Common use of Section 409A of the Internal Revenue Code Clause in Contracts

Section 409A of the Internal Revenue Code. Although the Company does not guarantee the tax treatment of any payment under this Agreement, this Agreement and any payments made hereunder are intended to comply with or be exempt from Section 409A of the Code, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith. Any payment under this Agreement may only be made upon an event and in a manner permitted by Section 409A of the Code, and such payments are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable. Notwithstanding anything herein to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” (as such term is defined in Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Employee’s “separation of service” (as such term is defined in Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to Employee on the first payroll date that occurs after the date that is six months following Employee’s separation of service with the Company. If Employee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Employee’s estate within sixty (60) days after the date of Employee’s death. For purposes of Section 409A of the Code, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. The Company reserves the right to amend the provisions of this Agreement at any time and in any manner without Employee’s consent but with notice to Employee solely to comply with the requirements of Section 409A of the Code and to avoid the imposition of additional tax, interest or income inclusion under Section 409A of the Code on any payment to be made hereunder. Notwithstanding the foregoing, in no event shall the Company be liable for any additional tax, interest, income inclusion or other penalty that may be imposed on Employee by Section 409A of the Code or for damages for failing to comply with Section 409A of the Code.

Section 409A of the Internal Revenue Code. Although the Company does not guarantee the tax treatment of any payment under this Agreement, this Agreement and any payments made hereunder are This Award is intended to comply with or be exempt from Section 409A of avoid the Code, and, accordingly, potential adverse tax consequences to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith. Any payment under this Agreement may only be made upon an event and in a manner permitted by Recipient of Section 409A of the Code, and the Board may make such payments are intended modifications to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable. Notwithstanding anything herein to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” (as such term is defined in Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of it deems necessary or advisable to avoid such termination of employment adverse tax consequences. However, if (i) this Award is not exempt from, and therefore deemed to prevent any accelerated or additional tax under be deferred compensation subject to, Section 409A of the Code, then (ii) the Recipient is deemed by the Company will postpone at the commencement time of the payment of any such payments his or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and the her “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Employee’s “separation of from service” (as such term is defined in Treasury Regulations Section 1.409A-1(h) without regard to any alternative definition thereunder) to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and (iii) any of the payments set forth herein are issuable upon such separation from service, then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts payments will not be provided to the Recipient prior to the earliest of (a) the date that is six months and one day after the date of such separation from service, (b) the date of the Recipient’s death, or (c) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 9 will be paid in a lump sum to Employee on the first payroll date that occurs after the date that is six months following Employee’s separation of service with the Company. If Employee dies during the postponement period prior to the payment of postponed amountRecipient, the amounts withheld on account of Section 409A of the Code shall and any remaining payments due will be paid to the personal representative as otherwise provided herein. Each installment of Employee’s estate within sixty (60) days after the date of Employee’s death. For RSUs that vests under this Award is a “separate payment” for purposes of Treasury Regulations Section 409A of the Code, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. The Company reserves the right to amend the provisions of this Agreement at any time and in any manner without Employee’s consent but with notice to Employee solely to comply with the requirements of Section 409A of the Code and to avoid the imposition of additional tax, interest or income inclusion under Section 409A of the Code on any payment to be made hereunder. Notwithstanding the foregoing, in no event shall the Company be liable for any additional tax, interest, income inclusion or other penalty that may be imposed on Employee by Section 409A of the Code or for damages for failing to comply with Section 409A of the Code1.409A-2(b)(2).

