Plan Terminations Under Code Section 409A Clause Samples
Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Bank irrevocably terminates this Agreement in the following circumstances:
(a) Within thirty (30) days before or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such irrevocable termination of this Agreement and further provided that all of the arrangements sponsored by the Bank that would be aggregated with this Agreement under Treasury Regulation §1.409A-1(c)(2) are terminated so the Executive and all participants under the other aggregated arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date the Bank irrevocably takes all necessary action to terminate such arrangements;
(b) Within twelve (12) months of a dissolution of the Bank taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under this Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which this Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practicable; or
(c) Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulation §1.409A-1(c) if the Executive participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) no payments are made within twelve (12) months of the termination of the arrangements other than payments that would be payable under the terms of the arrangements if the termination had not occurred, (iii) all termination distributions are made no later than twenty-four (24) months following such termination, and (iv) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; the Bank may distribute the Accrual Balance, determined as of the date of the termination of this Agreement, to the Executive in a lump sum subject to the above terms.
Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, the Bank may, in its sole discretion, terminate this Agreement by unilateral action; provided that, if the Bank terminates this Agreement in accordance with Section 8.3, it shall do so in conformity with one of the following circumstances:
(a) Upon the Bank’s dissolution or with the approval of a bankruptcy court, provided that all distributions are made no later than the end of the tax year in which the Executive is required to include any portion of the amounts deferred under the Agreement in his gross income; or
(b) Upon the Bank’s termination of this and all other non-account balance plans (as referenced in Code Section 409A or the regulations thereunder), provided that all distributions are made no later than the end of the tax year in which the Executive, is required to include any portion of the amounts deferred under the Agreement in his gross income, and that the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; In which case, the Bank may distribute the Account Value, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.
Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Bank terminates this Agreement in the following circumstances: (a) Simultaneously with or within twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such termination of this Agreement and further provided that all the Bank’s arrangements which are substantially similar to this Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such termination. Upon such a termination, the Bank shall distribute the benefit set forth in Section 2.4 to the Executive in a lump sum subject to the above terms; or
Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, the Bank may terminate this Agreement pursuant to and in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix) (or any successor provision) and, upon such termination, the Bank may distribute the Accrual Balance (as described in Exhibit A), determined as of the date of the termination of this Agreement, to the Executive in a lump sum.
Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 7.2, if the Bank terminates this Agreement in the following circumstances: (a) Within thirty (30) days before or twelve (12) months after a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such terminations; (b) Upon the Bank's dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or
Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, the Bank may, in its sole discretion, terminate this Agreement by unilateral action; provided that, if the Bank terminates this Agreement in accordance with Section 8.3, it shall do so in conformity with one of the following circumstances:
(a) Upon the Bank’s dissolution or with the approval of a bankruptcy court, provided that all distributions are made no later than the end of the tax year in which the Executive is required to include any portion of the amounts deferred under the Agreement in his gross income; or
(b) Upon the Bank’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no later than the end of the tax year in which the Executive is required to include any portion of the amounts deferred under the Agreement in his gross income, and that the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; In which case, the Bank may distribute the Account Value, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.
5. This Amendment shall be attached to and made a part of the Agreement. The Agreement, as amended by any amendment thereto including this Amendment, shall remain in full force and effect and shall be deemed superseded by this Amendment only to the limited extent necessary to implement the terms hereof.
6. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original.
7. All capitalized terms not defined herein shall have the meanings set forth in the Agreement.
Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, if the Company terminates this Agreement in the following circumstances:
(a) Within thirty (30) days before or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such termination of this Agreement and further provided that all the Company’s arrangements which are substantially similar to this Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such termination;
(b) Upon the Company’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under this Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which this Agreement terminates; (ii) the calendar year in which the amount is no longer
Plan Terminations Under Code Section 409A. Notwithstanding anything to the contrary in Section 8.2, the Bank may, in its sole discretion, terminate this Agreement by unilateral action; provided that, if the Bank terminates this Agreement in accordance with Section 8.3, it shall do so in conformity with one of the following circumstances:
(a) Upon the Bank’s dissolution or with the approval of a bankruptcy court, provided that all distributions are made no later than the end of the tax year in which the Executive is required to include any portion of the amounts deferred under the Agreement in his gross income; or
(b) Upon the Bank’s termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no later than the end of the tax year in which the Executive is required to include any portion of the amounts deferred under the Agreement in his gross income, and that the Bank does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; In which case, the Bank may distribute the Account Value, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.
5. This Amendment shall be attached to and made a part of the Agreement. The Agreement, as amended by any amendment thereto including this Amendment, shall remain in full force and effect and shall be deemed superseded by this Amendment only to the limited extent necessary to implement the terms hereof.
6. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original.
7. All capitalized terms not defined herein shall have the meanings set forth in the Agreement.