(a) below, and will deliver to the Grantee (or, in the case of the Grantee's death, his or her estate) the appropriate number of Shares underlying the RSUs.

Settlement. Except as provided in Section 5, PSUs and Additional PSUs that become vested and nonforfeitable shall be settled by the issuance of an equal number of Shares. The issuance shall be made after adjustment for performance under Section 3(a) and by no later than the 15th day of the third month after the end of the Performance Period; provided that (i) PSUs and Additional PSUs that vest as a result of the Participant's termination of Service due to death under Section 3(d) shall be paid as soon as ad...ministratively practicable (not more than 30 days) of such death, and (ii) any PSUs and Additional PSUs outstanding on the date of a Change in Control that become vested as a result of the closing of the Change in Control shall be settled on the date of the Change in Control. If the PSUs or Additional PSUs are deferred compensation that is subject to the requirements of Section 409A of the Code, the timing of payment shall be subject to the requirements of Section 18 of the Plan. Upon any vesting of PSUs and Additional PSUs, the Committee reserves the right to issue to the Participant, in full satisfaction of the delivery of Shares, a single cash payment equal to the Fair Market Value of Shares on the day preceding the date of payment or a combination of Shares and cash payment based on the Fair Market Value on the day preceding the date of payment. References in this Agreement to Shares issuable in connection with the PSUs and Additional PSUs will include the potential issuance of its cash equivalent pursuant to such right. 5. Responsibility for Taxes. (a) General. Regardless of any action the Company takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax-Related Items"), the Participant acknowledges that the ultimate liability for all Tax-Related Items owed by the Participant is and remains the Participant's responsibility and that the Company or an Affiliate that the Participant provides Services to (the "Employer") (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant or vesting of the PSUs and Additional PSUs or the subsequent sale of any Shares acquired upon vesting; and (ii) does not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant's liability for Tax-Related Items. (b) Withholding. Prior to vesting of any PSUs and Additional PSUs, the Participant shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the Company or Employer. In this regard, the Participant authorizes the Company and/or Employer to withhold all applicable Tax-Related Items legally payable by 4 the Participant from the Participant's wages or other cash compensation paid to the Participant by the Company or Employer or from proceeds of the sale of any Shares. Alternatively, or in addition, to the extent permissible under applicable law, the Company or Employer may (i) sell or arrange for the sale of any Shares that the Participant acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) retain a number of the PSUs and Additional PSUs otherwise payable, provided that the Company only retains a number of PSUs and Additional PSUs necessary to satisfy no more than the required withholding amount (not to exceed maximum statutory rates). Finally, the Participant shall pay to the Company and/or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver any Shares or make any payment with respect to any earned and vested PSUs and Additional PSUs if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items as described in this Section 5. View More

Settlement. Each vested and outstanding Phantom Share shall be settled in one Share within 30 days following the date on which such Phantom Share vests as set forth in Section 2 above (the "Settlement Date"), subject to delay to the extent required by Section 409A of the Code as set forth in Section 6(o) below.

Settlement. 2.1 Cash Settlement. Provided the Executive has remained employed with Poage and Town Square Bank to and including the Effective Date, and Executive does not become employed by City, or its wholly-owned subsidiary, City National Bank of West Virginia ("City National"), immediately after the Effective Time, the Executive shall be entitled to, and have a non-forfeitable right to, a cash payment in an amount equal to $155,920 ("Cash Settlement"), paid in a lump sum, less required tax withholding, o...n the day immediately prior to the Effective Date. For the avoidance of doubt, the payment of the Cash Settlement under this Agreement shall not release Poage or Town Square Bank, as applicable, from any of the following obligations: (a) obligations to pay to the Executive accrued but unpaid wages earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive's vested benefits under the tax-qualified plans of Town Square Bank, including any benefits that become vested as a result of the Merger; (c) obligations regarding accelerated vesting of equity awards, if any, under any equity awards granted by Poage to the Executive and outstanding immediately prior to the Effective Time; (d) the payment of the Merger Consideration with respect to the Executive's common stock of Poage as contemplated by Section 3.01 of the Merger Agreement; or (e) rights to indemnification under applicable corporate law, the organizational documents of Poage or Town Square Bank, as an insured under any director's and officer's liability insurance policy new or previously in force, or pursuant to Section 6.18 of the Merger Agreement. 2.2 Health/Dental Insurance Subsidy. Executive shall have the option of either (a) receiving a cash payment in the amount of $22,586, paid in a lump sum, less required tax withholding, on the day immediately prior to the Effective Date, or (b) making an election for health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for continuation of health and dental insurance coverage under the Poage/Town Square health and dental insurance plans in effect for Executive immediately prior to the Effective Time, in which case City will pay on Executive's behalf the COBRA premiums for a period of 12 months following the Effective Time. Under no circumstances will City be obligated to make more than 12 monthly Premium Subsidy payments to Executive. Executive shall be solely responsible for the payment of all deductibles, copays, coinsurance and out of pocket payments relating to any health or dental insurance plan or health or dental services rendered. Executive shall be solely responsible for all federal, state and local taxes related to the any payment to Executive pursuant to this Section 2.2. 2.3 Waiver of Claims. Except as expressly set forth in Section 2.1 of this Agreement, Executive hereby irrevocably and forever releases and discharges Poage and Town Square from each and every claim, charge, liability, complaint, expense, cost and demand Executive has or may have against Poage or Town Square whether related to Executive's employment by, or severance of employment from, Poage or Town Square or otherwise. View More

Settlement. Restricted Stock Units that have become vested in accordance with Section 3 shall be settled as of the "Settlement Date" which is the earliest of (a) the Vesting Date, (b) the date on which a Change in Control occurs, or (c) the date of the Participant's termination of employment with the Company and its affiliates pursuant to Sections 3(a) or (c) hereof; provided, however, that settlement of the Participant's Restricted Stock Units shall occur on the date of the Change in Control only if the Ch...ange in Control constitutes a change in control event within the meaning of section 409A of the Code. Settlement of the vested Restricted Stock Units on the Settlement Date shall be made in the form of shares of Stock (with one share of Stock distributed for each vested Restricted Stock Unit and cash equal in value to any fractional Restricted Stock Unit) registered in the name of the Participant. The shares of Stock distributed in settlement of the Restricted Stock Units will be evidenced by stock certificates which shall be delivered to Participant. View More

Settlement. As soon as reasonably practicable (but no more than thirty (30) days) after the vesting date or event (in the case of Section 4), the Company will issue to the Director a number of Shares equal to the number of RSUs that vested on such date or event.

Settlement. The Company shall, as soon as practicable upon the vesting of any RSUs (but in no event later than two and a half (2 1⁄2) months following the end of the year in which vesting occurs), effect delivery of Shares to fully settle such vested RSUs to the Participant (or, in the event of the Participant's death, to the Beneficiary). No Shares will be issued pursuant to this Award unless and until all legal requirements applicable to such issuance have been complied with to the satisfaction of the Com...mittee. View More