Section 409A of the Internal Revenue Code. Although It is intended that all of the Company does not guarantee the tax treatment of any payment benefits and payments under this Agreement, this Letter Agreement and any payments made hereunder are intended to comply with or be exempt from Section 409A of the Code, and, accordinglysatisfy, to the maximum greatest extent permittedpossible, the exemptions from the application of Internal Revenue Code (“Code”) Section 409A provided under Treasury Regulations 1.409A 1(b)(4), 1.409A 1(b)(5) and 1.409A 1(b)(9), and this Letter Agreement will be construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Letter Agreement shall (and any definitions hereunder) will be interpreted construed in a manner consistent therewith. Any payment under this Agreement may only be made upon an event and in a manner permitted by that complies with Section 409A of the Code409A, and such payments are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable. Notwithstanding anything herein to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” (as such term is defined in Section 409A of the Code) incorporates by reference all required definitions and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Employee’s “separation of service” (as such term is defined in Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to Employee on the first payroll date that occurs after the date that is six months following Employee’s separation of service with the Company. If Employee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Employee’s estate within sixty (60) days after the date of Employee’s deathterms. For purposes of Code Section 409A (including, without limitation, for purposes of the CodeTreasury Regulation Section 1.409A 2(b)(2)(iii)), Employee’s your right to receive any installment payments pursuant to under this Letter Agreement shall (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements Notwithstanding any provision to the contrary in this letter, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and in-kind benefits provided if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then if delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the effective date of your Separation from Service, and (ii) the date of your death (such earlier date, the “Delayed Initial Payment Date”), the Company will (A) pay to you a lump sum amount equal to the sum of the payments upon Separation from Service that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this Agreement shall be made or provided paragraph, and (B) commence paying the balance of the payments in accordance with the requirements of Section 409A of the Code. The Company reserves the right to amend the provisions of this Agreement at any time and in any manner without Employee’s consent but with notice to Employee solely to comply with the requirements of Section 409A of the Code and to avoid the imposition of additional tax, interest or income inclusion under Section 409A of the Code on any applicable payment to be made hereunder. Notwithstanding the foregoing, in no event shall the Company be liable for any additional tax, interest, income inclusion or other penalty that may be imposed on Employee by Section 409A of the Code or for damages for failing to comply with Section 409A of the Codeschedules set forth above.

Section 409A of the Internal Revenue Code. Although the Company does not guarantee the tax treatment of any payment under this Agreement, this Agreement and any payments made hereunder are intended to comply with or be exempt from Section 409A of the Code, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith. Any payment under this Agreement may only be made upon an event and in a manner permitted by Section 409A of the Code, and such payments are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable. Notwithstanding anything herein to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” (as such term is defined in Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and the “separation pay exception” under ▇▇▇▇▇Treas. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Employee’s “separation of service” (as such term is defined in Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to Employee on the first payroll date that occurs after the date that is six months following Employee’s separation of service with the Company. If Employee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Employee’s estate within sixty (60) days after the date of Employee’s death. For purposes of Section 409A of the Code, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Employee’s execution of the Second Release, directly or indirectly, result in Employee designating the calendar year of payment, and if a payment that is subject to execution of the Second Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company reserves the right to amend the provisions of this Agreement at any time and in any manner without Employee’s consent but with notice to Employee solely to comply with the requirements of Section 409A of the Code and to avoid the imposition of additional tax, interest or income inclusion under Section 409A of the Code on any payment to be made hereunder. Notwithstanding the foregoing, in no event shall the Company be liable for any additional tax, interest, income inclusion or other penalty that may be imposed on Employee by Section 409A of the Code or for damages for failing to comply with Section 409A of the Code.

