Common use of Section 409A Limitation Clause in Contracts

Section 409A Limitation. It is the intention of Company and Executive that the severance and other benefits payable to Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” or the timing of commencement and completion of severance benefit and/or other benefit payments to Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”, or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. Company and Executive acknowledge and understand that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. Company and Executive further acknowledge and agree that if, in the judgment of Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company and Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on Company and Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

Section 409A Limitation. It is the intention of Company Bank, Bancorp and Executive Employee that the severance and other benefits payable to Executive Employee under this Agreement either be exempt from, or otherwise comply with, Section 409A of the Internal Revenue Code (“Section 409A”) of the Internal Revenue Code of 1986, as amended). Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyBank and Bancorp, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” or the timing of commencement and completion of severance benefit and/or other benefit payments to Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”Employee hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. If any payment to be made hereunder is “non-qualified deferred compensation” subject to Section 409A and the timing of such payment is based on termination of Employee’s employment with the Bank and/or Bancorp, then for such purpose “termination of employment” shall mean “separation from service” with the Company as such term is defined for purposes of Section 409A. Bank, Bancorp and Executive Employee acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iiiii) modify the completion date of severance and/or other benefit payments. Company The Bank, Bancorp and Executive Employee further acknowledge and agree that if, in the judgment of Companythe Bank and Bancorp, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company the Bank, Bancorp and Executive Employee will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that and possible for it complies to comply (with the most limited possible economic effect on Company the Bank, Bancorp and ExecutiveEmployee) with Section 409A. For exampleNotwithstanding anything to the contrary in this Agreement, to the extent required to avoid additional taxes and interest charges under Section 409A of the Internal Revenue Code, if any of the Company’s stock is publicly traded and Employee is deemed to be a “specified employee” as determined by the Company for purposes of Section 409A(a)(2)(B) of the Internal Revenue Code, Employee agrees that any non-qualified deferred compensation payments due to him under this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company and Executive would delay payments and/or promptly seek in connection with a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment that would otherwise have been payable at any time during the six-month period immediately following such termination of employment shall not be paid prior to, and substitute therefor shall instead be payable in a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following ExecutiveEmployee’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminatedemployment.

Section 409A Limitation. It is the intention of Company Bank, MB and Executive that the severance and other benefits payable to Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyBank and MB, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” or the timing of commencement and completion of severance benefit and/or other benefit payments to Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”, or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. Company Bank, MB and Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. Company Bank, MB and Executive further acknowledge and agree that if, in the judgment of CompanyBank and MB, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409AXxxxxxx 000X, Company Xxxx, XX and Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on Company Bank, MB and Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company Bank, MB and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

Section 409A Limitation. It is the intention of Company the Bank, BCH and the Executive that the severance and other benefits payable to the Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A (“"Section 409A”") of the Internal Revenue Code of 1986, as amended. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyBank or BCH, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change "change in Control” control" or the timing of commencement and completion of severance benefit and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. Company BCH, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “"change in control;” " (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. Company The Bank and the Executive further acknowledge and agree that if, in the judgment of Companythe Bank or BCH, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company the Bank and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on Company the Bank, BCH and the Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after the Executive terminates employment, then Company the Bank and the Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following the Executive’s 's termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following the Executive’s 's termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

Section 409A Limitation. It is the intention of Company Employer and Executive that the severance and other benefits payable to Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyEmployer, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” or the timing of commencement and completion of severance benefit and/or other benefit payments to Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”, or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. Company Employer and Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. Company Employer and Executive further acknowledge and agree that if, in the judgment of CompanyEmployer, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company Employer and Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on Company Employer and Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company Employer and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

Section 409A Limitation. It is the intention of the Bank, the Company and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefit from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or (iv) other benefit paymentspayments and/or reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then the Bank, the Company and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and the Executive’s dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and the Executive’s dependents are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i).

Section 409A Limitation. It is the intention of the Bank, the Company and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefit from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or (iv) other benefit paymentspayments and/or reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then the Bank, the Company and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and his dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and his dependants are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i).

Section 409A Limitation. It is the intention of the Company and Executive that the severance and other benefits payable to the Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change change in Controlcontrol” or the timing of commencement and completion of severance benefit and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change change in Control”, control,” or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. The Company and Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. The Company and Executive further acknowledge and agree that if, in the judgment of the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, the Company and Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on the Company and Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then the Company and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

Section 409A Limitation. It is the intention of the Bank, the Company and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefit from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or (iv) other benefit paymentspayments and/or reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then the Bank, the Company and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and her dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and her dependants are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i).

Section 409A Limitation. It is the intention of the Bank, the Company and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefit from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or (iv) other benefit paymentspayments and/or reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then the Bank, the Company and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and his dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and his dependents are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i).

