Common use of Code Section 409A Compliance Clause in Contracts

Code Section 409A Compliance. The intent of the parties is that payments under this Agreement either be exempt from or comply with Code Section 409A and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding any other provision of this Agreement, if the Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive’s termination of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall any of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit.

Code Section 409A Compliance. The intent of To the parties is extent amounts or benefits that payments become payable under this Agreement either be exempt from or comply with Code Section 409A and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding any on account of Executive’s termination of employment (other provision than by reason of this Agreement, if the Employment Agreements Amount is determined to Executive’s death) constitute a distribution under a “nonqualified deferred compensationcompensation plan” within the meaning of Code Section 409A and the Executive is determined to be a (“specified employee” as defined in Section 409A(a)(2)(b)(iDeferred Compensation”), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive’s termination of employment shall be deemed to occur on the date that Executive incurs a “separation from Service” with Seller Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of Executive’s separation from service, Executive is a “specified Executive” (within the meaning of Code Section 409A and Seller Bank. None Treasury Regulation Section 1.409A-1(i)), the payment of Buyersuch Deferred Compensation shall commence on the first business day of the seventh month following Executive’s separation from Service and Company shall then pay Executive, Buyer Bankwithout interest, Seller, or Seller Bank make any representations or warranties all such Deferred Compensation that the payments provided would have otherwise been paid under this Agreement comply withduring the first six months following Executive’s separation from service had Executive not been a specified Executive. Thereafter, or are exempt from, Section 409A, and in no event Company shall pay Executive any of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided remaining unpaid Deferred Compensation in accordance with this Agreement as if there had not been a six-month delay imposed by this paragraph. If any expense reimbursement by Executive under this Agreement is determined to be Deferred Compensation, then the following: (i) reimbursement shall be made to Executive as soon as practicable after submission for the amount of expenses eligible for reimbursement, or in-kind benefits provided, but no later than December 31 of the year following the year during each calendar which such expense was incurred. Any reimbursement amount provided in one year canshall not affect the expenses amount eligible for reimbursement, or in-kind benefits to be provided, reimbursement in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to another year and the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits under the Agreement such reimbursement shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject Executive to any additional tax or interest under Code Section 409A, then Company shall reform such provision; provided that Company shall (x) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformation.

Code Section 409A Compliance. The intent Board intends that any Inducement Awards under the Inducement Award Agreement shall be administered, interpreted, and construed in a manner intended to comply with Section 409A of the parties is Internal Revenue Code of 1986, as amended (“Code”), the regulations issued thereunder or any exceptions thereto (or disregarded to the extent such provisions cannot be so administered, interpreted, or construed). If the Committee determines that payments an Inducement Award, Inducement Award Agreement, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Inducement Award Agreement would, if undertaken, cause the Grantee to become subject to additional taxes pursuant to Section 409A, unless the Committee expressly determines otherwise, such grant of Inducement Award, payment, distribution, deferral election, transaction or other action or arrangement shall not be undertaken and the related provisions of the Inducement Award Agreement and/or Inducement Award Agreement will be amended or deemed modified in as close a manner as possible to give effect to the original terms of the Inducement Award, or, only if necessary because a modification or deemed modification would not be reasonably effective in avoiding the additional income tax under this Agreement either Section 409A(a)(1)(B) of the Code, rescinded in order to comply with the requirements of Section 409A to the extent determined by the Committee without the consent of or notice to the Grantee. Notwithstanding the foregoing, with respect to any Inducement Award intended by the Committee to be exempt from or comply with Code Section 409A and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding any other provision of this Agreement, if the Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” within the meaning requirements of Section 409A and the Executive which is determined to be a “specified employee” paid out when vested, such payment shall be made as defined in Section 409A(a)(2)(b)(i)soon as administratively feasible after the Inducement Award becomes vested, then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive’s termination of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and but in no event shall any such payment be made later than 2-1/2 months after the end of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred, and Inducement Award became vested unless (iiia) any right deferred pursuant to reimbursements or in-kind benefits Section 5.5 otherwise permitted under the Agreement shall not be subject to liquidation or exchange for another benefit.exemption provisions of Section 409A.

Code Section 409A Compliance. (i) The intent of the parties is that payments and benefit under this Agreement either comply with or be exempt from or comply with Internal Revenue Code Section 409A and the Treasury Regulations regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding If the Executive provides the Company with documentation from Executive’s tax counsel of a national reputation with expertise in Section 409A that any other provision of this AgreementAgreement (or any award of compensation, if the Employment Agreements Amount is determined including equity compensation or benefits) would cause Executive to constitute “nonqualified deferred compensation” within the meaning of incur any additional tax or interest under Section 409A (with specificity as to the reason therefore) or the Company independently makes such determination, the Company and the Executive agree to work in good faith to reform such provision (to the extent permitted under Section 409A) to the minimum extent reasonably necessary to conform with Section 409A. To the extent that any provision hereof is determined modified in order to comply with or be a “specified employee” as defined exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Section 409A(a)(2)(b)(i)409A. Notwithstanding anything contained herein to the contrary, then the Employment Agreements Amount Company shall not (i) be paid until the first payroll date obligated to occur following the six-month anniversary of the Executive’s termination of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, modify or Seller Bank make any representations or warranties that the payments provided under amend this Agreement in any manner to the extent that such modification or amendment would (a) increase the Company’s obligations hereunder, (b) increase any amounts owed by the Company hereunder or (c) otherwise accelerate the timing of payments owed by the Company hereunder or (ii) be responsible for the failure of this Agreement to comply with, or are be exempt from, Section 409A, and in no event shall any of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, penalties or other expenses that may be interest incurred by Executive on account of non-compliance with under Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit.409A.