Section 409A of the Internal Revenue Code. Although the Company does not guarantee the tax treatment of any payment under this Agreement, this Agreement and any payments made hereunder are intended to comply with or be exempt from Section 409A of the Code, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith▇▇. Any payment under this Agreement may only be made upon an event and in a manner permitted by Section 409A of the Code, and such payments are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable. Notwithstanding anything herein to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” (as such term is defined in Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii), until ▇▇▇▇ and the first payroll date Bank acknowledge that occurs after the date that is six months following Employee’s “separation of service” (as such term is defined in Section 409A each of the Code) with the Companypayments and benefits promised to ▇▇. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to Employee on the first payroll date that occurs after the date that is six months following Employee’s separation of service with the Company. If Employee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Employee’s estate within sixty (60) days after the date of Employee’s death. For purposes of Section 409A of the Code, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided ▇▇▇▇▇▇▇▇▇ under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. The Company reserves the right to amend the provisions of this Agreement at any time and in any manner without Employee’s consent but with notice to Employee solely to must either comply with the requirements of Section 409A of the Internal Revenue Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, ▇▇. ▇▇▇▇▇▇▇▇▇ and the Bank agree that (a) the payment described in Section 9(b)(i) is intended to avoid the imposition of additional tax, interest or income inclusion under be exempt from Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Bank’s customary payment timing arrangement; and (b) the welfare benefits provided in kind under section 9 (b)(iii) are intended to be exempt from Section 409A as welfare benefits pursuant to Treasury Regulation Section 1.409A-1(a)(5) and/or as benefits not includible in gross income. In the case of a payment that is not exempt from Section 409A, the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of ▇▇. ▇▇▇▇▇▇▇▇▇’▇ termination of employment to the date of actual payment) to and paid on the later of the Code earliest date on any payment to be made hereunderwhich ▇▇. Notwithstanding ▇▇▇▇▇▇▇▇▇ experiences a separation from service (within the foregoingmeaning of Treasury Regulation Section 1.409A-1(h)) and, in no event shall if ▇▇. ▇▇▇▇▇▇▇▇▇ is a specified employee (within the Company be liable for any additional taxmeaning of Treasury Regulation Section 1.409A-1(i)) on the date of his separation from service, interest, income inclusion or other penalty that may be imposed on Employee by Section 409A the first day of the Code or for damages for failing seventh month following ▇▇. ▇▇▇▇▇▇▇▇▇’▇ separation from service. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to comply effect compliance with Section 409A and shall be subject to amendment in the future, in such manner as the Bank may deem necessary or appropriate to effect such compliance; provided that any such amendment shall preserve for ▇▇. ▇▇▇▇▇▇▇▇▇ the present value of the Codepayments due under this Agreement.

Section 409A of the Internal Revenue Code. Although the Company does not guarantee the tax treatment of any payment under this Agreement, this Agreement and any payments made hereunder are intended to comply with or be exempt from Section 409A of the Code, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith▇▇. Any payment under this Agreement may only be made upon an event and in a manner permitted by Section 409A of the Code, and such payments are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable. Notwithstanding anything herein to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” (as such term is defined in Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii), until ▇▇▇▇ and the first payroll date Holding Company acknowledge that occurs after the date that is six months following Employee’s “separation of service” (as such term is defined in Section 409A each of the Code) with the Companypayments and benefits promised to ▇▇. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to Employee on the first payroll date that occurs after the date that is six months following Employee’s separation of service with the Company. If Employee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Employee’s estate within sixty (60) days after the date of Employee’s death. For purposes of Section 409A of the Code, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided ▇▇▇▇▇▇▇▇▇ under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. The Company reserves the right to amend the provisions of this Agreement at any time and in any manner without Employee’s consent but with notice to Employee solely to must either comply with the requirements of Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, ▇▇. ▇▇▇▇▇▇▇▇▇ and the Holding Company agree that (a) the payment described in Section 9(b)(i) is intended to avoid the imposition of additional tax, interest or income inclusion under be exempt from Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Holding Company’s customary payment timing arrangement; and (b) the welfare benefits provided in kind under section 9(b)(iii) are intended to be exempt from Section 409A as welfare benefits pursuant to Treasury Regulation Section 1.409A-1(a)(5) and/or as benefits not includible in gross income. In the case of a payment that is not exempt from Section 409A, the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of ▇▇. ▇▇▇▇▇▇▇▇▇’▇ termination of employment to the date of actual payment) to and paid on the later of the Code earliest date on any payment to be made hereunderwhich ▇▇. Notwithstanding ▇▇▇▇▇▇▇▇▇ experiences a separation from service (within the foregoingmeaning of Treasury Regulation Section 1.409A-1(h)) and, in no event shall if ▇▇. ▇▇▇▇▇▇▇▇▇ is a specified employee (within the Company be liable for any additional taxmeaning of Treasury Regulation Section 1.409A-1(i)) on the date of his separation from service, interest, income inclusion or other penalty that may be imposed on Employee by Section 409A the first day of the Code or for damages for failing seventh month following ▇▇. ▇▇▇▇▇▇▇▇▇’▇ separation from service. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to comply effect compliance with Section 409A and shall be subject to amendment in the future, in such manner as the Holding Company may deem necessary or appropriate to effect such compliance; provided that any such amendment shall preserve for ▇▇. ▇▇▇▇▇▇▇▇▇ the present value of the Codepayments due under this Agreement.

