Common use of Plan Terminations Under Code Section 409A Clause in Contracts

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.

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 Bank's arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 '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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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.

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 change in Controlthe ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank as described in Code Section 409A(2)(A)(v), 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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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.

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 Bank's arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 '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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 BalanceAccount Value, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 BalanceAccount Value, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

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 Bank's arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 '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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 BalanceAccount Value, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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; Avenue Bank Supplemental Executive Retirement Plan Agreement the Bank may distribute the Accrual Balanceamount the Executive is vested in under this Agreement, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

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 change in Controlthe ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank as described in Code Section 409A(a)(2)(A)(v), 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 Bank's arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive Director and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of the Bank's dissolution either (x) in a dissolution of the Bank taxed taxable under Code Section 331 of the Code or (y) 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 Director'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 practicablepractical; or (c) Upon the Bank’s 's termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 1.409A-1(c) if the Executive Director 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 Balanceamount the Bank has accrued with respect to its obligations hereunder, determined as of the date of the termination of this Agreement, to the Executive Director in a lump sum subject to the above terms.

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive Director and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 ExecutiveDirector’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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 1.409A-1(c) if the Executive Director 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 Director in a lump sum subject to the above terms.

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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.

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive Director and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 ExecutiveDirector’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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 1.409A-1(c) if the Executive Director 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 BalanceAccount Value, determined as of the date of the termination of this Agreement, to the Executive Director in a lump sum subject to the above terms.

Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Bank irrevocably Company terminates this Agreement in the following circumstances: (a) Within thirty (30) days before or twelve (12) months after a Change change in Controlthe ownership or effective control of the Company or the Holding Company, or in the ownership of a substantial portion of the assets of the Company or the Holding Company as described in Code Section 409A(a)(2)(A)(v), 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 Company's arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Company’s 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 '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 practicablepractical; or (c) Upon the BankCompany’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 BankCompany, (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 earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iviii) the Bank Company does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Bank Company 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.

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; 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(cRegulations Section 1.409A-l(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 earlier than twelve (12) months and no later than Capstone Bank Salary Continuation Agreement twenty-four (24) months following such termination, and (iviii) 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.

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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.;

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive Director and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 ExecutiveDirector’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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 1.409A-1(c) if the Executive Director 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 Director in a lump sum subject to the above terms.. BANK’34 Director Retirement Agreement

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; 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 nonaccount balance plans (as referenced in such arrangements (“Similar Arrangements”Code Section 409A), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) no payments all distributions are made within no earlier than 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 and 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 nonaccount balance plans for a minimum of three five (35) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreementof such termination; 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.

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 Bank's arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank's 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 '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 practicablepractical; or (c) Upon the Bank’s 's termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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.

Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Bank irrevocably terminates may completely terminate and liquidate this Agreement and cause all benefits payable under the Agreement to be paid in a lump sum under the following circumstancescircumstances and conditions, in each case provided that all of the applicable requirements of Treasury Regulation §1.409A-3(j)(4)(ix) are satisfied: (a) Within The Bank or its successor may terminate and liquidate this Agreement by taking irrevocable action to terminate and liquidate this Agreement within the thirty (30) days before preceding or the twelve (12) months after following 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 or its successor (or any other affiliated entities that would be aggregated with this Agreement are deemed to constitute a “service recipient” as defined in Treasury Regulation §1.409A-1(g)) immediately after the Change in Control which are treated as deferred under a single plan under Treasury Regulation §1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced the Change in Control so that the Executive and all any participants under the other aggregated in any such similar arrangements are required to receive all amounts of compensation deferred payable under the terminated arrangements within twelve (12) months of the date of the Bank irrevocably takes all necessary irrevocable action to terminate such the arrangements; (b) Within The Bank may terminate and liquidate this Agreement within twelve (12) months of a the Bank’s 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)court, provided that all benefits payable under the amounts deferred under this Agreement are included in the Executive’s 's gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which this 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 practicable; or (c) Upon the Bank’s termination of this The Bank may terminate and all other arrangements that would be aggregated with liquidate this Agreement pursuant to Treasury Regulation §1.409A-1(c) if the Executive participated in such arrangements (“Similar Arrangements”), provided that that: (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, ; (ii) all arrangements sponsored by the Bank that would be aggregated with any terminated arrangements under Treasury Regulation §1.409A-1(c) if the same service provider had deferrals of compensation under such arrangements are also terminated and liquidated; (iii) no payments are made within twelve (12) months of the termination of the arrangements payments, other than payments that would be payable under the terms of the arrangements this Agreement if the termination had not occurred, are made within twelve (iii12) months of the date the Bank takes all necessary action to irrevocably terminate and liquidate this Agreement; (iv) all termination distributions payments are made no later than within 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 this Agreement; and (v) the Bank may distribute does adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulation §1.409A-1(c) if the Accrual Balancesame service provider participated in both arrangements, determined as of at any time within three (3) years following the date of the termination of Bank takes the irrevocable action to terminate and liquidate this Agreement, provided that all references in this clause (c) to the Executive Bank shall include any affiliated entities that are deemed to constitute a “service recipient” as defined in a lump sum subject to the above termsTreasury Regulation §1.409A-1(g).

Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.210.2, 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 the Agreement and further provided that all of the Bank’s arrangements sponsored by which are substantially similar to the Bank that would be aggregated with this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive Director and all participants under in the other aggregated similar 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 arrangementsterminations; (b) Within twelve (12) months of a Upon the Bank’s 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 the Agreement are included in the ExecutiveDirector’s gross income in the latest of (i) the calendar year in which this 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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 1.409A-1(c) if the Executive Director 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) the Bank does not adopt any new arrangement arrangements 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 Deferral Account Balance, determined as of the date of the termination of this the Agreement, to the Executive Director in a lump sum subject to the above terms.

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) This Agreement may be terminated at any time by the Bank in its sole and absolute discretion under the following circumstances, provided, however, that the Bank shall continue to be obligated to pay the benefits under the Agreement with respect to compensation which the Executive and the Bank had deferred prior to the termination of the Agreement, in accordance with the terms of the Agreement as in effect immediately prior to such termination. (b) The Bank’s discretionary termination of this Agreement under one of the following circumstances may result in the acceleration of the time and form of payment to Executive, where the right to payment arises in connection with the Bank’s discretionary termination of the Agreement: 1. 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 a corporate dissolution taxed under Code section 331, or with the approval of this a bankruptcy court pursuant to section 503(b)(1)(A) of Title 11 of the United States Code, provided that Executive’s benefits under the Agreement and further are included in Executive’s income on the latest of: a. The calendar year in which the Agreement terminates; b. The calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or c. The first calendar year in which the payment is administratively practicable; 2. Within the thirty (30) days preceding or the twelve (12) months following a Change In Control, provided that all of the substantially similar arrangements sponsored by the Bank are terminated, such that would be aggregated with this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all other participants under the other aggregated substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date of termination of 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) 3. Where the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank and; a. All arrangements sponsored by the Bank, (iithat would be aggregated with any terminated arrangement under Treasury regulations section 1.409A-1(c) no payments are made within twelve (12) months if Executive participated in all of the termination of the arrangements arrangements, are terminated; b. No payments, 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 within twelve (12) months of the termination of the arrangements; c. All payments are made within twenty-four (24) months following such termination, and (iv) of the termination of the arrangements; and d. The Bank does not adopt any a new arrangement arrangement, that would be a Similar Arrangement for a minimum of aggregated with any terminated arrangement under Treasury regulations section 1.409A-1(c) if Executive participated in both arrangements, at any time within three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate of termination of the Agreement; ; 4. Upon such other events and conditions as the Bank Commissioner of the Internal Revenue Service may distribute prescribe in generally applicable guidance published in the Accrual BalanceInternal Revenue Bulletin. (d) If not terminated at an earlier date, determined this Agreement shall terminate as of the earliest date of on which the termination of this Agreement, Bank’s obligations to the Executive in a lump sum subject to and the above termsExecutives’ Beneficiaries have been satisfied.

Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Bank irrevocably terminates this may, in its discretion, elect to terminate the Agreement in any of 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 three circumstances 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 as set forth below, provided that in each case the action taken complies with the applicable requirements set forth in Treasury Regulation §1.409A-3(j)(4)(ix): (a) the Agreement is irrevocably terminated within the 30 days preceding a Change in Control and (1) all arrangements sponsored by the Bank and its affiliates and any successors immediately following the Change in Control that would be aggregated with the Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated with respect to the above termsExecutive and each participant in the aggregated arrangements that experienced the Change in Control event, and (2) the Executive and each participant under the other aggregated arrangements receive all of their benefits under the terminated arrangements within 12 months of the date that all necessary action to irrevocably terminate the Agreement and the other aggregated arrangements is taken; (b) the Agreement is irrevocably terminated at a time that is not proximate to a downturn in the financial health of the Bank and (1) all arrangements sponsored by the Bank that would be aggregated with the Agreement under Treasury Regulation §1.409A-1(c) if the Executive participated in such arrangements are terminated, (2) no payments are made within 12 months of the date the Bank takes all necessary action to irrevocably terminate the arrangements, other than payments that would be payable under the terms of the arrangements if the termination had not occurred; (3) all payments are made within 24 months of the date the Bank takes all necessary action to irrevocably terminate the arrangements; and (4) the Bank does not adopt a new arrangement that would be aggregated with the Agreement under Treasury Regulation §1.409A-1(c) if the Executive participated in both arrangements, at any time within three years following the date the Bank takes all necessary action to irrevocably terminate the Agreement; or (c) the Agreement is terminated within 12 months of a corporate dissolution 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 by the Executive under the Agreement are included in the Executive’s gross income in the later of (1) the calendar year in which the termination of the Agreement occurs, or (2) the first calendar year in which the payment is administratively practicable.”

Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.27.2, if the Bank irrevocably terminates this Agreement in the following circumstances: (a) Within thirty (30) days before or twelve (12) months after a Change change in Controlthe 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 irrevocable termination of this the Agreement and further provided that all of the Bank's arrangements sponsored by which are substantially similar to 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 in the other aggregated similar 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; terminations; (b) Within twelve (12) months of a Upon the Bank's 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 the Agreement are included in the Executive’s 's gross income in the latest of (i) the calendar year in which this 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 practicablepractical; or (c) Upon the Bank’s 's termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §1.409A-1(c) if non-account balance plans (as referenced in Code Section 409A of the Executive participated in such arrangements (“Similar Arrangements”Code or the regulations thereunder), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) no payments all distributions are made within no earlier than 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 and 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 non-account balance plans for a minimum of three five (35) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreementof such termination; the Bank may distribute the Accrual Balance, determined as of the date of the termination of this the Agreement, to the Executive in a lump sum subject to the above terms.

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 '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 practicablepractical; 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(cRegulations Section 1.409A-l(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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 BalanceAccount Value, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

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; provide that, if the Bank irrevocably terminates this Agreement in accordance with Section 8.3, it shall do so in conformity with one of the following circumstances: (a) Within thirty (30) days before or twelve (12) months after a Change transaction described in ControlCode Section 409A(2)(A)(v), i.e, a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the Bank’s assets, provided that the Executive’s benefit shall be one hundred percent (100%) of the Normal Retirement Benefit amount described in Section 2.1.1, and that all distributions are made no later than twelve (12) months following such irrevocable termination of this the Agreement and further provided that all of the Bank’s arrangements sponsored by which are substantially similar to 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 in the other aggregated similar 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 arrangementsterminations; (b) Within twelve (12) months of a Upon the Bank’s 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 the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which this 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 practicablepractical; 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 non-account balance plans (as referenced in Code Section 409A of the Executive participated in such arrangements (“Similar Arrangements”Code or the regulations thereunder), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) no payments all distributions are made within no earlier than 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 and 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 non-account balance plans for a minimum of three five (35) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreementof such termination; in which case, the Bank may distribute the Accrual BalanceAccount Value, determined as of the date of the termination of this the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2Paragraph 11.2 above, if the Bank irrevocably terminates this Agreement in the following circumstances: (a) 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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the that Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a B. Upon the Bank’s 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 practicablepractical; or (c) 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(cRegulations Section 1.409A-l (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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 Balanceentire amount accrued by the Bank with respect to the Bank’s obligations hereunder, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

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 Upon 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 Bank’s 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 '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 practicablepractical; or (cb) Upon Prior to a Change in Control, upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 Balancepresent value of the Early Termination benefit, calculated using an annual discount rate of four percent (4%), compounded monthly, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

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 Bank's arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 '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 practicablepractical; oror Fairport Savings Bank Supplemental Executive Retirement Agreement (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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.