Code Section 409A Compliance. The intent of the parties is that payments under Notwithstanding anything set forth in this Agreement either be exempt from or comply with Code Section 409A and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permittedcontrary, any payments and benefits provided pursuant to this Agreement shall be interpreted to be in compliance therewith. Notwithstanding any other provision of this Agreement, if the Employment Agreements Amount is determined to which constitute “nonqualified deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is determined to be is, on Executive’s Separation From Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary 409A(a)(2)(B)(i) of the Executive’s termination Code, then, solely, to the extent necessary to avoid the incurrence of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided adverse personal tax consequences under this Agreement comply with, or are exempt from, Section 409A, and in no event shall any the timing of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement payments upon Executive’s Separation From Service shall be provided delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the following: applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (ias described above) or until the amount effectiveness of expenses eligible for reimbursementthe Release, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall all amounts will be paid to as soon as practicable in accordance with the Executive Company’s normal payroll practices and no interest will be due on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit.amounts so deferred. EXHIBIT 10.63

Code Section 409A Compliance. The intent of the parties is that payments under Notwithstanding anything set forth in this Agreement either be exempt from or comply with Code Section 409A and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permittedcontrary, any payments and benefits provided pursuant to this Agreement shall be interpreted to be in compliance therewith. Notwithstanding any other provision of this Agreement, if the Employment Agreements Amount is determined to which constitute “nonqualified deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is determined to be is, on Executive’s Separation From Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary 409A(a)(2)(B)(i) of the Executive’s termination Code, then, solely, to the extent necessary to avoid the incurrence of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided adverse personal tax consequences under this Agreement comply with, or are exempt from, Section 409A, and in no event shall any the timing of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement payments upon Executive’s Separation From Service shall be provided delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Exhibit 10.5 Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the following: applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (ias described above) or until the amount effectiveness of expenses eligible for reimbursementthe Release, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall all amounts will be paid to as soon as practicable in accordance with the Executive Company’s normal payroll practices and no interest will be due on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefitamounts so deferred.

Code Section 409A Compliance. The intent Deferrals, whether elective or mandatory under the terms of this Agreement (this generally includes terms providing for post-termination vesting), shall comply with requirements under Section 409A of the parties is that payments under Internal Revenue Code (the ‘‘Code’’). Other provisions of this Agreement either notwithstanding, under U.S. federal income tax laws and Treasury Regulations (including any other applicable guidance) as presently in effect or hereafter implemented, (i) a distribution in settlement of Units to Employee triggered by a Termination of Employment will occur only if the Termination constitutes a ‘‘separation from service’’ within the meaning of Code Section 409A(a)(2)(A)(i) and, if at the time of such separation from service Employee is a ‘‘specified employee’’ under Code Section 409A(a)(2)(B)(i) and a delay in distribution is required in order that Employee will not be exempt from or comply with subject to a tax penalty under Code Section 409A, such distribution in settlement of Units will be subject to the six-month delay rule as specified in the Company’s document titled ‘‘Compliance Rules Under Section 409A of the Internal Revenue Code (Including Global Amendment to Certain Outstanding Restricted Stock Units)’’ (the ‘‘Compliance Rules’’); (ii) any Units deemed to constitute a deferral of compensation under Code Section 409A and will be subject to accelerated settlement under Section 9(a) of the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be Plan or otherwise upon a Change in compliance therewith. Notwithstanding any other provision of this Agreement, Control only if the Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” Change in Control constitutes a change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i409A(a)(2)(A)(v), then as specified in the Employment Agreements Amount shall not be paid until ‘‘Change in Control Rule’’ in the first payroll date to occur following the six-month anniversary of the Executive’s termination of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in no event shall any of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred, Compliance Rules; and (iii) any right rights of Employee or retained authority of the Company with respect to reimbursements or in-kind benefits under Units hereunder shall be automatically modified and limited to the Agreement extent necessary so that Employee will not be deemed to be in constructive receipt of income relating to the Units prior to the distribution and so that Employee shall not be subject to liquidation or exchange for another benefitany penalty under Code Section 409A, to the extent permitted under 409A. In this regard, the Company shall have no retained discretion to accelerate the settlement of the Units beyond that permitted under Code Section 409A without triggering any tax penalty. This Award shall be subject to applicable provisions of the Compliance Rules in all other respects.

Code Section 409A Compliance. The intent of the parties is that payments under Notwithstanding anything set forth in this Agreement either be exempt from or comply with Code Section 409A and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permittedcontrary, any payments and benefits provided pursuant to this Agreement shall be interpreted to be in compliance therewith. Notwithstanding any other provision of this Agreement, if the Employment Agreements Amount is determined to which constitute “nonqualified deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is determined to be is, on Executive’s Separation From Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(b)(i)409A(a)(2)(B)(i) of Exhibit 10.4 the Code, then then, solely, to the Employment Agreements Amount shall not be paid until extent necessary to avoid the first payroll date to occur following the six-month anniversary incurrence of the Executive’s termination of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided adverse personal tax consequences under this Agreement comply with, or are exempt from, Section 409A, and in no event shall any the timing of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement payments upon Executive’s Separation From Service shall be provided delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the following: applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” (ias described above) or until the amount effectiveness of expenses eligible for reimbursementthe Release, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall all amounts will be paid to as soon as practicable in accordance with the Executive Company’s normal payroll practices and no interest will be due on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefitamounts so deferred.