Section 409A of the Internal Revenue Code. Although ▇▇. ▇▇▇▇ and the Company does not guarantee the tax treatment of any payment under this Agreement, this Agreement and any payments made hereunder are intended to comply with or be exempt from Section 409A Bank acknowledge that each of the Code, and, accordingly, payments and benefits promised to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith▇▇. Any payment ▇▇▇▇ under this Agreement may only be made upon an event and in a manner permitted by Section 409A of the Code, and such payments are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable. Notwithstanding anything herein to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” (as such term is defined in Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Employee’s “separation of service” (as such term is defined in Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to Employee on the first payroll date that occurs after the date that is six months following Employee’s separation of service with the Company. If Employee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Employee’s estate within sixty (60) days after the date of Employee’s death. For purposes of Section 409A of the Code, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. The Company reserves the right to amend the provisions of this Agreement at any time and in any manner without Employee’s consent but with notice to Employee solely to must either comply with the requirements of Section 409A of the Internal Revenue Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, ▇▇. ▇▇▇▇ and the Bank agree that (a) the payment described in Section 9(b)(i) is intended to avoid the imposition of additional tax, interest or income inclusion under be exempt from Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Bank’s customary payment timing arrangement; and (b) the welfare benefits provided in kind under section 9 (b)(iii) are intended to be exempt from Section 409A as welfare benefits pursuant to Treasury Regulation Section 1.409A-1(a)(5) and/or as benefits not includible in gross income. In the case of a payment that is not exempt from Section 409A, the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of ▇▇. ▇▇▇▇’▇ termination of employment to the date of actual payment) to and paid on the later of the Code earliest date on any payment to be made hereunderwhich ▇▇. Notwithstanding ▇▇▇▇ experiences a separation from service (within the foregoingmeaning of Treasury Regulation Section 1.409A-1(h)) and, in no event shall if ▇▇. ▇▇▇▇ is a specified employee (within the Company be liable for any additional taxmeaning of Treasury Regulation Section 1.409A-1(i)) on the date of his separation from service, interest, income inclusion or other penalty that may be imposed on Employee by Section 409A the first day of the Code or for damages for failing seventh month following ▇▇. ▇▇▇▇’▇ separation from service. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to comply effect compliance with Section 409A and shall be subject to amendment in the future, in such manner as the Bank may deem necessary or appropriate to effect such compliance; provided that any such amendment shall preserve for ▇▇. ▇▇▇▇ the present value of the Codepayments due under this Agreement.

