Common use of Code Section 409A Provisions Clause in Contracts

Code Section 409A Provisions. (1) The intent of the parties is that payments and benefits under this Agreement comply with, or comply with an exemption from the application of, Internal Revenue Code Section 409A, as amended from time to time and applicable guidance issued thereunder ("Code Section 409A") and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (2) Neither ▇▇▇▇▇▇▇▇ nor C&F shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder) to the extent Code Section 409A applies to such payment or benefit. (3) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" (within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a "termination" or "termination of employment" or like references shall mean separation from service. If ▇▇▇▇▇▇▇▇ is deemed on the date of separation from service with C&F to be a "specified employee", within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by C&F from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six- month period measured from the date of ▇▇▇▇▇▇▇▇'▇ separation from service or (ii) the date of ▇▇▇▇▇▇▇▇'▇ death. On the first day of the seventh month following the date of ▇▇▇▇▇▇▇▇'▇ separation from service or, if earlier, on the date of ▇▇▇▇▇▇▇▇'▇ death, all payments delayed pursuant to this Section 9.E(3) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to ▇▇▇▇▇▇▇▇ in a lump sum (without interest), and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (4) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with C&F's reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (5) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. (6) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within ten (10) days following the date of termination"), the actual date of payment within the specified period shall be within the sole discretion of C&F. (7) Notwithstanding any of the provisions of this Agreement, C&F shall not be liable to ▇▇▇▇▇▇▇▇ if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of Code Section 409A.

Code Section 409A Provisions. (1) The intent of the parties is that payments and benefits under this Agreement comply with, or comply with an exemption from the application of, Internal Revenue Code Section 409A, as amended from time to time and applicable guidance issued thereunder ("“Code Section 409A"”) and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (2) Neither ▇▇▇▇▇▇▇▇ nor C&F shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder) to the extent Code Section 409A applies to such payment or benefit. (3) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "“separation from service" ” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a "“termination" ” or "“termination of employment" ” or like references shall mean separation from service. If ▇▇▇▇▇▇▇▇ is deemed on the date of separation from service with C&F to be a "“specified employee"”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by C&F from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six- month period measured from the date of ▇▇▇▇▇▇▇▇'’▇ separation from service or (ii) the date of ▇▇▇▇▇▇▇▇'’▇ death. On the first day of the seventh month following the date of ▇▇▇▇▇▇▇▇'’▇ separation from service or, if earlier, on the date of ▇▇▇▇▇▇▇▇'’▇ death, all payments delayed pursuant to this Section 9.E(3) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to ▇▇▇▇▇▇▇▇ in a lump sum (without interest), and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (4) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with C&F's ’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (5) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. (6) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within ten (10) days following the date of termination"”), the actual date of payment within the specified period shall be within the sole discretion of C&F. (7) Notwithstanding any of the provisions of this Agreement, C&F shall not be liable to ▇▇▇▇▇▇▇▇ if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of Code Section 409A.

Code Section 409A Provisions. (1) The intent of the parties is that payments and benefits under this Agreement comply with, or comply with an exemption from the application of, Internal Revenue Code Section 409A, as amended from time to time and applicable guidance issued thereunder ("“Code Section 409A"”) and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (2) Neither ▇▇▇▇▇▇▇▇ nor C&F shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder) to the extent Code Section 409A applies to such payment or benefit. (3) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" (within the meaning of Code Section 409A) and, for 409A. For purposes of any such provision of this Agreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a "“termination" ” or "“termination of employment" ” or like references shall mean a “separation from service. ” under Code Section 409A. If ▇▇▇▇▇▇▇▇ is deemed on the date of separation from service with C&F to be a "“specified employee"”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by C&F from time to time, or if none, the default methodology), then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six- six-month period measured from the date of ▇▇▇▇▇▇▇▇'’▇ separation from service or (ii) the date of ▇▇▇▇▇▇▇▇'’▇ death. On the first day of the seventh month following the date of ▇▇▇▇▇▇▇▇'▇ separation from service or, if earlier, on the date of ▇▇▇▇▇▇▇▇'▇ death, all payments delayed pursuant to this Section 9.E(3) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to ▇▇▇▇▇▇▇▇ in a lump sum (without interest), and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (4) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with C&F's reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (5) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. (6) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within ten (10) days following the date of termination"”), the actual date of payment within the specified period shall be within the sole discretion of C&F. (7) C&F. Notwithstanding any of the provisions of this Agreement, C&F shall not be liable to ▇▇▇▇▇▇▇▇ if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of Code Section 409A.

Code Section 409A Provisions. (1a) The intent of the parties is that payments and benefits under this Agreement comply with, with Code Section 409A or comply with an exemption from the application of, Internal Revenue of Code Section 409A, as amended from time to time and applicable guidance issued thereunder ("Code Section 409A") 409A and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (2b) Neither ▇▇▇▇▇▇▇▇ nor C&F shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder) to the extent Code Section 409A applies to such payment or benefit. (3c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "“separation from service" ” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a "“termination" ” or "“termination of employment" ” or like references shall mean separation from service. If ▇▇▇▇▇▇▇▇ is deemed on the date of separation from service with C&F the Company to be a "“specified employee"”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by C&F the Company from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six- month period measured from the date of ▇▇▇▇▇▇▇▇'’▇ separation from service or (ii) the date of ▇▇▇▇▇▇▇▇'’▇ death. On the first day of the seventh month following the date of ▇▇▇▇▇▇▇▇'’▇ separation from service or, if earlier, on the date of ▇▇▇▇▇▇▇▇'’▇ death, all payments delayed pursuant to this Section 9.E(3) 9.E. (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to ▇▇▇▇▇▇▇▇ Fox in a lump sum (without interest), and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (4d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with C&F's ’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (5e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. (6f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within ten (10) days following the date of termination"”), the actual date of payment within the specified period shall be within the sole discretion of C&F. (7g) Notwithstanding any of the provisions of this Agreement, C&F shall not be liable to ▇▇▇▇▇▇▇▇ if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of Code Section 409A.

Code Section 409A Provisions. (1) The intent of the parties is that payments and benefits under this Agreement comply with, or comply with an exemption from the application of, Internal Revenue Code Section 409A, as amended from time to time and applicable guidance issued thereunder ("“Code Section 409A"”) and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. (2) Neither ▇▇▇▇▇▇▇▇ Fox nor C&F shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A (including any transition or grandfather rules thereunder) to the extent Code Section 409A applies to such payment or benefit. (3) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "“separation from service" ” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a "“termination" ” or "“termination of employment" ” or like references shall mean separation from service. If ▇▇▇▇▇▇▇▇ Fox is deemed on the date of separation from service with C&F to be a "“specified employee"”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by C&F from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six- month period measured from the date of ▇▇▇▇▇▇▇▇'▇ Fox’s separation from service or (ii) the date of ▇▇▇▇▇▇▇▇'▇ Fox’s death. On the first day of the seventh month following the date of ▇▇▇▇▇▇▇▇'’▇ separation from service or, if earlier, on the date of ▇▇▇▇▇▇▇▇'’▇ death, all payments delayed pursuant to this Section 9.E(3) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to ▇▇▇▇▇▇▇▇ Fox in a lump sum (without interest), and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. (4) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with C&F's ’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred. (5) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. (6) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "“payment shall be made within ten (10) days following the date of termination"”), the actual date of payment within the specified period shall be within the sole discretion of C&F. (7) Notwithstanding any of the provisions of this Agreement, C&F shall not be liable to ▇▇▇▇▇▇▇▇ Fox if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of Code Section 409A.