Code Section 409A Compliance. The intent For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the parties is Code and the regulations thereunder (“Section 409A”). The Parties intend that payments under this Agreement either Agreement, to the extent possible, will be exempt from or comply administered in accordance with Code Section 409A and the Treasury Regulations and other applicable regulatory guidance promulgated thereunder andissued thereunder, accordinglyand will be interpreted in a manner so that no payments made to Executive under this Agreement constitute a deferral of compensation or, if so, will constitute a deferral for which the payment and other terms are compliant with Section 409A so as to avoid imposition of any additional tax to Executive under Section 409A. Company makes no representation or warranty as to compliance with Section 409A and shall have no liability to the Executive or any other person for any adverse consequences arising under Section 409A. Notwithstanding anything else provided herein, to the maximum extent permitted, any payments provided under this Agreement shall be interpreted in connection with Executive’s termination of employment constitute deferred compensation subject to be in compliance therewith. Notwithstanding any other provision of this AgreementSection 409A, if the Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined deemed at the time of such termination of employment to be a “specified employeeExecutive” as defined in under Section 409A(a)(2)(b)(i)409A, then the Employment Agreements Amount such payment shall not be paid made or commence until the first payroll date to occur following earlier of (i) the sixexpiration of the 6-month anniversary period measured from Executive’s separation from service from Company or (ii) the date of Executive’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment with Seller and Seller Bank. None the first payment date but for the application of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409Aprovision, and in no event shall any the balance of Buyer, Buyer Bank, Seller, or Seller Bank the installments (if any) will be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided payable in accordance with the following: (i) the amount of expenses eligible for reimbursementtheir original schedule. Except as otherwise expressly provided herein, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit.extent any

Code Section 409A Compliance. The intent This Separation Agreement is intended to comply with, or be exempt from, to the extent applicable, Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (“Code Section 409A”), and the parties is that payments hereto agree to interpret this Separation Agreement in the least restrictive manner necessary to comply therewith or be exempt therefrom and without resulting in any increase in the amounts owed hereunder by the Company. To the maximum extent possible, any severance owed under this Separation Agreement either shall be exempt from or comply with construed to fit within the “short-term deferral rule” under Code Section 409A and and/or the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. “two times two year” involuntary separation pay exception under Code Section 409A. Notwithstanding any other provision of this AgreementSeparation Agreement to the contrary, if the Employment Agreements Amount Executive is determined to constitute a “nonqualified deferred compensationspecified employee” within the meaning of Code Section 409A and the Executive regulations issued thereunder, and a payment or benefit provided for in this Separation Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is determined to be a paid within six (6) months after the Executive’s “specified employeeseparation from service” as defined in (within the meaning of Code Section 409A(a)(2)(b)(i409A), then the Employment Agreements Amount such payment or benefit required under this Separation Agreement (i) shall not be paid until the first payroll date to occur following (or commence) during the six-month anniversary period immediately following the Executive’s separation from service (except as provided in clause (ii)(B) of this Section 6.14) and (ii) shall instead be paid to the Executive in a lump-sum payment on the earlier of (A) the first regular payroll date of the seventh month following the Executive’s separation from service or (B) the 10th business day following the Executive’s death (but not earlier than such payment would have been made absent such death). If the Executive’s termination of employment with Seller and Seller Bank. None hereunder does not constitute a “separation from service” within the meaning of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Code Section 409A, then any amounts payable hereunder and in no event which are subject to Code Section 409A shall any not be paid or commence until the Executive has experienced a “separation from service” within the meaning of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Code Section 409A. To the extent required by Section 409AIn addition, each no reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (i) subject to liquidation or exchange for another benefit and the amount of expenses eligible available for reimbursement, or in-kind benefits provided, during each any calendar year canshall not affect the expenses eligible amount available for reimbursement, or in-kind benefits to be provided, in any other a subsequent calendar year, (ii) any . Any reimbursement of an eligible expense to which the Executive is entitled hereunder shall be paid to the Executive on or before made no later than the last day of the calendar year immediately following the calendar year in which such expenses were incurred. Notwithstanding anything herein to the contrary, no member of the Company Group or any of their respective affiliates shall have any liability to the Executive or to any other Person if this Separation Agreement is not exempt from or compliant with Code Section 409A, or if the payments and/or benefits provided in this Separation Agreement that are intended to be exempt from or compliant with Code Section 409A are not so exempt or compliant. Each payment payable under this Separation Agreement shall be treated as a separate payment in a series of payments within the meaning of, and for purposes of, Code Section 409A. Notwithstanding the foregoing or anything contained in this Separation Agreement to the contrary, if payment of any amounts set forth in this Separation Agreement (other than the Accrued Benefits) are treated as “non-qualified deferred compensation” under Code Section 409A, then if such payments or benefits could commence in more than one taxable year depending on when the Release is executed (regardless of when the Release is actually executed), then such payments and benefits that otherwise would have been payable in the calendar year in which the Separation Date occurs shall be withheld and instead shall be payable on the first payroll date in the calendar year immediately following the calendar year in which the expense was incurredSeparation Date occurs (with all remaining payments to be made as if no such delay had occurred). For purposes of Section 3 of this Separation Agreement, and the Separation Date shall be interpreted to mean the date on which Executive incurs a “separation from service” with the Company (iii) any right to reimbursements or in-kind benefits under within the Agreement shall not be subject to liquidation or exchange for another benefit.meaning of Code Section 409A). Exhibit 10.1

Code Section 409A Compliance. The intent Company and you each hereby affirm that it is their mutual view that the provision of the parties is that payments under this Agreement and benefits described or referenced herein are either be exempt from or comply with Code Section 409A and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted intended to be in compliance therewith. Notwithstanding any other provision of this Agreement, if with the Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” within the meaning requirements of Section 409A of the Code and the Executive is determined to Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting will be completed in a manner consistent with such view. The Company and you each agree that upon the Retirement Date, you will experience a “specified employeeseparation from service” for purposes of Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A will be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement will be treated as defined a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, fee amounts in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not 4.1 that constitute nonqualified deferred compensation and would otherwise be paid until the first payroll date payable pursuant to occur following this Agreement on account of separation from service during the six-month anniversary of period immediately following the Executive’s termination of employment with Seller Retirement Date will instead be paid on the first business day after the date that is six months following the Retirement Date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, all reimbursements and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments in- 8 kind benefits provided under this Agreement comply with, will be made or are exempt from, Section 409A, and in no event shall any of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: requirements of Section 409A of the Code, including, where applicable, the requirement that (ix) the amount of expenses eligible for reimbursement, or in-in kind benefits provided, during each a calendar year canmay not affect the expenses eligible for reimbursement, or in-in kind benefits to be provided, in any other calendar year, ; (iiy) any the reimbursement of an eligible expense shall will be paid to the Executive on or before made no later than the last day of the calendar year following the calendar year in which the expense was is incurred, ; and (iiiz) any the right to reimbursements reimbursement or in-in kind benefits under the Agreement shall is not be subject to liquidation or exchange for another benefit.. Neither the Company nor its affiliates will be liable in any manner for any federal, state or local income or excise taxes (including but not limited to any taxes under Sections 409A of the Code), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in your income. You acknowledge and agree that the Company will not be responsible for any additional taxes or penalties resulting from the application of Section 409A.