Section 409A of the Internal Revenue Code. Although the Company does not guarantee the tax treatment of any payment under this Agreement, this Agreement and any payments made hereunder are This Award is intended to comply with or be exempt from Section 409A of avoid the Code, and, accordingly, potential adverse tax consequences to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith. Any payment under this Agreement may only be made upon an event and in a manner permitted by Recipient of Section 409A of the Code, and the Board may make such payments are intended modifications to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable. Notwithstanding anything herein to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” (as such term is defined in Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of it deems necessary or advisable to avoid such termination of employment adverse tax consequences. However, if (i) this Award is not exempt from, and therefore deemed to prevent any accelerated or additional tax under be deferred compensation subject to, Section 409A of the Code, then (ii) the Recipient is deemed by the Company will postpone at the commencement time of the payment of any such payments his or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and the her “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Employee’s “separation of from service” (as such term is defined in Treasury Regulations Section 1.409A-1(h) without regard to any alternative definition thereunder) to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and (iii) any of the payments set forth herein are issuable upon such separation from service, then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts payments will not be provided to the Recipient prior to the earliest of (a) the date that is six months and one day after the date of such separation from service, (b) the date of the Recipient’s death, or (c) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 9 will be paid in a lump sum to Employee on the first payroll date that occurs after the date that is six months following Employee’s separation of service with the Company. If Employee dies during the postponement period prior to the payment of postponed amountRecipient, the amounts withheld on account of Section 409A of the Code shall and any remaining payments due will be paid to the personal representative as otherwise provided herein. Each installment of Employee’s estate within sixty (60) days after the date of Employee’s death. For PSUs that vests under this Award is a “separate payment” for purposes of Treasury Regulations Section 409A of the Code, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. The Company reserves the right to amend the provisions of this Agreement at any time and in any manner without Employee’s consent but with notice to Employee solely to comply with the requirements of Section 409A of the Code and to avoid the imposition of additional tax, interest or income inclusion under Section 409A of the Code on any payment to be made hereunder. Notwithstanding the foregoing, in no event shall the Company be liable for any additional tax, interest, income inclusion or other penalty that may be imposed on Employee by Section 409A of the Code or for damages for failing to comply with Section 409A of the Code1.409A-2(b)(2).

Section 409A of the Internal Revenue Code. Although the Company does not guarantee the tax treatment of any payment under this Agreement, this Agreement and any payments made hereunder are intended to comply with or be exempt from Section 409A of the Code, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith▇▇. Any payment under this Agreement may only be made upon an event and in a manner permitted by Section 409A of the Code, and such payments are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable. Notwithstanding anything herein to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” (as such term is defined in Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii), until ▇▇ and the first payroll date Bank acknowledge that occurs after the date that is six months following Employee’s “separation of service” (as such term is defined in Section 409A each of the Code) with the Companypayments and benefits promised to ▇▇. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to Employee on the first payroll date that occurs after the date that is six months following Employee’s separation of service with the Company. If Employee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Employee’s estate within sixty (60) days after the date of Employee’s death. For purposes of Section 409A of the Code, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided ▇▇▇▇▇▇▇ under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. The Company reserves the right to amend the provisions of this Agreement at any time and in any manner without Employee’s consent but with notice to Employee solely to must either comply with the requirements of Section 409A of the Internal Revenue Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, ▇▇. ▇▇▇▇▇▇▇ and the Bank agree that (a) the payment described in Section 9(b)(i) is intended to avoid the imposition of additional tax, interest or income inclusion under be exempt from Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Bank’s customary payment timing arrangement; and (b) the welfare benefits provided in kind under section 9 (b)(iii) are intended to be exempt from Section 409A as welfare benefits pursuant to Treasury Regulation Section 1.409A-1(a)(5) and/or as benefits not includible in gross income. In the case of a payment that is not exempt from Section 409A, the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of ▇▇. ▇▇▇▇▇▇▇’▇ termination of employment to the date of actual payment) to and paid on the later of the Code earliest date on any payment to be made hereunderwhich ▇▇. Notwithstanding ▇▇▇▇▇▇▇ experiences a separation from service (within the foregoingmeaning of Treasury Regulation Section 1.409A-1(h)) and, in no event shall if ▇▇. ▇▇▇▇▇▇▇ is a specified employee (within the Company be liable for any additional taxmeaning of Treasury Regulation Section 1.409A-1(i)) on the date of his separation from service, interest, income inclusion or other penalty that may be imposed on Employee by Section 409A the first day of the Code or for damages for failing seventh month following ▇▇. ▇▇▇▇▇▇▇’▇ separation from service. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to comply effect compliance with Section 409A and shall be subject to amendment in the future, in such manner as the Bank may deem necessary or appropriate to effect such compliance; provided that any such amendment shall preserve for ▇▇. ▇▇▇▇▇▇▇ the present value of the Codepayments due under this Agreement.

