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

Compliance with Internal Revenue Code Section 409A. The Employer and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer shall reform the provision. However, the Employer shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section 409A, then despite any contrary provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer shall reform the provision. However, the Employer shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A..

Compliance with Internal Revenue Code Section 409A. The Employer and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer shall reform the provision. However, the Employer shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A..

Compliance with Internal Revenue Code Section 409A. The Employer and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986Code. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986Code, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall will not be entitled to the payments until the earliest of (xa) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (yb) the date of the Executive’s death, or (zc) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer shall reform the provision. However, the Employer shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section 409A, then despite any contrary provision of this Agreement to the contrary the Executive shall will not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer shall reform the provision. However, the Employer shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A..

Compliance with Internal Revenue Code Section 409A. The Employer CCOW and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986Code. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986Code, and if any payments or benefits under this Agreement, including Articles 4 or 5, Agreement will result in additional tax or interest to the Executive because of section 409A409A of the Code, then despite any provision of this Agreement to the contrary the Executive shall will not be entitled to the payments or benefits until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. 409A of the Code. As promptly as possible after the end of the period during which payments or benefits are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A409A of the Code, the such provision shall be applied in a manner consistent with those requirements requirements, despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A409A of the Code, the Employer CCOW shall reform the provision. However, the Employer CCOW shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer CCOW shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.409A of the Code.

Compliance with Internal Revenue Code Section 409A. The Employer and the Executive intend that their exercise of authority or discretion under this Employment Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Employment Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Employment Agreement to the contrary the Executive shall will not be entitled to the payments until the earliest of (xa) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (yb) the date of the Executive’s death, or (zc) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Employment Agreement does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Employment Agreement would subject the Executive to additional tax or interest under section 409A, the Employer shall reform the provision. However, the Employer shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Employment Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section Section 409A of the Internal Revenue Code of 1986Code. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section Section 409A of the Internal Revenue Code of 1986Code, and if any payments under this Agreement, including Articles 4 or 5, Agreement will result in additional tax or interest to the Executive because of section Section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section Section 409A, the provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section Section 409A, the Employer Bank shall reform the provision. However, the Employer Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section Section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section Section 409A.

Compliance with Internal Revenue Code Section 409A. The Employee and Employer and the Executive both intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If If, when the ExecutiveEmployee’s employment terminates the Executive Employee is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments or benefits under this Agreement, including Articles 4 or 5, Agreement will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall contrary, Employee will not be entitled to the payments or benefits until the earliest of of: (xa) the date that is at least six months after termination of the ExecutiveEmployee’s employment for reasons other than the ExecutiveEmployee’s death, (yb) the date of the ExecutiveEmployee’s death, or (zc) any earlier date that does not result in additional tax or interest to the Executive Employee under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall be applied in a manner consistent with those requirements requirements, despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer Bank shall reform the provision. However, the Employer Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive Employee to additional tax or interest, and the Employer Bank shall not be required to incur any additional compensation or other expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer Officer and the Executive Bancshares intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the ExecutiveOfficer’s employment terminates the Executive Officer is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, Agreement will result in additional tax or interest to the Executive Officer because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall Officer will not be entitled to the payments until the earliest of (xa) the date that is at least six months after termination of the ExecutiveOfficer’s employment for reasons other than the ExecutiveOfficer’s death, (yb) the date of the ExecutiveOfficer’s death, or (zc) any earlier date that does not result in additional tax or interest to the Executive Officer under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive Officer in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive Officer to additional tax or interest under section 409A, the Employer Bancshares shall reform the provision. However, the Employer Bancshares shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive Officer to additional tax or interest, and the Employer Bancshares shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section Internal Revenue Code Section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986Section 409A, and if any payments under this Agreement, including Articles 4 4, 5 or 58, will result in additional tax or interest to the Executive because of section Section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section Section 409A, the provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section Section 409A, the Employer Bank shall reform the provision. However, the Employer Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section Section 409A of include the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section Section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986409A, and if any payments under this Agreement, including Articles 4 or 5, Agreement will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer shall reform the provision. However, the Employer shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury UST under Internal Revenue Code section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, Agreement will result in additional tax or interest to the Executive because of section 409A, then despite any contrary provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer shall reform the provision. However, the Employer shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer Bank shall reform the provision. However, the Employer Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer and the Executive intend If it should be determined that their exercise of authority any payment or discretion benefit under this Agreement shall comply with section 409A constitutes a “deferral of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section compensation” subject to Section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreementas amended, including Articles 4 or 5then, will result notwithstanding anything in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary contrary, (i) if Executive is a “specified employee” (within the Executive meaning of said Section 409A and the regulations thereunder and as determined by the Company in accordance with said Section 409A) at the time of Executive’s separation from service (as defined below), the distribution of any such payment or benefit under this Agreement on account of Executive’s termination of employment shall not be entitled to the payments until the earliest of (x) made no earlier than the date that which is at least six 6 months after termination the date of the Executive’s employment for reasons other separation from service (or, if earlier than the end of such 6-month period, the date of Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the extent required to comply with said Section 409A and the regulations thereunder, and (ii) Executive under section 409A. As promptly as possible shall be deemed to have terminated from employment for purposes of this Agreement if and only if Executive has experienced a “separation from service” within the meaning of said Section 409A and the regulations thereunder. To the extent any payment or benefit hereunder is subject to the 6-month delay, such payment or benefit shall be paid immediately after the end of such 6-month period (or the period during which payments are delayed under date of death, if earlier). If this provisionSection 18 becomes applicable, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision provisions of this Agreement does not satisfy governing any payment or benefit constituting a “deferral of compensation” shall be interpreted and operated consistently with the requirements of section 409A, the provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer shall reform the provision. However, the Employer shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section Section 409A of the Internal Revenue Code of 1986 include rules1986, regulationsas amended, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.regulations thereunder.”

