Common use of IRC 409A Clause in Contracts

IRC 409A. This Agreement is intended to satisfy the requirements of Section 409A(a)(2), (3) and (4) of the Code, including current and future guidance and regulations interpreting such provisions. To the extent that any provision of this Agreement fails to satisfy those requirements, the provision shall automatically be modified in a manner that, in the good-faith opinion of the Company, brings the provisions into compliance with those requirements while preserving as closely as possible the original intent of the provision. Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits shall be paid to Executive during the six (6) month period following Executive's separation from service to the extent that the Company and Executive mutually determine in good faith that paying such amounts at the time or times indicated in this Agreement would cause Executive to incur an additional tax under Section 409A of the Code, in which case such amounts shall be paid at the time or times indicated in this Section. If the payment of any such amounts are delayed as a result of the previous sentence, then on the first day following the end of such six (6) month period, the Company will pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six (6) month period. With respect to any reimbursements under this Agreement, such reimbursement shall be made on or before the last day of the Employees taxable year following the taxable year in which the expense was incurred by the Employee. The amount of any expenses eligible for reimbursement or the amount of any in-kind benefits provided, as the case may be, under this Agreement during any calendar year shall not affect the amount of expenses eligible for reimbursement or the amount of any in-kind benefits provided during any other calendar year. The right to reimbursement or to any in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. Each payment made under this Agreement shall be designated as a "separate payment" within the meaning of Section 409A. In addition, in no event shall any payment under this Agreement that constitutes "deferred compensation" for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

IRC 409A. This Agreement It is intended to satisfy that payments and benefits made or provided under this Agreement shall comply with Section 409A of the requirements Code or an exemption thereto. (a) Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A(a)(2), (3) and (4) 409A of the Code, including current and future guidance and regulations interpreting such provisionseach payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. To All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent that any provision necessary in order to avoid the imposition of this Agreement fails penalty taxes on Officer pursuant to satisfy those requirementsSection 409A of the Code. In the event the payment of nonqualified deferred compensation subject to Section 409A of the Code is contingent on execution of a release of claims and the designated period to execute the release of claims crosses two taxable years, the provision payment of such nonqualified deferred compensation shall automatically be modified in a manner that, made in the good-faith opinion second taxable year. In no event may Officer, directly or indirectly, designate the calendar year of the Company, brings the provisions into compliance with those requirements while preserving as closely as possible the original intent of the provision. any payment under this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, no severance payments or all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be paid to Executive during made in accordance with the six (6) month period following Executive's separation from service to the extent that the Company and Executive mutually determine in good faith that paying such amounts at the time or times indicated in this Agreement would cause Executive to incur an additional tax under requirements of Section 409A of the Code, in which case such amounts shall be paid at including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Officer’s lifetime (or during a shorter period of time or times indicated specified in this Section. If Agreement); (ii) the payment of any such amounts are delayed as a result of the previous sentence, then on the first day following the end of such six (6) month period, the Company will pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six (6) month period. With respect to any reimbursements under this Agreement, such reimbursement shall be made on or before the last day of the Employees taxable year following the taxable year in which the expense was incurred by the Employee. The amount of any expenses eligible for reimbursement reimbursement, or the amount of any in-kind benefits provided, as the case may be, under this Agreement during any a calendar year shall may not affect the amount of expenses eligible for reimbursement reimbursement, or the amount of any in-kind benefits provided during to be provided, in any other calendar year. The ; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or to any in-kind benefit pursuant to this Agreement shall benefits is not be subject to liquidation or exchange for another benefit. (c) Notwithstanding any other benefit. Each payment made under provision of this Agreement shall be designated to the contrary, if Officer is considered a “specified employee” for purposes of Section 409A of the Code (as a "separate payment" determined in accordance with the methodology established by Umpqua as in effect on the date of Officer’s separation from service (as determined in accordance with Section 409A of the Code)), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A. In addition, in no event shall any payment 409A of the Code that is otherwise due to Officer under this Agreement that constitutes "deferred compensation" for purposes during the six-month period immediately following Officer’s separation from service on account of Officer’s separation from service shall be accumulated and paid to Officer on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”). If Officer dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be subject paid either to offset by Officer’s beneficiary or the personal representative of his estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of Officer’s death. (d) Despite any contrary provision of this Agreement, any references to termination of employment or date of termination shall mean and refer to the date of Officer’s “separation from service” as that term is defined in Section 409A of the Code and Treasury Regulation Section 1.409A-1(h).” 7. NOTICE OF IMMUNITY UNDER THE ECONOMIC ESPIONAGE ACT OF 1996, AS AMENDED BY THE DEFEND TRADE SECRETS ACT OF 2016. The following provision is added to Section 17 of the Employment Agreement: “Notwithstanding any other amount unless otherwise permitted provision of this Agreement: (A) Officer will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding; and (B) if Officer files a lawsuit for retaliation by Section 409A.Umpqua for reporting a suspected violation of law, Officer may disclose Umpqua’s trade secrets to Officer’s attorney and use the trade secret information in the court proceeding if Officer (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.”