Section 409A of the Internal Revenue Code. Although the Company does not guarantee the tax treatment of any payment under this Agreement, this Agreement and any payments made hereunder are intended to comply with or be exempt from Section 409A of the Code, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith▇▇. Any payment under this Agreement may only be made upon an event and in a manner permitted by Section 409A of the Code, and such payments are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable. Notwithstanding anything herein to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” (as such term is defined in Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii), until ▇▇ and the first payroll date Holding Company acknowledge that occurs after the date that is six months following Employee’s “separation of service” (as such term is defined in Section 409A each of the Code) with the Companypayments and benefits promised to ▇▇. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to Employee on the first payroll date that occurs after the date that is six months following Employee’s separation of service with the Company. If Employee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Employee’s estate within sixty (60) days after the date of Employee’s death. For purposes of Section 409A of the Code, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided ▇▇▇▇▇▇▇ under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. The Company reserves the right to amend the provisions of this Agreement at any time and in any manner without Employee’s consent but with notice to Employee solely to must either comply with the requirements of Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, ▇▇. ▇▇▇▇▇▇▇ and the Holding Company agree that (a) the payment described in Section 9(b)(i) is intended to avoid the imposition of additional tax, interest or income inclusion under be exempt from Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Holding Company’s customary payment timing arrangement; and (b) the welfare benefits provided in kind under section 9 (b)(iii) are intended to be exempt from Section 409A as welfare benefits pursuant to Treasury Regulation Section 1.409A-1(a)(5) and/or as benefits not includible in gross income. In the case of a payment that is not exempt from Section 409A, the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of ▇▇. ▇▇▇▇▇▇▇’▇ termination of employment to the date of actual payment) to and paid on the later of the Code earliest date on any payment to be made hereunderwhich ▇▇. Notwithstanding ▇▇▇▇▇▇▇ experiences a separation from service (within the foregoingmeaning of Treasury Regulation Section 1.409A-1(h)) and, in no event shall if ▇▇. ▇▇▇▇▇▇▇ is a specified employee (within the Company be liable for any additional taxmeaning of Treasury Regulation Section 1.409A-1(i)) on the date of his separation from service, interest, income inclusion or other penalty that may be imposed on Employee by Section 409A the first day of the Code or for damages for failing seventh month following ▇▇. ▇▇▇▇▇▇▇’▇ separation from service. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to comply effect compliance with Section 409A and shall be subject to amendment in the future, in such manner as the Holding Company may deem necessary or appropriate to effect such compliance; provided that any such amendment shall preserve for ▇▇. ▇▇▇▇▇▇▇ the present value of the Codepayments due under this Agreement.

Section 409A of the Internal Revenue Code. Although the Company does not guarantee the tax treatment of any payment under this Agreement, this Agreement and any payments made hereunder are intended to comply with or be exempt from Section 409A of the Code, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith. Any payment under this Agreement may only be made upon an event and in a manner permitted by Section 409A of the Code, and such payments are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable. Notwithstanding anything herein to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” (as such term is defined in Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Employee’s “separation of service” (as such term is defined in Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to Employee on the first payroll date that occurs after the date that is six months following Employee’s separation of service with the Company. If Employee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Employee’s estate within sixty (60) days after the date of Employee’s death. For purposes of Section 409A of the Code, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. In no event may Employee, directly or indirectly, designate the calendar year of a payment. The Company reserves the right to amend the provisions of this Agreement at any time and in any manner without Employee’s consent but with notice to Employee solely to comply with the requirements of Section 409A of the Code and to avoid the imposition of additional tax, interest or income inclusion under Section 409A of the Code on any payment to be made hereunder. Notwithstanding the foregoing, in no event shall the Company be liable for any additional tax, interest, income inclusion or other penalty that may be imposed on Employee by Section 409A of the Code or for damages for failing to comply with Section 409A of the Code.