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 With 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 BalanceAccount Value, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

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 change in Controlthe ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank as described in Code Section 409A(2)(A)(v), 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 Bank's arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 '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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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.

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 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 agreements, methods, programs, and other arrangements sponsored by the Bank that would be aggregated or the Corporation immediately after the Change in Control with this Agreement respect to which deferrals of compensation are treated as having been deferred under Treasury a single plan under Regulation §1.409A-1(c)(2) (“Similar Arrangements”) are terminated so and liquidated with respect to each participant that experienced the Executive Change in Control and all participants under the other aggregated arrangements are required to receive all amounts of compensation deferred under the terminated arrangements this Agreement and all Similar Arrangements within twelve (12) months of the date the Bank or Corporation irrevocably takes all necessary action to terminate such arrangementsand liquidate this Agreement and all Similar Arrangements; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; or (c) Upon the Bank’s termination of this Agreement 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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.

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:contrary (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 Bank's arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank's 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 '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 practicablepractical; or (c) Upon the Bank’s 's termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 BalanceAccount Value, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Bank irrevocably Company terminates this Agreement in the following circumstances: (a) Within thirty (30) days before or twelve (12) months after a Change change in Controlthe ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Code Section 409A(a)(2)(A)(v), 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 Company's arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Company’s 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 '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 practicablepractical; or (c) Upon the BankCompany’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 BankCompany, (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 earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iviii) the Bank Company does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Bank Company 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.

Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.27.2, if the Bank irrevocably terminates this Agreement in the following circumstances: (a) Within thirty (30) days before or twelve (12) months after a Change change in Controlthe 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 irrevocable termination of this the Agreement and further provided that all of the Bank's arrangements sponsored by which are substantially similar to 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 in the other aggregated similar 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 arrangementsterminations; (b) Within twelve (12) months of a Upon the Bank's 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 the Agreement are included in the Executive’s 's gross income in the latest of (i) the calendar year in which this 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 practicablepractical; or (c) Upon the Bank’s 's termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §1.409A-1(c) if non-account balance plans (as referenced in Code Section 409A of the Executive participated in such arrangements (“Similar Arrangements”Code or the regulations thereunder), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) no payments all distributions are made within no earlier than 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 and 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 non-account balance plans for a minimum of three five (35) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreementof such termination; the Bank may distribute the Accrual Balance, determined as of the date of the termination of this the Agreement, to the Executive in a lump sum subject to the above terms.

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 change in Controlthe ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank as described in Code Section 409A(a)(2)(A)(v), 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 Bank's arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive Director and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of the Bank's dissolution either (x) in a dissolution of the Bank taxed taxable under Code Section 331 of the Code or (y) 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 Director'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 practicablepractical; or (c) Upon the Bank’s 's termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 1.409A-1(c) if the Executive Director 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 Balanceamount the Bank has accrued with respect to its obligations hereunder, determined as of the date of the termination of this Agreement, to the Executive Director in a lump sum subject to the above terms.

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 BalanceAccount Value, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.27.2, if the Bank irrevocably terminates this Agreement in the following circumstances: (a) Within thirty (30) days before 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 agreements, methods, programs, and other arrangements sponsored by the Bank that would be aggregated or the Company immediately after the Change in Control with this Agreement respect to which deferrals of compensation are treated as having been deferred under Treasury Regulation a single plan under §1.409A-1(c)(21.409A-1(c) (“Similar Arrangements”) are terminated so and liquidated with respect to each participant that experienced the Executive Change in Control and all participants under the other aggregated arrangements are required to receive all amounts of compensation deferred under the terminated arrangements this Agreement and all Similar Arrangements within twelve (12) months of the date the Bank or Company irrevocably takes all necessary action to terminate such arrangementsand liquidate this Agreement and all Similar Arrangements; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; or (c) Upon the Bank’s termination of this Agreement 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 BalanceAccount Value, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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)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 subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 BalanceAccount Value, determined as of the date of the termination of this Agreement, to the Executive in a lump sum sum, subject to the above terms.

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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.