Code Section 409A Compliance. The intent parties hereto recognize that certain provisions of this Agreement may be affected by Section 409A of the parties is that payments under Internal Revenue Code and guidance issued thereunder, and agree to amend this Agreement either Agreement, or take such other action as may be exempt from necessary or advisable, to comply with Code Section 409A. It is intended that all payments hereunder shall comply with Section 409A and the Treasury Regulations and guidance regulations promulgated thereunder andso as to not subject the Executive to payment of interest or any additional tax under Section 409A. In furtherance thereof, accordinglyif payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding that any regulations or other provision guidance issued under Section 409A (after application of the previous provisions of this Agreement, if the Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined (10)(k) would result in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive’s termination being subject to the payment of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, interest or Seller Bank make any representations or warranties that the payments provided additional tax under this Agreement comply with, or are exempt from, Section 409A, and the parties agree, to the extent reasonably possible, to amend this Agreement in no event shall any of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion order to avoid the imposition of any taxessuch interest or additional tax under Section 409A, penaltieswhich amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company and the Executive. Notwithstanding anything herein to the contrary, interestit is expressly understood that at any time the Company (or any related employer treated with the Company as the service recipient for purposes of Section 409A) is publicly traded on an established securities market (as defined for purposes of Section 409A), if a payment or other expenses that may provision of an amount or benefit constituting a deferral of compensation is to be incurred by made pursuant to the terms of this Agreement to the Executive on account of non-compliance with a Separation from Service at a time when the Executive is a Specified Employee (as defined for purposes of Section 409A. To the extent required by Section 409A409A(a)(2)(B)(i)), each reimbursement or in-kind benefit provided under the Agreement such deferred compensation shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to the Executive prior to the date that is six (6) months after the Separation from Service. In the event this restriction applies, the deferred compensation that the Executive would have otherwise been entitled to during the restriction period will be accumulated and paid (without adjustment for the delay in payment) on or before the last first business day of the calendar year seventh month following the calendar year date of the Executive’s Separation from Service or, if earlier, the Executive’s estate or personal representative upon his death. Each payment made in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits a series of payments under the this Agreement shall not be subject deemed to liquidation or exchange be a separate payment for another benefit.purposes of Section 409A.

Code Section 409A Compliance. The intent of the parties is that payments under Notwithstanding anything set forth in this Agreement either be exempt from or comply with Code Section 409A and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permittedcontrary, any payments and benefits provided pursuant to this Agreement shall be interpreted to be in compliance therewith. Notwithstanding any other provision of this Agreement, if the Employment Agreements Amount is determined to which constitute “nonqualified deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is determined to be is, on Executive’s Separation From Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary 409A(a)(2)(B)(i) of the Executive’s termination Code, then, solely, to the extent necessary to avoid the incurrence of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided adverse personal tax consequences under this Agreement comply with, or are exempt from, Section 409A, and in no event shall any the timing of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement payments upon Executive’s Separation From Service shall be provided delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the following: applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a Exhibit 10.3 “specified employee” (ias described above) or until the amount effectiveness of expenses eligible for reimbursementthe Release, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall all amounts will be paid to as soon as practicable in accordance with the Executive Company’s normal payroll practices and no interest will be due on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefitamounts so deferred.

Code Section 409A Compliance. The intent parties hereto recognize that certain provisions of this Agreement may be affected by Section 409A of the parties is that payments under Code and guidance issued thereunder, and agree to amend this Agreement either Agreement, or take such other action as may be exempt from necessary or advisable, to comply with Code Section 409A. It is intended that all payments hereunder shall comply with Section 409A and the Treasury Regulations and guidance regulations promulgated thereunder andso as to not subject the Executive to payment of interest or any additional tax under Section 409A. In furtherance thereof, accordinglyif payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding that any regulations or other provision guidance issued under Section 409A (after application of the previous provisions of this Agreement, if the Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined (12)G)) would result in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive’s termination 's being subject to the payment of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, interest or Seller Bank make any representations or warranties that the payments provided additional tax under this Agreement comply with, or are exempt from, Section 409A, and the parties agree, to the extent reasonably possible, to amend this Agreement in no event shall any of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion order to avoid the imposition of any taxessuch interest or additional tax under Section 409A, penaltieswhich amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company and the Executive. Notwithstanding anything herein to the contrary, interestit is expressly understood that at any time the Company (or any related employer treated with the Company as the service recipient for purposes of Code Section 409A) is publicly traded on an established securities market (as defined for purposes of Code Section 409A), if a payment or other expenses that may provision of an amount or benefit constituting a deferral of compensation is to be incurred by made pursuant to the terms of this Agreement to the Executive on account of non-compliance with a Separation from Service (as defined herein) at a time when the Executive is a Specified Employee (as defined for purposes of Code Section 409A. To the extent required by Section 409A409A(a)(2)(B)(i)), each reimbursement or in-kind benefit provided under the Agreement such deferred compensation shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to the Executive prior to the date that is six (6) months after the Separation from Service. In the event this restriction applies, the deferred compensation that the Executive would have otherwise been entitled to during the restriction period will be accumulated and paid (without adjustment for the delay in payment) on or before the last first business day of the calendar year seventh month following the calendar year in which date of the expense was incurredExecutive's Separation from Service. The parties hereto intend that the Agreement, as amended, be consistent with IRS Notice 2007-78, IRS Notice2007-86 and other Code Section 409A transition relief, and (iii) any right to reimbursements or in-kind benefits under the Agreement it shall not be subject to liquidation or exchange for another benefitinterpreted accordingly.