Section 409A of the Internal Revenue Code. Although ▇▇. ▇▇▇▇ and the Holding Company does not guarantee the tax treatment of any payment under this Agreement, this Agreement and any payments made hereunder are intended to comply with or be exempt from Section 409A acknowledge that each of the Code, and, accordingly, payments and benefits promised to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith▇▇. Any payment ▇▇▇▇ under this Agreement may only be made upon an event and in a manner permitted by Section 409A of the Code, and such payments are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable. Notwithstanding anything herein to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” (as such term is defined in Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Employee’s “separation of service” (as such term is defined in Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to Employee on the first payroll date that occurs after the date that is six months following Employee’s separation of service with the Company. If Employee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Employee’s estate within sixty (60) days after the date of Employee’s death. For purposes of Section 409A of the Code, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. The Company reserves the right to amend the provisions of this Agreement at any time and in any manner without Employee’s consent but with notice to Employee solely to must either comply with the requirements of Section 409A of the Code ("Section 409A") and the regulations thereunder or qualify for an exception from compliance. To that end, ▇▇. ▇▇▇▇ and the Holding Company agree that (a) the payment described in Section 9(b)(i) is intended to avoid the imposition of additional tax, interest or income inclusion under be exempt from Section 409A pursuant to Treasury Regulation section 1.409A-1(b)(3) as payment made pursuant to the Holding Company’s customary payment timing arrangement; and (b) the welfare benefits provided in kind under section 9(b)(iii) are intended to be exempt from Section 409A as welfare benefits pursuant to Treasury Regulation Section 1.409A-1(a)(5) and/or as benefits not includible in gross income. In the case of a payment that is not exempt from Section 409A, the payment shall not be made prior to, and shall, if necessary, be deferred (with interest at the annual rate of 6%, compounded monthly from the date of ▇▇. ▇▇▇▇’▇ termination of employment to the date of actual payment) to and paid on the later of the Code earliest date on any payment to be made hereunderwhich ▇▇. Notwithstanding ▇▇▇▇ experiences a separation from service (within the foregoingmeaning of Treasury Regulation Section 1.409A-1(h)) and, in no event shall if ▇▇. ▇▇▇▇ is a specified employee (within the Company be liable for any additional taxmeaning of Treasury Regulation Section 1.409A-1(i)) on the date of his separation from service, interest, income inclusion or other penalty that may be imposed on Employee by Section 409A the first day of the Code or for damages for failing seventh month following ▇▇. ▇▇▇▇’▇ separation from service. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to comply effect compliance with Section 409A and shall be subject to amendment in the future, in such manner as the Holding Company may deem necessary or appropriate to effect such compliance; provided that any such amendment shall preserve for ▇▇. ▇▇▇▇ the present value of the Codepayments due under this Agreement.

Section 409A of the Internal Revenue Code. Although To the Company does not guarantee the tax treatment of any payment under this Agreementextent applicable, this Agreement and the Employment Agreement shall be interpreted, construed and operated in accordance with the Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury regulations and other guidance issued thereunder. If on the date of the Consultant's separation from service (as defined in Treasury Regulation ss.1.409A-1(h)) with the Company the Consultant is a specified employee (as defined in Code Section 409A and Treasury Regulation ss.1.409A-1(i)), no payment constituting the "deferral of compensation" within the meaning of Treasury Regulation ss.1.409A-1(b) and 5 after application of the exemptions provided in Treasury Regulation ss.ss.1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) shall be made to Consultant at any payments made hereunder are intended time during the six (6) month period following the Consultant's separation from service, and any such amounts shall instead be paid in a lump sum on the first payroll payment date following expiration of such six (6) month period. For purposes of conforming the Employment Agreement to comply with or be exempt from Section 409A of the Code, and, accordingly, the parties agree that the definition of "Good Reason" under the Employment Agreement is hereby amended to conform with the maximum extent permitted, this Agreement IRS safe harbor definition under Treasury Regulation ss.1.409A-1(n)(2)(ii) and that the Company shall be interpreted in have a manner consistent therewithperiod of thirty (30) days to remedy any conditions giving rise to a Good Reason termination. Any Consultant understands and acknowledges that payment under this Agreement may only be made upon an event and in a manner permitted by Section 409A of the Code, and such payments are intended to be exempt from Section 409A portion of the Code Consultant's