IRC 409A. This Agreement 3.5.1 The provisions of this Section 3.5 will only apply if and to the extent required to avoid the imposition of taxes, interest, and penalties on Executive under Code Section 409A. Code Section 409A applies to nonqualified deferred compensation, which exists if an individual has a “legally binding right” to compensation that is intended to satisfy the requirements of Section 409A(a)(2), (3) and (4) or may be payable in a later year. In furtherance of the Codeobjective of this paragraph, including current and future guidance and regulations interpreting such provisions. To to the extent that any regulations or other guidance issued under Code Section 409A would result in Executive being subject to payment of taxes, interest, or penalties under Section 409A, Executive and the Employer agree to use best efforts to amend this Agreement in order to avoid or limit the imposition of any such taxes, interest, or penalties, while maintaining to the maximum extent practicable the original intent of the applicable provisions. This paragraph does not guarantee that Executive will not be subject to taxes, interest, or penalties under Code Section 409A with respect to compensation or benefits described or referenced in this Agreement. 3.5.2 Furthermore and notwithstanding any provision of this Agreement fails to satisfy those requirementsthe contrary, to the provision shall automatically be modified in a manner thatextent necessary to avoid the imposition of taxes, in interest, and penalties on Executive under Code Section 409A, if at the good-faith opinion time of the Companytermination of Executive’s employment Executive is a “specified employee” (as defined in Code Section 409A), brings Executive will not be entitled to any payments upon termination of employment until the provisions into compliance with those requirements while preserving as closely as possible the original intent first day of the provision. Notwithstanding anything seventh month after the Executive’s “separation from service” (as defined in Code Section 409A) and any such payments to the contrary in this Agreement, no severance payments or benefits shall which Executive would otherwise be paid to Executive entitled during the first six (6) month period months following Executive's ’s separation from service to the extent that the Company will be accumulated and Executive mutually determine in good faith that paying such amounts at the time or times indicated in this Agreement would cause Executive to incur an additional tax under Section 409A of the Code, in which case such amounts shall be paid at the time or times indicated in this Section. If the payment of any such amounts are delayed as a result of the previous sentence, then without interest on the first day following of the end seventh month after the separation from service. For purposes of such six (6) month periodSection 8 of this Agreement, the Company will pay Executive “termination of employment,” “termination,” and other similar terms and phrases are to be interpreted to mean a lump-sum amount equal “separation of service” as defined pursuant to the cumulative amount Code Section 409A and its governing regulations. 3.5.3 All reimbursements that would have otherwise been payable be subject to Executive during such six (6) month period. With respect to any reimbursements Code Section 409A and that are provided under this Agreement, such reimbursement shall will be made on or before to Executive as soon as administratively feasible following the last day date the underlying expense is incurred but no later than December 31 of the Employees taxable year following the taxable year in during which the expense was Executive incurred by the Employeeapplicable cost or expense. The Any amount of any expenses eligible for reimbursement reimbursement, or the amount of any in-kind benefits benefit provided, as the case may be, under this Agreement during any a calendar year shall will not affect the amount of expenses eligible for reimbursement reimbursement, or the amount of any in-kind benefits provided benefit to be provided, during any other calendar year. The right to any reimbursement or to any in-kind benefit pursuant to this Agreement shall will not be subject to liquidation or exchange for any other benefit. Each . 3.5.4 Notwithstanding any contrary provision in this Agreement, or in any other plan, award, arrangement, or agreement between Executive and the Employer that: (i) provides for the payment made under this Agreement shall be designated as a "separate payment" within the meaning of Section 409A. In addition, in no event shall any payment under this Agreement nonqualified deferred compensation that constitutes "deferred compensation" for purposes of Section 409A be is subject to offset Section 409A; and (ii) conditions payment or commencement of payment on one or more employment-related actions, such as the execution and effectiveness of a release of claims or a restrictive covenant (each an “Employment-Related Action”) (any such plan, award, arrangement or agreement is a “Relevant Plan”): (i) if the Relevant Plan does not specify a period or provides for a period of more than ninety (90) days for the completion of an Employment-Related Action, then the period for completion of the Employment-Related Action will be the period specified by any other amount unless the Employer, which will be no longer than ninety (90) days following the event otherwise permitted by Section 409A.triggering the right to payment; and (ii) if the period for the completion of an Employment-Related Action includes the January 1 next following the event otherwise triggering the right to payment, then the payment will be made or commence following the completion.