Code Section 409A Compliance. The intent Company and you each hereby affirm that it is their mutual view that the provision of the parties is that payments under this Agreement and benefits described or referenced herein are either be exempt from or comply with Code Section 409A and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted intended to be in compliance therewithwith the requirements of Section 409A of the Code and the Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting will be completed in a manner consistent with such view. The Company and you each agree that upon the Resignation Date, you will experience a “separation from service” for purposes of Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A will be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement will be treated as a separate payment of compensation. Notwithstanding any other provision of anything to the contrary in this Agreement, if the Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A all reimbursements and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the sixin-month anniversary of the Executive’s termination of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments kind benefits provided under this Agreement comply with, will be made or are exempt from, Section 409A, and in no event shall any of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: requirements of Section 409A of the Code, including, where applicable, the requirement that (ix) the amount of expenses eligible for reimbursement, or in-in kind benefits provided, during each a calendar year canmay not affect the expenses eligible for reimbursement, or in-in kind benefits to be provided, in any other calendar year, ; (iiy) any the reimbursement of an eligible expense shall will be paid to the Executive on or before made no later than the last day of the calendar year following the calendar year in which the expense was is incurred, ; and (iiiz) any the right to reimbursements reimbursement or in-in kind benefits under the Agreement shall is not be subject to liquidation or exchange for another benefit.. Neither the Company nor its affiliates will be liable in any manner for any federal, state or local income or excise taxes (including but not limited to any taxes under Sections 409A of the Code), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in your income. You acknowledge and agree that the Company will not be responsible for any additional taxes or penalties resulting from the application of Section 409A.

Code Section 409A Compliance. The intent of the parties is that payments and benefits under this Agreement either be exempt from or comply with Code IRC Section 409A and the Treasury Regulations regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding To the extent that any other provision of payment or benefit described in this Agreement, if the Employment Agreements Amount is determined to constitute Agreement constitutes “nonqualified non-qualified deferred compensation” within the meaning of under IRC Section 409A (or is intended to qualify for an exemption under IRC Section 409A) and the Executive such payment or benefit is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary of the payable upon Executive’s termination of employment or termination of this Agreement, then the phrase “termination of employment,” “termination of this Agreement” and other similar phrases in this Agreement will be deemed to mean a “separation from service,” as defined in accordance with Seller IRC Section 409A and Seller Bankcorresponding Treasury regulations. None of BuyerAdditionally, Buyer Bank, Seller, or Seller Bank make to the extent that any representations or warranties that the payments provided reimbursements under this Agreement comply withare subject to the provisions of IRC Section 409A , or are exempt from, Section 409A, and in no event shall any of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by such reimbursements payable to Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall will be paid to the Executive on or before the last day no later than December 31 of the calendar year following the calendar year in which the expense was incurred, the amount of the expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (iii) any Executive’s right to reimbursements or in-kind benefits reimbursement under the this Agreement shall will not be subject to liquidation or exchange for another benefit.. The Company makes no representation or warranty and will have no liability to Executive or any other person with respect to whether any provision of this Agreement fails to comply with IRC Section 409A or fails to satisfy an intended exemption from IRC Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by IRC Section 409A.

Code Section 409A Compliance. The intent of the parties is that payments and benefits under this Agreement either comply with, or be exempt from or comply with Code from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding any other provision of this Agreement; provided, if the Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive’s termination of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided under Corporation does not guarantee to Employee any particular tax treatment with respect to this Agreement comply with, or are exempt from, Section 409A, and in any payments hereunder. In no event whatsoever shall any of Buyer, Buyer Bank, Seller, or Seller Bank the Corporation be liable for any portion of any taxes, penaltiesadditional tax, interest, or other expenses penalties that may be incurred imposed on Employee by Executive on account of non-compliance Code Section 409A or any damages for failing to comply with Code Section 409A. To the extent required by For purposes of Code Section 409A, each 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. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten calendar days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Corporation. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefit provided under the Agreement benefits shall not be provided in accordance with the following: subject to liquidation or exchange for another benefit; (iii) the amount of expenses eligible for reimbursement, or in-kind benefits providedbenefits, provided during each calendar any taxable year canshall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; provided, that this clause (ii) shall not be violated with regard to expenses reimbursed under any reimbursement of an eligible expense arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be paid to the Executive made on or before the last day of the calendar Employee’s taxable year following the calendar taxable year in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit.