Section 409A Limitation. It is the intention of Company the Bank and Executive that the severance and other benefits payable to Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. 409A. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyBank, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change change in Controlcontrol” or the timing of commencement and completion of severance benefit and/or other benefit payments to Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change "change in Control”control", or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. Company The Bank and Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. Company The Bank and Executive further acknowledge and agree that if, in the judgment of Companythe Bank, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company the Bank and Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on Company the Bank and Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company the Bank and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

Section 409A Limitation. It is the intention of Company the Bank and Executive that the severance Severance Payment and other benefits payable to Executive under Paragraph B of this Agreement either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyBank, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” or the timing of commencement and completion of severance benefit and/or other benefit payments Other Severance Payments to Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”, ,” or the amount of any such payments, such provisions shall be interpreted or amended in the manner required to comply with Section 409A. Company The Bank and Executive acknowledge and understand agree that such interpretation or amendment could, among other matters, (ia) limit the circumstances or events that constitute a “change in control;” (iib) delay for a period of six (6) months or more, or otherwise modify the commencement of severance Severance Payment and/or other benefit payments; and/or (iiic) modify the completion date of severance and/or other benefit paymentsOther Severance Payments. Company The Bank and Executive further acknowledge and agree that if, in the judgment of Companythe Bank, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company the Bank and Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on Company the Bank and Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company the Bank and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

Section 409A Limitation. It is the intention of Company Bank, MB and Executive Employee that the severance and other benefits payable to Executive Employee under this Agreement either be exempt from, or otherwise comply with, Section 409A of the Internal Revenue Code (“Section 409A”) of the Internal Revenue Code of 1986, as amended). Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyBank and MB, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” or the timing of commencement and completion of severance benefit and/or other benefit payments to Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”Employee hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. If any payment to be made hereunder is “non-qualified deferred compensation” subject to Section 409A and the timing of such payment is based on termination of Employee’s employment with the Bank and/or MB, then for such purpose “termination of employment” shall mean “separation from service” with the Company as such term is defined for purposes of Xxxxxxx 000X. Xxxx, XX and Executive Employee acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iiiii) modify the completion date of severance and/or other benefit payments. Company The Bank, MB and Executive Employee further acknowledge and agree that if, in the judgment of Companythe Bank and MB, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company the Bank, MB and Executive Employee will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that and possible for it complies to comply (with the most limited possible economic effect on Company the Bank, MB and ExecutiveEmployee) with Section 409A. For exampleNotwithstanding anything to the contrary in this Agreement, to the extent required to avoid additional taxes and interest charges under Section 409A of the Internal Revenue Code, if any of the Company’s stock is publicly traded and Employee is deemed to be a “specified employee” as determined by the Company for purposes of Section 409A(a)(2)(B) of the Internal Revenue Code, Employee agrees that any non-qualified deferred compensation payments due to him under this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company and Executive would delay payments and/or promptly seek in connection with a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment that would otherwise have been payable at any time during the six-month period immediately following such termination of employment shall not be paid prior to, and substitute therefor shall instead be payable in a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following ExecutiveEmployee’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminatedemployment.

Section 409A Limitation. It is the intention of Company the Bank, BCH and the Executive that the severance and other benefits payable to the Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A (“"Section 409A”") of the Internal Revenue Code of 1986, as amended. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyBank or BCH, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change "change in Control” control" or the timing of commencement and completion of severance benefit and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. Company BCH, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “"change in control;” " (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. Company The Bank and the Executive further acknowledge and agree that if, in the judgment of Companythe Bank or BCH, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company the Bank and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on Company the Bank, BCH and the Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after the Executive terminates employment, then Company the Bank and the Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following the Executive’s 's termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following the Executive’s 's termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

Section 409A Limitation. It is the intention of Company the Bank and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 7.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyBank, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefit from or to comply with Section 409A. Company The Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” ”; (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance severance; and/or (iv) modify other benefit paymentspayments and/or reduce the amount of the benefit otherwise provided. Company The Bank and the Executive further acknowledge and agree that if, in the judgment of Companythe Bank, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, Company the Bank and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on Company the Bank and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then Company the Bank and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated.. Notwithstanding the foregoing, (a) the Executive and her dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and her dependents are otherwise eligible, and (b) the Executive acknowledges and agrees that the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(8)(i). The Bank makes no representations that the payments and benefits provided under this Agreement comply with Section 409A. In no event shall the Bank be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of noncompliance with Section 409A.

Section 409A Limitation. It is the intention of Company the Bank and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 7.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyBank, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefit from or to comply with Section 409A. Company The Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” ”; (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of ‘ severance and/or other benefit payments; and/or (iii) modify the completion date of severance severance; and/or (iv) modify other benefit paymentspayments and/or reduce the amount of the benefit otherwise provided. Company The Bank and the Executive further acknowledge and agree that if, in the judgment of Companythe Bank, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, Company the Bank and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on Company the Bank and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then Company the Bank and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated.. Notwithstanding the foregoing, (a) the Executive and his dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and his dependents are otherwise eligible, and (b) the Executive acknowledges and agrees that the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i). The Bank makes no representations that the payments and benefits • provided under this Agreement comply with Section 409A. In no event shall the Bank be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of noncompliance with Section 409A.