Compliance with Internal Revenue Code Section 409A. The Employer Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 55 or section 7.4, will result in additional tax or interest to the Executive because of section 409A, then despite any contrary provision of this Agreement to the contrary the Executive shall will not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer Bank shall reform the provision. However, the Employer Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A..

Compliance with Internal Revenue Code Section 409A. The Employer and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 55 or section 7.4, will result in additional tax or interest to the Executive because of section 409A, then despite any contrary provision of this Agreement to the contrary the Executive shall will not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer shall reform the provision. However, the Employer shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A..

Compliance with Internal Revenue Code Section 409A. The Employer Bank and the Executive Xxxxxxxx intend that their exercise of authority or discretion under this Agreement shall comply with section Section 409A of the Internal Revenue Code of 1986. If when the Executive’s Xxxxxxxx’x employment terminates the Executive Xxxxxxxx is a specified employee, as defined in section Section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 2, 5 or 58, will result in additional tax or interest to the Executive Xxxxxxxx because of section Section 409A, then despite any provision of this Agreement to the contrary the Executive shall Xxxxxxxx will not be entitled to the payments until the earliest of (xa) the date that is at least six months after termination of the Executive’s Xxxxxxxx’x employment for reasons other than the Executive’s his death, (yb) the date of the Executive’s Xxxxxxxx’x death, or (zc) any earlier date that does not result in additional tax or interest to the Executive Xxxxxxxx under section Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive Xxxxxxxx in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive Xxxxxxxx to additional tax or interest under section Section 409A, the Employer Bank shall reform the provision. However, the Employer Xxxxxxxx shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive Xxxxxxxx to additional tax or interest, and the Employer Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section Section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section Section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986Code. If when the Executive’s employment terminates the Executive is a specified employeeExecutive, as defined in section 409A of the Internal Revenue Code of 1986Code, and if any payments or benefits under this Agreement, including Articles 4 or 5, Agreement will result in additional tax or interest to the Executive because of section 409A409A of the Code, then despite any provision of this Agreement to the contrary the Executive shall will not be entitled to the payments or benefits until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. 409A of the Code. As promptly as possible after the end of the period during which payments or benefits are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A409A of the Code, the such provision shall be applied in a manner consistent with those requirements requirements, despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A409A of the Code, the Employer Company shall reform the provision. However, the Employer Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer Company shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.409A of the Code.

Compliance with Internal Revenue Code Section 409A. The Employer and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section Section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section Section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section Section 409A, then despite any contrary provision of this Agreement section 8.9, such payments shall be made on the first to occur of the contrary the Executive shall not be entitled to the payments until the earliest of (x) the a date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section Section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive to additional tax or interest under section Section 409A, the Employer shall reform the provision. However, the Employer shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A..