benefit under the “short-term deferral” exception, to the maximum extent applicable. Notwithstanding anything herein to the contrary, if, at the time of Employee’s termination of employment with the Company, Employee is a “specified employee” (as such term is defined in Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date 's Deferred Compensation Plan that is six months following Employee’s “separation of service” (as such term is defined in Section 409A of the Code) with the Company. If any payments are postponed due subject to such requirements, such postponed amounts will be paid in a lump sum to Employee on the first payroll date that occurs after the date that is six months following Employee’s separation of service with the Company. If Employee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Employee’s estate within sixty (60) days after the date of Employee’s death. For purposes of Section 409A of the Code, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. The Company reserves the right to amend the provisions of this Agreement at any time and in any manner without Employee’s consent but with notice to Employee solely to comply with the requirements of Section 409A of the Code and that has not been distributed prior to avoid the imposition of additional tax, interest or income inclusion under Section 409A of the Code on any payment Termination Date is required to be made hereunder. Notwithstanding delayed for a period of six (6) months following the foregoing, in no event shall the Company be liable for any additional tax, interest, income inclusion or other penalty that may be imposed on Employee by Section 409A of the Code or for damages for failing to comply with Section 409A of the CodeTermination Date.

Section 409A of the Internal Revenue Code. Although To the Company does not guarantee the tax treatment of any payment under this Agreementextent applicable, this Agreement and the Employment Agreement shall be interpreted, construed and operated in accordance with the Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury regulations and other guidance issued thereunder. If on the date of the Consultant's separation from service (as defined in Treasury Regulation ss.1.409A-1(h)) with the Company the Consultant is a specified employee (as defined in Code Section 409A and Treasury Regulation ss.1.409A-1(i)), no payment constituting the "deferral of compensation" within the meaning of Treasury Regulation ss.1.409A-1(b) and after application of the exemptions provided in Treasury Regulation ss.ss.1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) shall be made to Consultant at any payments made hereunder are intended time during the six (6) month period following the Consultant's separation from service, and any such amounts shall instead be paid in a lump sum on the first payroll payment date following expiration of such six (6) month period. For purposes of conforming the Employment Agreement to comply with or be exempt from Section 409A of the Code, and, accordingly, the parties agree that the definition of "Good Reason" under the Employment Agreement is hereby amended to conform with the maximum extent permitted, this Agreement IRS safe harbor definition under Treasury Regulation ss.1.409A-1(n)(2)(ii) and that the Company shall be interpreted in have a manner consistent therewithperiod of thirty (30) days to remedy any conditions giving rise to a Good Reason termination. Any Consultant understands and acknowledges that payment under this Agreement may only be made upon an event and in a manner permitted by Section 409A of the Code, and such payments are intended portion of Consultant's benefit under the Company's Deferred Compensation Plan that is subject to be exempt from Section 409A of the Code under the “short-term deferral” exception, is required to the maximum extent applicable. Notwithstanding anything herein to the contrary, if, at the time be delayed for a period of Employee’s termination of employment with the Company, Employee is a “specified employee” six (as such term is defined in Section 409A of the Code6) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and the “separation pay exception” under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Employee’s “separation of service” (as such term is defined in Section 409A of the Code) with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid in a lump sum to Employee on the first payroll date that occurs after the date that is six months following Employee’s separation of service with the Company. If Employee dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Employee’s estate within sixty (60) days after the date of Employee’s death. For purposes of Section 409A of the Code, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. The Company reserves the right to amend the provisions of this Agreement at any time and in any manner without Employee’s consent but with notice to Employee solely to comply with the requirements of Section 409A of the Code and to avoid the imposition of additional tax, interest or income inclusion under Section 409A of the Code on any payment to be made hereunder. Notwithstanding the foregoing, in no event shall the Company be liable for any additional tax, interest, income inclusion or other penalty that may be imposed on Employee by Section 409A of the Code or for damages for failing to comply with Section 409A of the CodeEffective Date.