Code Section 409A Compliance. The intent of the parties is that payments arrangements under this Agreement either be exempt from or comply with Code Section 409A and the Treasury Regulations and guidance promulgated thereunder and, accordingly, are not intended to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding any other provision of this Agreement, if the Employment Agreements Amount is determined to constitute “nonqualified create "deferred compensation” " within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and any rulings or regulations thereunder, including IRS Notice 2005-1, and all provisions of this Agreement shall be interpreted consistently with such intent. In the Executive is determined event that any amounts payable under this Agreement that would otherwise be considered deferred compensation pursuant to be a “specified employee” as defined Section 409A of the Code (or any applicable regulations or guidance promulgated by the Secretary of the Treasury in Section 409A(a)(2)(b)(i)connection therewith) are paid within six (6) months following the date of termination of employment, then the Employment Agreements Amount such amounts shall not be paid until at the first payroll date to occur following the six-month anniversary earlier of the Executive’s termination of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments time otherwise provided under this Agreement comply withor the time that will prevent such amounts from being considered deferred compensation under Section 409A of the Code. Solely to the extent, or are exempt fromif any, Section 409A, and in no event shall any that this Agreement constitutes the grant of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion an additional benefit under the Agreement that consists solely of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account a deferral of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit additional compensation not otherwise provided under the Agreement as of October 3, 2004, it is intended that any such additional benefit be treated as a material modification of the Agreement only as to such additional deferral of compensation as provided in Q&A-18 of IRS Notice 2005-1. Further, in the event that (a) the Company determines that there is an ambiguity with respect to any provision of this Agreement that could cause such provision to result in an obligation to pay deferred compensation subject to Section 409A of the Code, such ambiguity shall be provided interpreted and resolved in accordance with the following: (i) manner that the amount Company deems necessary to either avoid the obligation to pay deferred compensation within the meaning of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day Section 409A of the calendar year following Code or to comply with timing and payment provisions of Section 409A of the calendar year in which the expense was incurredCode, and (iiib) the Company determines, in good faith, that any amendment to this Agreement is necessary or appropriate in order to comply with timing and payment provisions of Section 409A of the Code or to avoid the obligation to pay deferred compensation within the meaning of Section 409A of the Code, the Company shall have the right to reimbursements make such amendment, on a prospective or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefitretroactive basis, in its sole discretion.

Code Section 409A Compliance. The intent of the parties to this Agreement is that payments under this Agreement either and benefits paid or provided hereunder be exempt from or comply with Code Section 409A of the Code, as amended and the Treasury Regulations regulations and guidance promulgated thereunder and(together, accordingly, to the maximum extent permitted, “Section 409A”) and that this Agreement shall be interpreted to be and administered in compliance therewithaccordance with such intention. Notwithstanding any other provision of this Agreementanything herein to the contrary, if at the Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” within the meaning time of Section 409A and the Executive's termination of employment with Company, Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i)409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Employment Agreements Amount commencement of such payments or benefits hereunder shall not be paid delayed until the first payroll date to occur that is six (6) months and one day following the six-month anniversary of the Executive’s termination of employment with Seller Company; provided that, to the extent necessary to comply with the requirements of IRS Notice 2016-6, in no event shall a payment described in this sentence be paid prior to the date which is eighteen (18) months and Seller Bankone day following [IN- SERT DATE OF AMENDMENT]. None For purposes of Buyerany payments and benefits which are (i) subject to Section 409A and (ii) payable due to a termination of Executive's employment, Buyer Bank, Seller, Executive shall not be considered to have terminated employment with Company until Executive incurs a “separation from service” from Company within the meaning of Section 409A. Each amount to be paid or Seller Bank make any representations or warranties that the payments benefit to be provided under this Agreement comply with, or are exempt from, shall be construed as a separate identified payment for purposes of Section 409A409A of the Code, and any payments described in no event this Agreement that are due within the “short term deferral period” as defined in Section 409A of the Code shall any of Buyer, Buyer Bank, Seller, or Seller Bank not be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. treated as deferred compensation unless applicable law requires otherwise. To the extent required by to avoid accelerated taxation and/or tax penalties under Section 409A409A of the Code, each reimbursement or in-kind benefit provided amounts reimbursable to Executive under the this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred, incurred and the amount of expenses eligible for reimbursement (iii) any right to reimbursements or and in-kind benefits under the Agreement shall provided to Executive) during any one year may not be subject to liquidation effect amounts reimbursable or exchange for another benefitprovided in any subsequent year.

Code Section 409A Compliance. The intent of the parties is that payments under Notwithstanding anything set forth in this Agreement either be exempt from or comply with Code Section 409A and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permittedcontrary, any payments and benefits provided pursuant to this Agreement shall be interpreted to be in compliance therewith. Notwithstanding any other provision of this Agreement, if the Employment Agreements Amount is determined to which constitute “nonqualified deferred compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive’s Separation From Service set forth herein and/or under any other agreement with the Company constitute “deferred compensation” under Section 409A and Executive is determined to be is, on Executive’s Separation From Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary 409A(a)(2)(B)(i) of the Executive’s termination Code, then, solely, to the extent necessary to avoid the incurrence of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided adverse personal tax consequences under this Agreement comply with, or are exempt from, Section 409A, and in no event shall any the timing of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement payments upon Executive’s Separation From Service shall be provided delayed until the earlier to occur of: (a) the date that is six months and one day after Executive’s Separation From Service or (b) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive’s Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the following: applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a Exhibit 10.4 “specified employee” (ias described above) or until the amount effectiveness of expenses eligible for reimbursementthe Release, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall all amounts will be paid to as soon as practicable in accordance with the Executive Company’s normal payroll practices and no interest will be due on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefitamounts so deferred.

Code Section 409A Compliance. The It is Company’s intent of the parties is that payments amounts paid under this Agreement either shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“Code Section 409A”) or qualify for an exception to Code Section 409A because the amounts paid under this Plan are structured to comply with exceptions to Code Section 409A. This Agreement shall be exempt from or comply interpreted, operated and administered in a manner consistent with these intentions, and payment shall be made in a manner consistent with Code Section 409A and its applicable exceptions. No payments to be made under this Agreement may be accelerated or deferred except as specifically permitted under Code Section 409A. To the Treasury Regulations and extent that any regulations or other guidance promulgated thereunder andissued under Code Section 409A would result in Employee being subject to payment of additional income taxes or interest under Code Section 409A, accordingly, the parties agree to amend this Agreement to maintain to the maximum extent permitted, practicable the original intent of this Agreement while avoiding the application of such taxes or interest. All payments to be made upon a termination of employment under this Plan may only be made upon a “separation from service” under Code Section 409A. Each payment of compensation under this Agreement shall be interpreted to be treated as a separate payment of _/s/BWS/DS_ Initials compensation under Code Section 409A. Accordingly, those payments under this Agreement that when aggregated together exceed the lesser of two times (a) Employee’s annual compensation in compliance therewith. Notwithstanding any other provision the year preceding the year of this Agreement, if the Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” within Termination Date or (b) the meaning of annual compensation limit prescribed by Code Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount 401(a)(17) shall not be paid commence until the first payroll date to occur following that occurs after the six-month anniversary of date that is 6 months after the Executive’s termination of employment with Seller and Seller BankTermination Date. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided under this Agreement comply with, or are exempt from, Section 409A, and in In no event shall any of Buyermay Employee, Buyer Bankdirectly or indirectly, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of designate the calendar year following of a payment and where payment may occur in one year or the calendar year next, it shall be made in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefitsecond year.

