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

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Bank terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s arrangements which are substantially similar to the Agreement are terminated so the Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Bank’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Director’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Bank’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank may distribute the Accrual Balance, determined as of the date of the termination of the Agreement, to the Director in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Bank terminates this Agreement terminates in the following circumstances: (a) Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Bank’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Bank’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank may distribute the Accrual Balance, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Bank terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after after, a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Bank’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Bank’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank may distribute the Accrual BalanceAccrued Benefit, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Bank terminates this Agreement terminates in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Bank Company as described in Section 409A(2)(A)(v409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s Company's arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Bank’s Company's dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Director’s Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Bank’s Company's termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank Company may distribute the Accrual Balanceentire amount accrued by the Company with respect to the Company's obligations hereunder, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.. The following Section 8.13 shall be added to the Agreement immediately following Section 8.12:

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Bank Company terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Bank Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s Company's arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the BankCompany’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Director’s Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the BankCompany’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank . The Company may distribute the Accrual Balance, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Bank terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Bank’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Bank’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank may distribute the Accrual Balanceamount which the Bank has accrued with respect to the Bank’s obligations under Article 2 hereof, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Bank terminates this Agreement terminates in the following circumstances:. (a) Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Bank Company as described in Section 409A(2)(A)(v409A(20(A)(v) of the Codecode, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the BankCompany’s arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements;. (b) Upon the BankCompany’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the BankCompany’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank Company may distribute the Accrual Balance, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Bank Company terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Bank Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the BankCompany’s arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the BankCompany’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; oror Salary Continuation Agreement (c) Upon the BankCompany’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank Company may distribute the Accrual Balanceamount which the Company has accrued with respect to the Company’s obligations under Article 2 hereof, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Bank terminates this Agreement terminates in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Bank Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s 's arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Bank’s 's dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Director’s Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Bank’s 's termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; termination the Bank may distribute the Accrual BalanceAccount Value, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Bank terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s arrangements which are substantially similar to the Agreement are terminated so the Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Bank’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Director’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Bank’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank may distribute the Accrual BalanceDeferral Account balance, determined as of the date of the termination of the Agreement, Agreement to the Director Director, in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Bank terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after after, a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Bank’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Bank’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank may distribute the Accrual BalanceAccrued Benefit, determined as of the date of the termination of the Agreementagreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Bank terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s arrangements which are substantially similar to the Agreement are terminated so the Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Bank’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Director’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Bank’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank may distribute the Accrual Balanceaccrual balance, determined as of the date of the termination of the Agreement, to the Director in a lump sum subject to the above terms. Section 8.1 of the Agreement shall be deleted in its entirety and replaced by the following:

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary Contrary in Section 7.2, if the Bank Company terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Bank Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the BankCompany’s arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the BankCompany’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the BankCompany’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of 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 the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Bank terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Bank’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Bank’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank may distribute the Accrual Balanceaccrual balance, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms. Section 8.1 of the Agreement shall be deleted in its entirety and replaced by the following:

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.212.2, if the Bank terminates this Agreement terminates in the following circumstances: (a) Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Bank Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s Company's arrangements which are substantially similar to the Agreement are terminated so the Director Participant and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangementssuch terminations; (b) Upon the Bank’s Company's dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Director’s Participant's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the -14- calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Bank’s Company's termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank The Company may distribute the Accrual Balance, determined as amount of the date of the termination of the Agreement, Participant's vested benefit to the Director Participant in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Bank terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a transaction described in Code 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 assets of the Bank as described in Section 409A(2)(A)(v) of the CodeBank, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s 's arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Bank’s 's dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Director’s Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Bank’s 's termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; in which case, the Bank may distribute the Accrual Balanceamount the Bank has accrued with respect to the Bank's obligations hereunder, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Bank Company terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Bank Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the BankCompany’s arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12l 2) months of the termination of the arrangements; (b) Upon the BankCompany’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the BankCompany’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank Company may distribute the Accrual Balanceamount which the company has accrued with respect to the Company’s obligations under Article 2 hereof, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.210.2, if the Bank Corporation terminates this Agreement Plan in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the BankCorporation, or in the ownership of a substantial portion of the assets of the Bank Corporation as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement Plan and further provided that all the Bank’s Corporation's arrangements which are substantially similar to the Agreement Plan are terminated so the Director Participant and all participants in the similar arrangements 11 are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Bank’s Corporation's dissolution or with the approval of a bankruptcy Bankruptcy court provided that the amounts deferred under the Agreement Plan are included in the Director’s Participant's gross income in the latest of (i) the calendar year in which the Agreement Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Bank’s Corporation's termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank Corporation does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank Corporation may distribute the Accrual BalanceDeferral Account balance, determined as of the date of the termination of the AgreementPlan, to the Director Participant in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Bank Company terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Bank Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the BankCompany’s arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the BankCompany’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iiihi) the first calendar year in which the distribution is administratively practical; or (c) Upon the BankCompany’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank Company may distribute the vested Accrual BalanceBalance as shown on Schedule A, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.29.2, if the Bank Company terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Bank Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the BankCompany’s arrangements which are substantially similar to the Agreement are terminated so the Director and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the BankCompany’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Director’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the BankCompany’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank Company may distribute the Accrual BalanceDeferral Account balance, determined as of the date of the termination shown on Exhibit D of the Agreement, to the Director Director, in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Bank Company terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Bank Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the BankCompany’s arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the BankCompany’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the BankCompany’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank Company may distribute the vested Accrual BalanceBalance as shown on Schedule A, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Bank terminates this Agreement terminates in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Bank Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the BankCompany’s arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the BankCompany’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the BankCompany’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank Company may distribute the vested Accrual Balance, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Bank terminates this Agreement terminates in the following circumstances: (a) Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Bank Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the BankCompany’s arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the BankCompany’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the BankCompany’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank Company may distribute the Accrual Balanceamount the Company should have accrued with respect to the Company’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Bank Company terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Bank Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s Company's arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Bank’s Company's dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Director’s Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Bank’s Company's termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; COMMUNITY BANK OF TRI-COUNTY Salary Continuation Agreement the Bank Company may distribute the Accrual Balanceamount which the Company has accrued with respect to the Company's obligations under Article 2 hereof, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.28.2, if the Bank Company terminates this Agreement in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Bank Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the BankCompany’s arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the BankCompany’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the BankCompany’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Bank Company may distribute the Accrual Balanceamount which the Company has accrued with respect to the Company’s obligations under Article 2 hereof, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.

Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.211.2, if the Bank terminates this Agreement terminates in the following circumstances: (a) Within thirty (30) days before, before or twelve (12) months after a change in the ownership or effective control of the BankGABC, or in the ownership of a substantial portion of the assets of the Bank GABC as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the BankGABC’s arrangements which are substantially similar to the Agreement are terminated so the Director Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the BankGABC’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the DirectorExecutive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the BankGABC’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Bank GABC does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such terminationtermination (or such lesser period permitted under Code Section 409A); the Bank GABC may distribute the Accrual BalanceAccrued Benefit, determined as of the date of the termination of the Agreement, to the Director Executive in a lump sum subject to the above terms.