Compliance with Internal Revenue Code Section 409A. The Employer and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer shall reform the provision. However, the Employer shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur any additional compensation expense as a result of the reformed provision. References in In Witness Whereof, the parties have executed this Agreement to section 409A as of the Internal Revenue Code of 1986 include rulesdate first written above. Executive Tidelands Bank /s/ Xxxxxx X. Coffee Jr. By: /s/ Xxxx X. Xxxxxxx Xxxxxx X. Coffee Jr. Xxxx X. Xxxxxxx Its: Chief Financial Officer Tidelands Bancshares, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.Inc. By: /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx Its: Chief Financial Officer

Compliance with Internal Revenue Code Section 409A. The Employer Bank and the Executive Xxxxx intend that their exercise of authority or discretion under this Agreement shall comply with section Section 409A of the Internal Revenue Code of 1986. If when the ExecutiveSudyk’s employment terminates the Executive Xxxxx is a specified employee, as defined in section Section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 2, 5 or 58, will result in additional tax or interest to the Executive Xxxxx because of section Section 409A, then despite any provision of this Agreement to the contrary the Executive shall Xxxxx will not be entitled to the payments until the earliest of (xa) the date that is at least six months after termination of the ExecutiveSudyk’s employment for reasons other than the Executive’s his death, (yb) the date of the ExecutiveSudyk’s death, or (zc) any earlier date that does not result in additional tax or interest to the Executive Xxxxx under section Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive Xxxxx in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive Xxxxx to additional tax or interest under section Section 409A, the Employer Bank shall reform the provision. However, the Employer Xxxxx shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive Xxxxx to additional tax or interest, and the Employer Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section Section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section Section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer and Company intends that the Executive intend that their exercise of authority or discretion under this Agreement Plan shall comply with section 409A of the Internal Revenue Code of 1986. If when a Participant’s termination of employment occurs the Executive’s employment terminates the Executive Participant is a specified employee, as defined in employee within the meaning of section 409A of the Internal Revenue Code of 1986, 1986 and if any payments under this Agreement, including Articles 4 or 5, Plan will result in additional tax or interest to the Executive Participant because of section 409A, then despite any contrary provision of this Agreement to Plan the contrary the Executive Participant shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the ExecutiveParticipant’s employment termination for reasons other than the ExecutiveParticipant’s death, (y) the date of the ExecutiveParticipant’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive Participant under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive Participant in a single lump sum. If any provision of this Agreement Plan does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement Plan would subject the Executive Participant to additional tax or interest under section 409A, the Employer Company shall reform the provision. However, the Employer Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive Participant to additional tax or interest, and the Employer Company shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement Amendment to section 409A of the Internal Revenue Code of 1986 include rules, regulations, Yadkin Valley Bank and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.Trust Company 2007 Group Term Carve Out Plan Article 3 Policy Ownership/Interests

Compliance with Internal Revenue Code Section 409A. The Employer Service1st Bank and the Executive intend that their exercise of authority or discretion under this Employment Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, Employment Agreement will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Employment Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Employment Agreement does not satisfy the requirements of section 409A, the provision shall nevertheless be applied in a manner that is consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Employment Agreement would subject the Executive to additional tax or interest under section 409A, the Employer Service1st Bank shall reform the provision. However, the Employer Service 1st Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer Service1st Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Employment Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer NewMil Bancorp, Inc. and the Executive intend that their exercise of authority or discretion under this Employment Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Employment Agreement, including Articles 4 or 56 and 7, will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Employment Agreement to the contrary the Executive shall will not be entitled to the payments until the earliest of (xa) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (yb) the date of the Executive’s death, or (zc) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Employment Agreement does not satisfy the requirements of section 409A, the such provision shall be applied in a manner consistent with those requirements despite requirements, notwithstanding any contrary provision of this Employment Agreement. If any provision of this Employment Agreement would subject the Executive to additional tax or interest under section 409A, the Employer NewMil Bancorp, Inc. shall reform the provision. However, the Employer NewMil Bancorp, Inc. shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer NewMil Bancorp, Inc. shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Employment Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer Bank and the Executive Employee intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the ExecutiveEmployee’s employment terminates the Executive Employee is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, Agreement will result in additional tax or interest to the Executive Employee because of section 409A, then despite any contrary provision of this Agreement to the contrary the Executive shall Employee will not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the ExecutiveEmployee’s employment for reasons other than the ExecutiveEmployee’s death, (y) the date of the ExecutiveEmployee’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive Employee under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive Employee in a single lump sum, unless regular monthly installment payments beginning after a six-month delay are specifically provided for in this Agreement. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive Employee to additional tax or interest under section 409A, the Employer Bank shall reform the provision. However, the Employer Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive Employee to additional tax or interest, and the Employer Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section Section 409A of the Internal Revenue Code of 1986Code. If when at the Executive’s employment terminates the Termination Time Executive is a specified employee, as defined in section Section 409A of the Internal Revenue Code of 1986Code, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section Section 409A, then despite any contrary provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section Section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive to additional tax or interest under section Section 409A, the Employer parties shall reform the provision. However, the Employer parties shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in Executive has carefully considered all provisions of this Agreement to section 409A before executing and delivering it. Executive’s signature below indicates Executive’s understanding and agreement with all of the Internal Revenue Code terms of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.this Agreement.