Code Section 409A Compliance. The intent Deferrals, whether elective or mandatory under the terms of this Agreement (this generally includes terms providing for post-termination vesting), shall comply with requirements under Section 409A of the parties is that payments under Internal Revenue Code (the “Code”). Other provisions of this Agreement either be exempt from or comply with Code Section 409A notwithstanding, under U.S. federal income tax laws and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding (including any other provision applicable guidance) as presently in effect or hereafter implemented, (i) a distribution in settlement of this Agreement, Units to Employee triggered by a Termination of Employment will occur only if the Employment Agreements Amount is determined to constitute Termination constitutes a “nonqualified deferred compensationseparation from service” within the meaning of Code Section 409A and 409A(a)(2)(A)(i) and, if at the Executive time of such separation from service Employee is determined to be a “specified employee” as defined under Code Section 409A(a)(2)(B)(i) and a delay in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall distribution is required in order that Employee will not be paid until the first payroll date subject to occur following the six-month anniversary of the Executive’s termination of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided a tax penalty under this Agreement comply with, or are exempt from, Code Section 409A, and such distribution in no event shall any settlement of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion Units will occur at the date six months after Termination of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, Employment; (ii) any reimbursement Units deemed to constitute a deferral of an eligible expense shall compensation under Code Section 409A will be paid subject to the Executive on or before the last day accelerated settlement under Section 9(a) of the calendar year following Plan or otherwise upon a Change in Control only if the calendar year Change in which Control constitutes a change in the expense was incurred, and ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation within the meaning of Section 409A(a)(2)(A)(v);and (iii) any right rights of Employee or retained authority of the Company with respect to reimbursements or in-kind benefits under Units hereunder shall be automatically modified and limited to the Agreement extent necessary so that Employee will not be deemed to be in constructive receipt of income relating to the Units prior to the distribution and so that Employee shall not be subject to liquidation or exchange for another benefitany penalty under Code Section 409A. In this regard, the Company shall have no retained discretion to accelerate the settlement of the Units beyond that permitted under Code Section 409A without triggering any tax penalty.

Code Section 409A Compliance. The intent Company and you each hereby affirm that it is their mutual view that the provision of the parties is that payments under this Agreement and benefits described or referenced herein are either be exempt from or comply with Code Section 409A and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted intended to be in compliance therewith. Notwithstanding any other provision of this Agreement, if with the Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” within the meaning requirements of Section 409A of the Code and the Executive is determined to Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting will be completed in a manner consistent with such view. The Company and you each agree that upon the Retirement Date, you will experience a “specified employeeseparation from service” for purposes of Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A will be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement will be treated as defined a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, consulting and noncompetition fee amounts in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not 4.1(d) that would otherwise be paid until the first payroll date payable pursuant to occur following this Agreement on account of separation from service during the six-month anniversary of period immediately following the Executive’s termination of employment with Seller Retirement Date will instead be paid on the first business day after the date that is six months following the Retirement Date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, all reimbursements and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments in-kind benefits provided under this Agreement comply with, will be made or are exempt from, Section 409A, and in no event shall any of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: requirements of Section 409A of the Code, including, where applicable, the requirement that (ix) the amount of expenses eligible for reimbursement, or in-in kind benefits provided, during each a calendar year canmay not affect the expenses eligible for reimbursement, or in-in kind benefits to be provided, in any other calendar year, ; (iiy) any the reimbursement of an eligible expense shall will be paid to the Executive on or before made no later than the last day of the calendar year following the calendar year in which the expense was is incurred, ; and (iiiz) any the right to reimbursements reimbursement or in-in kind benefits under the Agreement shall is not be subject to liquidation or exchange for another benefit.. Neither the Company nor its affiliates will be liable in any manner for any federal, state or local income or excise taxes (including but not limited to any taxes under Sections 409A of the Code), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in your income. You acknowledge and agree that the Company will not be responsible for any additional taxes or penalties resulting from the application of Section 409A.