IRC 409A. This Agreement is intended to satisfy the requirements of Section 409A(a)(2), (3) and (4) of the Code, including current and future guidance and regulations interpreting such provisions. To the extent that any provision of this Agreement fails to satisfy those requirements, the provision shall automatically be modified in a manner that, in the good-faith opinion of the Company, brings the provisions into compliance with those requirements while preserving as closely as possible the original intent of the provision. Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits shall be paid to Executive during the six (6) month period following Executive's separation from service to the extent that the Company and Executive mutually determine in good faith that paying such amounts at the time or times indicated in this Agreement would cause Executive to incur an additional tax under Section 409A of the Code, in which case such amounts shall be paid at the time or times indicated in this Section. If the payment of any such amounts are delayed as a result of the previous sentence, then on the first day following the end of such six (6) month period, the Company will pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six (6) month period. With respect to any reimbursements under this Agreement, such reimbursement shall be made on or before the last day of the Employees taxable year following the taxable year in which the expense was incurred by the Employee. The amount of any expenses eligible for reimbursement or the amount of any in-kind benefits provided, as the case may be, under this Agreement during any calendar year shall not affect the amount of expenses eligible for reimbursement or the amount of any in-kind benefits provided during any other calendar year. The right to reimbursement or to any in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. Each payment made under this Agreement shall be designated as a "“separate payment" ” within the meaning of Section 409A. In addition, in no event shall any payment under this Agreement that constitutes "“deferred compensation" ” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

IRC 409A. This Agreement It is intended to satisfy that this Agreement and all payments hereunder shall comply with the requirements provisions of Section 409A(a)(2), 409A of the Internal Revenue Code (3the “Code”) and (4) the Treasury regulations relating to Section 409A of the Code, including current or an exemption to Section 409A of the Code, and future guidance payments, rights and regulations interpreting such provisions. To benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent that applicable, so as not to subject Employee to the payment of taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions. Terms defined in this Agreement shall have the meanings given to such terms under Section 409A of the Code if and to the extent required in order to comply with Section 409A of the Code. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code. Notwithstanding any provision of this Agreement fails to satisfy those requirementsthe contrary, the provision shall automatically be modified if Employee is a “specified employee” as defined in a manner that, in the good-faith opinion Section 409A of the CompanyCode, brings Employee shall not be entitled to any payments upon separation of service until the earlier of (1) the date that is six months after the date of separation from service for any reason other than death, or (2) the date of Employee’s death. The provisions into compliance with those requirements while preserving as closely as possible the original intent of this Section shall apply only if required for Employee to avoid income inclusion and penalties under Section 409A of the provisionCode. Notwithstanding anything to Any payments that qualify for the contrary in this Agreement“short-term deferral” exception, no severance payments involuntary termination exception, or benefits another exception under Section 409A of the Code shall be paid to Executive during under the six (6) month period following Executive's separation from service to applicable exception. For purposes of the extent that the Company and Executive mutually determine in good faith that paying such amounts at the time or times indicated in this Agreement would cause Executive to incur an additional tax limitations on nonqualified deferred compensation under Section 409A of the Code, in which case such amounts shall be paid at the time or times indicated in this Section. If the each payment of any such amounts are delayed as a result of the previous sentence, then on the first day following the end of such six (6) month period, the Company will pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six (6) month period. With respect to any reimbursements under this Agreement, such reimbursement shall be made on or before the last day of the Employees taxable year following the taxable year in which the expense was incurred by the Employee. The amount of any expenses eligible for reimbursement or the amount of any in-kind benefits provided, as the case may be, under this Agreement during any calendar year shall not affect the amount of expenses eligible for reimbursement or the amount of any in-kind benefits provided during any other calendar year. The right to reimbursement or to any in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. Each payment made compensation under this Agreement shall be designated treated as a "separate payment" within payment of compensation for purposes of applying the meaning Section 409A of the Code deferral election rules and the exclusion under Section 409A. 409A of the Code for certain short-term deferral amounts. No payments to be made under this Agreement may be accelerated or deferred except as specifically permitted under Section 409A of the Code. In addition, in no event shall may Employee, directly or indirectly, designate the calendar year of any payment under this Agreement. The Company makes no representation or warranty and shall have no liability to Employee or any other person if any payments under any provisions of this Agreement that constitutes "deferred compensation" for purposes do not comply with the requirements of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.of the Code.