Plan Terminations Under Code Section 409A Clause Samples

Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Bank irrevocably terminates this Agreement in the following circumstances: (a) Within thirty (30) days before or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such irrevocable termination of this Agreement and further provided that all of the arrangements sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under the other aggregated arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date the Bank irrevocably takes all necessary action to terminate such arrangements; (b) Within twelve (12) months of a dissolution of the Bank taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under this Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which this Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practicable; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §1.409A-1(c) if the Executive participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) no payments are made within twelve (12) months of the termination of the arrangements other than payments that would be payable under the terms of the arrangements if the termination had not occurred, (iii) all termination distributions are made no later than twenty-four (24) months following such termination, and (iv) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Bank may distribute the Accrual Balance, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.
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Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, the Bank may, in its sole discretion, terminate this Agreement by unilateral action; provided that, if the Bank terminates this Agreement in accordance with Section 8.3, it shall do so in conformity with one of the following circumstances: (a) Upon the Bank’s dissolution or with the approval of a bankruptcy court, provided that all distributions are made no later than the end of the tax year in which the Executive is required to include any portion of the amounts deferred under the Agreement in his gross income; or (b) Upon the Bank’s termination of this and all other non-account balance plans (as referenced in Code Section 409A or the regulations thereunder), provided that all distributions are made no later than the end of the tax year in which the Executive, is required to include any portion of the amounts deferred under the Agreement in his gross income, and that the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; In which case, the Bank may distribute the Account Value, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.
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Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Bank terminates this Agreement in the following circumstances: (a) Simultaneously with or within twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such termination of this Agreement and further provided that all the Bank’s arrangements which are substantially similar to this Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such termination. Upon such a termination, the Bank shall distribute the benefit set forth in Section 2.4 to the Executive in a lump sum subject to the above terms; or
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Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, the Bank may terminate this Agreement pursuant to and in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix) (or any successor provision) and, upon such termination, the Bank may distribute the Accrual Balance (as described in Exhibit A), determined as of the date of the termination of this Agreement, to the Executive in a lump sum.
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Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Bank terminates this Agreement in the following circumstances: (a) Within thirty (30) days before or twelve (12) months after a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such terminations; (b) Upon the Bank's dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or
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Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, the Bank may, in its sole discretion, terminate this Agreement by unilateral action; provided that, if the Bank terminates this Agreement in accordance with Section 8.3, it shall do so in conformity with one of the following circumstances: (a) Upon the Bank’s dissolution or with the approval of a bankruptcy court, provided that all distributions are made no later than the end of the tax year in which the Executive is required to include any portion of the amounts deferred under the Agreement in his gross income; or (b) Upon the Bank’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no later than the end of the tax year in which the Executive is required to include any portion of the amounts deferred under the Agreement in his gross income, and that the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; In which case, the Bank may distribute the Account Value, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms. 5. This Amendment shall be attached to and made a part of the Agreement. The Agreement, as amended by any amendment thereto including this Amendment, shall remain in full force and effect and shall be deemed superseded by this Amendment only to the limited extent necessary to implement the terms hereof. 6. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original. 7. All capitalized terms not defined herein shall have the meanings set forth in the Agreement.
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Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Company terminates this Agreement in the following circumstances: (a) Within thirty (30) days before or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such termination of this Agreement and further provided that all the Company’s arrangements which are substantially similar to this Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such termination; (b) Upon the Company’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under this Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which this Agreement terminates; (ii) the calendar year in which the amount is no longer
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Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, the Bank may, in its sole discretion, terminate this Agreement by unilateral action; provided that, if the Bank terminates this Agreement in accordance with Section 8.3, it shall do so in conformity with one of the following circumstances: (a) Upon the Bank’s dissolution or with the approval of a bankruptcy court, provided that all distributions are made no later than the end of the tax year in which the Executive is required to include any portion of the amounts deferred under the Agreement in his gross income; or (b) Upon the Bank’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no later than the end of the tax year in which the Executive is required to include any portion of the amounts deferred under the Agreement in his gross income, and that the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; In which case, the Bank may distribute the Account Value, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms. 5. This Amendment shall be attached to and made a part of the Agreement. The Agreement, as amended by any amendment thereto including this Amendment, shall remain in full force and effect and shall be deemed superseded by this Amendment only to the limited extent necessary to implement the terms hereof. 6. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original. 7. All capitalized terms not defined herein shall have the meanings set forth in the Agreement.
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Related to Plan Terminations Under Code Section 409A

  • Code Section 409A (a) It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A. (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) all such reimbursements shall be made within a commercially reasonable time after presentation of appropriate documentation but in no event later than the end of the year immediately following the year in which Executive incurs such reimbursement expenses, (ii) no such reimbursements or in-kind benefits will affect any other costs or expenses eligible for reimbursement, or any other in-kind benefits to be provided, in any other year and (iii) no such reimbursements or in-kind benefits are subject to liquidation or exchange for another payment or benefit. (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h) (applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall thereupon be made at or following such separation from service as an employee as provided hereunder.