Code Section 409A Compliance. The intent parties hereto recognize that certain provisions of this Agreement may be affected by Section 409A of the parties is that payments under Internal Revenue Code and guidance issued thereunder, and agree to amend this Agreement either Agreement, or take such other action as may be exempt from necessary or advisable, to comply with Code Section 409A. It is intended that all payments hereunder shall comply with Section 409A and the Treasury Regulations and guidance regulations promulgated thereunder andso as to not subject the Executive to payment of interest or any additional tax under Section 409A. In furtherance thereof, accordinglyif payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the • payment or provision of such amount or benefit shall be postponed to the earliest date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding that any regulations or other provision guidance issued under Section 409A (after application of the previous provisions of this Agreement, if the Employment Agreements Amount is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined (12)(j)) would result in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive’s termination 's being subject to the payment of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, interest or Seller Bank make any representations or warranties that the payments provided additional tax under this Agreement comply with, or are exempt from, Section 409A, and the parties agree, to the extent reasonably possible, to amend this Agreement in no event shall any of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion order to avoid the imposition of any taxessuch interest or additional tax under Section 409A, penaltieswhich amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company and the Executive. Notwithstanding anything herein to the contrary, interestit is expressly understood that at any time the Company (or any related employer treated with the Company as the service recipient for purposes of Code Section 409A) is publicly traded on an established securities market (as defined for purposes of Code Section 409A), if a payment or other expenses that may provision of an amount or benefit constituting a deferral of compensation is to be incurred by made pursuant to the terms of this Agreement to the Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided a Separation from Service (as defined under the Agreement UIL CIC Plan II) at a time when the Executive is a Specified Employee (as defined for purposes of Code Section 409A(a)(2)(B)(i)), such deferred compensation shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to the Executive prior to the date that is six (6) months after the Separation from Service. In the event this restriction applies, the deferred compensation that the Executive would have otherwise been entitled to during the restriction period will be accumulated and paid (without adjustment for the delay in payment) on or before the last first business day of the calendar year seventh month following the calendar year in which date of the expense was incurredExecutive's Separation from Service. The parties hereto intend that the Agreement, as amended, be consistent with IRS Notice 2007-78, IRS Notice 2007-86 and other Code Section 409A transition relief, and (iii) any right to reimbursements or in-kind benefits under it shall be interpreted accordingly. All of the other terms and conditions of the Agreement shall not be subject to liquidation or exchange for another benefit.remain in full force and effect. THE UNITED ILLUMINATING COMPANY Attest: /s/ Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx Xxxxx Xxxxx Xxxxx X. Xxxxxxxxx Vice President Total Rewards UIL Holdings Corporation, President and Chief Executive Officer The United Illuminating Company Chief Executive Officer By: /s/Xxxxxxx Xxxxxx III Xxxxxxx Xxxxxx III

Code Section 409A Compliance. The intent Deferrals, whether elective or mandatory under the terms of this Agreement (this generally includes terms providing for post-termination vesting), shall comply with requirements under Section 409A of the parties is that payments under Internal Revenue Code (the “Code”). Other provisions of this Agreement either be exempt from or comply with Code Section 409A notwithstanding, under U.S. federal income tax laws and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding (including any other provision applicable guidance) as presently in effect or hereafter implemented, (i) a distribution in settlement of this Agreement, Units to Employee triggered by a Termination of Employment will occur only if the Employment Agreements Amount is determined to constitute Termination constitutes a “nonqualified deferred compensationseparation from service” within the meaning of Code Section 409A and 409A(a)(2)(A)(i) and, if at the Executive time of such separation from service Employee is determined to be a “specified employee” as defined under Code Section 409A(a)(2)(B)(i) and a delay in Section 409A(a)(2)(b)(i), then the Employment Agreements Amount shall distribution is required in order that Employee will not be paid until the first payroll date subject to occur following the six-month anniversary of the Executive’s termination of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller, or Seller Bank make any representations or warranties that the payments provided a tax penalty under this Agreement comply with, or are exempt from, Code Section 409A, and such distribution in no event shall any settlement of Buyer, Buyer Bank, Seller, or Seller Bank be liable for any portion Units will occur at the date six months after Termination of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, Employment; (ii) any reimbursement Units deemed to constitute a deferral of an eligible expense shall compensation under Code Section 409A will be paid subject to accelerated settlement under Section 9(a) of the Plan or otherwise upon a Change in Control only if there occurs a transaction relating to the Executive on Change in Control that constitutes a change in the ownership or before the last day effective control of the calendar year following corporation or in the calendar year ownership of a substantial portion of the assets of the corporation within the meaning of Section 409A(a)(2)(A)(v), with the settlement in which such case to be triggered by the expense was incurred, occurrence of such transaction; and (iii) any right rights of Employee or retained authority of the Company with respect to reimbursements or in-kind benefits under Units hereunder shall be automatically modified and limited to the Agreement extent necessary so that Employee will not be deemed to be in constructive receipt of income relating to the Units prior to the distribution and so that Employee shall not be subject to liquidation or exchange for another benefitany penalty under Code Section 409A. In this regard, the Company shall have no retained discretion to accelerate the settlement of the Units beyond that permitted under Code Section 409A without triggering any tax penalty.

Code Section 409A Compliance. The intent of the parties This Agreement is intended to be drafted in a manner such that payments no amount or other benefit provided under this Agreement either be exempt from becomes subject to (a) gross income inclusion under Section 409A of the Internal Revenue Code (“Section 409A”) or (b) interest and additional tax under Section 409A (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of the Section 409A Penalties. Any provisions of the Agreement that are subject to Section 409A are intended to comply with Code all applicable requirements of Section 409A 409A, or an exemption from the application of Section 409A, and the Treasury Regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithand administered accordingly. Notwithstanding any other provision of this AgreementAgreement to the contrary, if the Employment Agreements Amount is determined any benefit provided hereunder would be subject to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Penalties because the Executive timing of such benefit is determined to be not delayed as required by Section 409A for a “specified employee” (as defined in under Section 409A(a)(2)(b)(i409A), then if Grantee is on the Employment Agreements Amount shall not applicable date a specified employee, any such benefit that Grantee would otherwise be paid until entitled to receive during the first payroll six months following Grantee’s “separation from service” (as defined under Section 409A) shall be accumulated and paid, within ten (10) days after the date to occur that is six months following the six-month anniversary Grantee’s date of the Executive’s termination of employment with Seller and Seller Bank. None of Buyer, Buyer Bank, Seller“separation from service”, or Seller Bank make any representations or warranties that the payments such earlier date upon which such benefit can be provided under this Agreement comply withSection 409A without being subject to the Section 409A Penalties such as, or are exempt fromfor example, Section 409A, and in upon Grantee’s death. In no event whatsoever shall the Company or any of Buyer, Buyer Bank, Seller, or Seller Bank its affiliates be liable to the Participant or any party for any portion of any taxesadditional tax, penalties, interest, interest or other expenses penalties that may be incurred imposed on Participant or any other person by Executive on account of non-compliance Section 409A or any damages for failing to comply with Section 409A. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under the Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) any right to reimbursements or in-kind benefits under the Agreement shall not be subject to liquidation or exchange for another benefit.409A.