Compliance with Internal Revenue Code Section 409A. The Employer Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 19861986 and all other applicable laws. If If, when the Executive’s employment terminates the terminates, Executive is a specified employeeSpecified Employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or but not limited to Sections 4, 5, and 6, will result in additional tax or interest to the Executive because of section Section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision No interpretation of this Agreement which does not satisfy the requirements of section 409ASection 409A shall be applied; instead, the such provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section Section 409A, the Employer Bank shall reform the provision. However, the Employer shall maintain maintaining to the maximum extent practicable the original intent of the applicable provision if it can do so without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur incurring any additional compensation expense expense, tax or penalties as a result of the reformed provision. References in this Agreement to section Section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section Section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer Xxxxx Savings Entities and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 19861986 and all other applicable laws. If If, when the Executive’s employment terminates the terminates, Executive is a specified employeeSpecified Employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or but not limited to Sections 4, 5, and 6, will result in additional tax or interest to the Executive because of section Section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision No interpretation of this Agreement which does not satisfy the requirements of section 409ASection 409A shall be applied; instead, the such provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section Section 409A, the Employer Bank shall reform the provision. However, the Employer shall maintain maintaining to the maximum extent practicable the original intent of the applicable provision if it can do so without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur incurring any additional compensation expense expense, tax or penalties as a result of the reformed provision. References in this Agreement to section Section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.Section 409A. SIGNATURES

Compliance with Internal Revenue Code Section 409A. The Employer Bank and the Executive Xxxxx intend that their exercise of authority or discretion under this Agreement shall comply with section Section 409A of the Internal Revenue Code of 1986. If when the Executive’s Xxxxx’x employment terminates the Executive Xxxxx is a specified employee, as defined in section Section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 2 or 58, will result in additional tax or interest to the Executive Xxxxx because of section Section 409A, then despite any provision of this Agreement to the contrary the Executive shall Xxxxx will not be entitled to the payments until the earliest of (xa) the date that is at least six months after termination of the Executive’s Xxxxx’x employment for reasons other than the Executive’s his death, (yb) the date of the Executive’s Xxxxx’x death, or (zc) any earlier date that does not result in additional tax or interest to the Executive Xxxxx under section Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive Xxxxx in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive Xxxxx to additional tax or interest under section Section 409A, the Employer Bank shall reform the provision. However, the Employer Xxxxx shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive Xxxxx to additional tax or interest, and the Employer Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section Section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section Section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer Corporation and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer Corporation shall reform the provision. However, the Employer Corporation shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer Corporation shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer Bank and the Executive Xxxxxx intend that their exercise of authority or discretion under this Agreement shall comply with section Section 409A of the Internal Revenue Code of 1986. If when the Executive’s Xxxxxx’x employment terminates the Executive Xxxxxx is a specified employee, as defined in section Section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 2, 5 or 58, will result in additional tax or interest to the Executive Xxxxxx because of section Section 409A, then despite any provision of this Agreement to the contrary the Executive shall Xxxxxx will not be entitled to the payments until the earliest of (xa) the date that is at least six months after termination of the Executive’s Xxxxxx’x employment for reasons other than the Executive’s his death, (yb) the date of the Executive’s Xxxxxx’x death, or (zc) any earlier date that does not result in additional tax or interest to the Executive Xxxxxx under section Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive Xxxxxx in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive Xxxxxx to additional tax or interest under section Section 409A, the Employer Bank shall reform the provision. However, the Employer Xxxxxx shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive Xxxxxx to additional tax or interest, and the Employer Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section Section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section Section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the provision shall nevertheless be applied in a manner consistent with those requirements despite any contrary provision of this Agreementrequirements. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer Bank shall reform the provision. However, the Employer Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A..

Compliance with Internal Revenue Code Section 409A. The Employer MidCarolina and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments or benefits under this Agreement, including Articles 4 or 5, Agreement will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall will not be entitled to the payments or benefits until the earliest of (xa) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (yb) the date of the Executive’s death, or (zc) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments or benefits are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the such provision shall be applied in a manner consistent with those requirements requirements, despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer MidCarolina shall reform the provision. However, the Employer MidCarolina shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer MidCarolina shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.

Compliance with Internal Revenue Code Section 409A. The Employer Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 19861975. If when the Executive’s employment terminates the Executive is as a specified employee, as defined in section Section 409A of the Internal Revenue Code of 19861976, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments payment until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer Bank shall reform the provision. However, the Employer Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 1976 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.