Common use of Six-Month Delay Clause in Contracts

Six-Month Delay. To the extent any benefits under this Agreement are treated as non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then if Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 3(f) shall be paid in a lump sum to Executive. Thereafter, payments will resume in accordance with this Agreement. The determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).

Six-Month Delay. To Notwithstanding any provision to the extent any benefits under contrary in this Agreement are treated as non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986Agreement, as amended (the “Code”), then if Executive is deemed at the time of his Executive’s Separation from Service to be a “specified employee” for purposes within the meaning of Section 409A(a)(2)(B)(i) of the Code, then then, to the extent delayed commencement of all or any portion of the benefits and payments to which Employee Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits and payments shall not be provided paid to Employee prior to Executive until the earlier of (ia) the first business day following the expiration of the six-month six (6)-month period measured from the date of the following Executive’s Separation from Service or (iib) the first business day following the date of Executive’s death. Upon the earlier expiration of such datesthe applicable period, all payments deferred pursuant to this Section 3(f) 4.4 shall be paid in a single lump sum to Executive (or Executive’s estate or beneficiaries, if applicable), without interest, and any remaining payments due under this Agreement shall be paid as otherwise provided herein. Thereafter, payments will resume in accordance with this Agreement. The determination of whether the Executive is a “specified employee” for For purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) the Department of Treasury regulations issued thereunder, Executive’s right to receive the payments and any successor provision thereto)benefits payable pursuant to the Agreement shall be treated as a right to receive a series of separate payments and accordingly, each payment shall at all times be considered a separate and distinct payment.

Six-Month Delay. To Notwithstanding anything in this Agreement to the contrary, if at the time of Employee’s separation from service the shares of the Bank or any member of the Bank Controlled Group are publicly traded on an established securities market or otherwise, then, to the extent any benefits under this Agreement are treated as non-qualified deferred compensation subject necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then if Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then any amounts otherwise payable to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i(other than Exempt Additional Benefits) of during the Code, such portion of first six months following Employee’s termination benefits separation from service shall not be provided to Employee prior to withheld and paid instead in a single lump sum cash payment as soon as administratively practicable (but in any event within 90 days) following the earlier of (i) the expiration of date which is six (6) months after the six-month period measured Employee’s separation from the date of the Executive’s Separation from Service or service and (ii) the date of Executivethe Employee’s deathdeath following his separation from service, and not before. Upon the earlier of such dates, all payments deferred pursuant to Amounts otherwise payable after this Section 3(f) six-month period shall be paid in a lump sum to Executive. Thereafter, payments will resume in accordance with this Agreement. The determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall made by the Company in accordance with the terms of the Agreement without regard to this subsection (j). This subsection (j) shall apply only if the Employee is a “Specified Employee” at the time of his separation from service. For purposes of this subsection (j), a “Specified Employee” is any “key employee” (as defined in Section 409A 416(i) of the Code and applicable guidance thereunder Code, without regard to subparagraph (including without limitation Treas. Reg. 5) thereof) within the Bank Controlled Group determined in accordance with procedures established by the Parent Company in accordance with Section 1.409A-1(i) of the Treasury Regulations (or, in the absence of such procedures, determined in accordance with Section 1.409A-1(i) of the Treasury Regulations applying the default terms thereof); and any successor provision thereto)the “Bank Controlled Group” is the Bank and all persons with whom the Bank would be considered a single employer under Sections 414(b) or (c) of the Code.