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 change in Controlthe ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank as described in Code Section 409A(a)(2)(A)(v), 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 Bank's arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of the Bank's dissolution either (x) in a dissolution of the Bank taxed taxable under Code Section 331 of the Code or (y) with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A)court, provided that the amounts deferred under this Agreement are included in the Executive’s '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 practicablepractical; or (c) Upon the Bank’s 's termination of this and all other arrangements that would be aggregated with with· this Agreement pursuant to Treasury Regulation §1.409A-1(cRegulations Section l.409A-l(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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 Balanceamount the Bank has accrued with respect to its obligations hereunder, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Bank irrevocably 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 irrevocable termination of this Agreement and further provided that all of the Company’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Company’s 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 Floridian Bank Salary Continuation Agreement subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practicablepractical; or (c) Upon the BankCompany’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §1.409A-1(cRegulations Section 1.409A-l(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 BankCompany, (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 earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iviii) the Bank Company does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Bank Company 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.

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 Bank's arrangements sponsored by the Bank that which would be aggregated with this Agreement under Treasury Regulation §Regulations Section 1.409A-1(c)(2) are terminated and liquidated so the Executive and all participants under the other aggregated in those 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 '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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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.

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; 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 non-account balance plans (as referenced in such arrangements (“Similar Arrangements”Code Section 409A), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) no payments all distributions are made within no earlier than 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 and 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 non-account balance plans for a minimum of three five (35) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreementof such termination; 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.

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 Bank's arrangements sponsored by the Bank that which would be aggregated with this Agreement under Treasury Regulation §Regulations Section 1.409A-1(c)(2) are terminated and liquidated so the Executive Director and all participants under the other aggregated in those 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank's 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 Director'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 practicablepractical; or (c) Upon the Bank’s 's termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 1.409A-1(c) if the Executive Director 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 Director in a lump sum subject to the above terms.

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; 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(cRegulations Section 1.409A-l(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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 BalanceAccount Value, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

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:: HARVARD SAVINGS BANK Salary Continuation Agreement (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 the Agreement and further provided that all of the Bank’s arrangements sponsored by which are substantially similar to 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 in the other aggregated similar 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 arrangementsterminations; (b) Within twelve (12) months of a Upon the Bank’s 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 the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which this 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 practicablepractical; 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 non-account balance plans (as referenced in Code Section 409A of the Executive participated in such arrangements (“Similar Arrangements”Code or the regulations thereunder), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) no payments all distributions are made within no earlier than 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 and 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 non-account balance plans for a minimum of three five (35) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreementof such termination; the Bank may distribute the Accrual BalanceAccount Value, determined as of the date of the termination of this the Agreement, to the Executive in a lump sum subject to the above terms.

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 Bank's arrangements sponsored by the Bank that which would be aggregated with this Agreement under Treasury Regulation §Regulations Section 1.409A-1(c)(2) are terminated and liquidated so the Executive and all participants under the other aggregated in those 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank's 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 '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 practicablepractical; or (c) Upon the Bank’s 's termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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.

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 BalanceAccount Value, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.. AMERIANA BANK, SB Salary Continuation Plan

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; 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(cRegulations Section l.409A-l(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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 BalanceAccount Value, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.. Harvard Savings Bank Salary Continuation Agreement

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 Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 Balanceactuarial equivalent of the present value of the Early Termination benefit, determined as of the date of the termination of this the Agreement, to the Executive in a lump sum subject to the above terms.

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 With 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.

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 HARVARD SAVINGS BANK Salary Continuation Agreement following such irrevocable termination of this the Agreement and further provided that all of the Bank’s arrangements sponsored by which are substantially similar to 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 in the other aggregated similar 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 arrangementsterminations; (b) Within twelve (12) months of a Upon the Bank’s 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 the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which this 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 practicablepractical; 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 non-account balance plans (as referenced in Code Section 409A of the Executive participated in such arrangements (“Similar Arrangements”Code or the regulations thereunder), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) no payments all distributions are made within no earlier than 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 and 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 non-account balance plans for a minimum of three five (35) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreementof such termination; the Bank may distribute the Accrual BalanceAccount Value, determined as of the date of the termination of this the Agreement, to the Executive in a lump sum subject to the above terms.

Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Bank irrevocably 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 irrevocable termination of this Agreement and further provided that all of the Company's arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Company’s 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 '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 practicablepractical; or (c) Upon the BankCompany’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 BankCompany, (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 earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iviii) the Bank Company does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Bank Company 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.

Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Bank irrevocably terminates t this Agreement terminates in the following circumstances: (a) Within thirty (30) days before or twelve (12) months after a Change transaction described in ControlCode Section 409A(2)(A)(v), i.e., a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, provided that all distributions are made no later than twelve (12) months following such irrevocable termination of this the Agreement and further provided that all of the Company’s arrangements sponsored by which are substantially similar to the Bank that would be aggregated with this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive Director and all participants under in the other aggregated similar 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 arrangementsterminations; (b) Within twelve (12) months of a Upon the Company’s 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 the Agreement are included in the ExecutiveDirector’s gross income in the latest of (i) the calendar year in which this 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 practicablepractical; or (c) Upon the BankCompany’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §1.409A-1(c) if non-account balance plans (as referenced in Code Section 409A of the Executive participated in such arrangements (“Similar Arrangements”Code or the regulations thereunder), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) no payments all distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iv) the Bank Company does not adopt any new arrangement that would be a Similar Arrangement non-account balance plans for a minimum of three five (35) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreementof such termination; the Bank Company may distribute the Accrual Balanceamount the Company has accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of this the Agreement, to the Executive Director in a lump sum subject to the above terms.

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 the termination of this Agreement and further provided that all of the Bank’s arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) 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 BalanceAccrued Benefit, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.

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 Bank's arrangements sponsored by the Bank that would be aggregated with which are substantially similar to this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under in the other aggregated similar 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 arrangementstermination; (b) Within twelve (12) months of a Upon the Bank’s 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 '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 practicablepractical; or (c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §Regulations Section 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 all termination distributions are made within no earlier than 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 and no later than twenty-four (24) months following such termination, and (iviii) the Bank does not Supplemental Executive Retirement Agreement 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.

Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Bank irrevocably terminates this may, in its discretion, elect to terminate the Agreement in any of the following circumstances:three circumstances and distribute the Account Value, determined as of the date of the termination of this Agreement, to the Executive in a lump sum as set forth below, provided that in each case the action taken complies with the applicable requirements set forth in Treasury Regulation §1.409A-3(j)(4)(ix): (a) Within thirty (30) the Agreement is irrevocably terminated within the 30 days before or twelve (12) months after preceding a Change in ControlControl and (1) all arrangements sponsored by the Bank and its affiliates and any successors immediately following the Change in Control that would be aggregated with the Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated with respect to the Executive and each participant in the aggregated arrangements that experienced the Change in Control event, provided and (2) the Executive and each participant under the other aggregated arrangements receive all of their benefits under the terminated arrangements within 12 months of the date that all distributions are made no later than twelve (12) months following such irrevocable termination of this necessary action to irrevocably terminate the Agreement and further provided the other aggregated arrangements is taken; (b) the Agreement is irrevocably terminated at a time that all is not proximate to a downturn in the financial health of the Bank and (1) all arrangements sponsored by the Bank that would be aggregated with this the Agreement under Treasury Regulation §1.409A-1(c)(21.409A-1(c) are terminated so if the Executive and all participants under the other aggregated participated in such arrangements are required to receive all amounts of compensation deferred under the terminated arrangements terminated, (2) no payments are made within twelve (12) 12 months of the date the Bank irrevocably takes all necessary action to irrevocably terminate such the arrangements;, other than payments that would be payable under the terms of the arrangements if the termination had not occurred; (3) all payments are made within 24 months of the date the Bank takes all necessary action to irrevocably terminate the arrangements; and (4) the Bank does not adopt a new arrangement that would be aggregated with the Agreement under Treasury Regulation §1.409A-1(c) if the Executive participated in both arrangements, at any time within three years following the date the Bank takes all necessary action to irrevocably terminate the Agreement; or (bc) Within twelve (12) the Agreement is terminated within 12 months of a corporate dissolution of the Bank taxed under Section 331 of the Code Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred by the Executive under this the Agreement are included in the Executive’s gross income in the latest later of (i) the calendar year in which this Agreement terminates; (ii1) the calendar year in which the amount is no longer subject to a substantial risk termination of forfeiture; the Agreement occurs, or (iii2) the first calendar year in which the distribution payment 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.