Six-Month Delay. To (a) Notwithstanding anything to the extent any benefits contrary in this Agreement, no payment or benefits, including without limitation the amounts payable under this Agreement are treated as nonSection 2.1 hereof, shall be paid to the Executive during the six-qualified deferred compensation subject to Section 409A of month period following the Internal Revenue Code of 1986, as amended (Executive’s Separation from Service if the “Code”), then if Executive is deemed Company determines that paying such amounts at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under or times indicated in this Agreement is required in order to avoid would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such portion six-month period (or such earlier date upon which such amount can be paid under Code Section 409A without resulting in a prohibited distribution, including as a result of Employeethe Executive’s termination benefits death), the Company shall not be provided to Employee prior pay the Executive a lump-sum amount equal to the earlier of cumulative amount that would have otherwise been payable to the Executive during such period. (b) The parties hereby acknowledge and agree that (i) the expiration severance payments and benefits payable to the Executive under Section 2.1(a) and (b) above are payable on account of the six-month period measured Executive’s Separation from Service, (ii) the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and (iii) the payment of such amounts shall not made before the date which is six months after the date of the Executive’s Separation from Service (or (ii) such earlier date upon which such amounts can be paid under Code Section 409A without resulting in a prohibited distribution, including as a result of the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 3(f) shall be paid in a lump sum to Executive. Thereafter, payments will resume in accordance with this Agreement. The determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(iparagraph (a) of the Code as of the time of his Separation from Service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto)above.

Six-Month Delay. To Notwithstanding the extent any benefits under this Agreement are treated payment timing specified above, in the event Executive is a ‘specified employee’ on the date of Executive’s termination of employment with the Company, as non-qualified deferred compensation subject to Section 409A determined by the Company in accordance with rules established by the Company in writing in advance of the Internal Revenue Code ‘specified employee identification date’ that relates to the date of 1986, as amended (the “Code”Executive’s ‘separation from service,’ any payment to be made under Sections 8(c)(ii)(B), then 8(c)(ii)(C), 8(d)(iii)(B), 8(d)(iii)(C), 8(d)(iii)(D), 8(e)(iii)(B), 8(e)(iii)(C), and 8(e)(iii)(D) above shall be paid to Executive within five business days after expiration of the date that is six months after the date of such ‘separation from service’ (if Executive is deemed at dies after the time date of his Separation from Service Executive’s termination of employment with the Company but before payment of the lump sum, such payments will be paid to be Executive’s estate as a “lump sum and without regard to any six-month delay that otherwise applies to specified employees). For purposes of this Agreement, ‘specified employee” for purposes of ’ shall be defined as provided in Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required ‘specified employee identification date’ shall be defined as provided in order to avoid a prohibited distribution under Treasury Regulation §1.409A-1(i), and ‘separation from service’ shall be defined as provided in Section 409A(a)(2)(B)(i409A(a)(2)(A)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration .” 17. Section 12 of the six-month period measured from Existing Agreement is hereby amended by inserting the date of following new subsection (e) at the Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 3(f) shall be paid in a lump sum to Executive. Thereafter, payments will resume in accordance with this Agreement. The determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).end thereof:

Six-Month Delay. To Notwithstanding the extent any benefits under this Agreement are treated as non-qualified deferred compensation subject to Section 409A of payment timing specified above, in the Internal Revenue Code of 1986, as amended (the “Code”), then if event Executive is deemed at the time of his Separation from Service to be a “specified employee” for on the date of Executive’s termination of employment with the Company, as determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of Executive’s “separation from service,” any payment to be made under Sections 4(b), 8(c)(ii)(B), 8(c)(ii)(C), 8(d)(iii)(B), 8(d)(iii)(C) and 8(d)(iii)(D) above shall be paid to Executive within five business days after expiration of the date that is six months after the date of such “separation from service” (if Executive dies after the date of Executive’s termination of employment with the Company but before payment of the lump sum, such payments will be paid to Executive’s estate as a lump sum and without regard to any six-month delay that otherwise applies to specified employees). For purposes of this Agreement, “specified employee” shall be defined as provided in Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required “specified employee identification date” shall be defined as provided in order to avoid a prohibited distribution under Treasury Regulation §1.409A-1(i), and “separation from service” shall be defined as provided in Section 409A(a)(2)(B)(i409A(a)(2)(A)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 3(f) shall be paid in a lump sum to Executive. Thereafter, payments will resume in accordance with this Agreement. The determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).