Section 409A Limitation. It is the intention of the Bank, the Company and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefits from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments; and/or (iv) reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempt the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then the Bank, the Company and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and his dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits for any period of time the Executive and his dependants are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i).

Section 409A Limitation. It is the intention of the Bank, the Company and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefits from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit paymentspayments and/or (iv) reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then the Bank, the Company and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and his dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits for any period of time the Executive and his dependants are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i).

Section 409A Limitation. It is the intention of the Bank, the Company and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. BN 18639609v2 Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefit from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or (iv) other benefit paymentspayments and/or reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then the Bank, the Company and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and her dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and her dependents are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i).

Section 409A Limitation. It is the intention of Company Bank, MB and Executive that the severance and other benefits payable to Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyBank and MB, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” or the timing of commencement and completion of severance benefit and/or other benefit payments to Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”, or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. Company Bank, MB and Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. Company The Bank, MB and Executive further acknowledge and agree that if, in the judgment of Companythe Bank and MB, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company the Bank, MB and Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on Company the Bank, MB and Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company the Bank, MB and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

Section 409A Limitation. It is the intention of Company MB and Executive that the severance and other benefits payable to Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyMB, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” or the timing of commencement and completion of severance benefit and/or other benefit payments to Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”, or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. Company MB and Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change Change in controlControl;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. Company MB and Executive further acknowledge and agree that if, in the judgment of CompanyMB, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company MB and Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on Company MB and Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company MB and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

Section 409A Limitation. It is the intention of Company the Bank and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” of Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefit from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or (iv) other benefit paymentspayments and/or reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, ​ amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then the Bank, the Company and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and the Executive’s dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and the Executive’s dependents are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i).

Section 409A Limitation. It is the intention of the Bank, the Company and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefits from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments; and/or (iv) reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempt the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then the Bank, the Company and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and his dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits for any period of time the Executive and his dependants are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i).

Section 409A Limitation. It is the intention of Company Employer and Executive that the severance and other benefits payable to the Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyEmployer, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change change in Controlcontrol” or the timing of commencement and completion of severance benefit and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change "change in Control”control", or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. Company Employer and Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. Company Employer and Executive further acknowledge and agree that if, in the judgment of CompanyEmployer, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company Employer and Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the 3266.003/251414.1 3266.003/251414.1 3266.003/251414.1 most limited possible economic effect on Company Employer and Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company Employer and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

Section 409A Limitation. It is the intention of the Bank, the Company and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefits from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or (iv) other benefit paymentspayments and/or reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then the Bank, the Company and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and her dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and her dependants are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i).

Section 409A Limitation. It is the intention of Company the Bank and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” of Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefit from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or (iv) other benefit paymentspayments and/or reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of ​ this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then the Bank, the Company and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and the Executive’s dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and the Executive’s dependents are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i).

Section 409A Limitation. It is the intention of Company the Bank and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” of Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefit from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation ​ could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or (iv) other benefit paymentspayments and/or reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then the Bank, the Company and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and the Executive’s dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and the Executive’s dependents are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i).

Section 409A Limitation. It is the intention of the Bank, the Company and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefits from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or (iv) other benefit paymentspayments and/or reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then the Bank, the Company and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and his dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and his dependants are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i).

Section 409A Limitation. It is the intention of Company the Bank and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” of Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefit from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or (iv) other benefit paymentspayments and/or reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive). A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms will mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified employee” within the meaning under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit will not be made or provided until the date that is the earlier of (A) with the expiration of the six-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, (a) the Executive and the Executive’s dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and the Executive’s dependents are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i). To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all expenses or other reimbursements hereunder will be made on or before the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (B) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. For examplepurposes of Section 409A, if Executive’s right to receive any installment payments pursuant to this Agreement is subject treated as a right to Section 409A receive a series of separate and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminateddistinct payments.

Section 409A Limitation. It is the intention of the Bank, the Company and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefits from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments; and/or (iv) reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then the Bank, the Company and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and his dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits for any period of time the Executive and his dependants are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i).

Section 409A Limitation. It is the intention of Company Employer and Executive that the severance and other benefits payable to Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyEmployer, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” or the timing of commencement and completion of severance benefit and/or other benefit payments to Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”, or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. Company Employer and Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. Company Employer and Executive further acknowledge and agree that if, in the judgment of CompanyEmployer, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company Employer and Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on Company Employer and Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company Employer and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

Section 409A Limitation. It is the intention of Company the Bank and the Executive that the severance and other benefits payable to the Executive under this Agreement Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedCode. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” of Control or the timing of commencement and completion of severance benefit benefits and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefit from or to comply with Section 409A. Company The Company, the Bank and the Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) 6 months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or (iv) other benefit paymentspayments and/or reduce the amount of the benefit otherwise provided. Company The Company, Bank and the Executive further acknowledge and agree that if, in the judgment of the Bank or the Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits from or to comply with Section 409A, the Bank, the Company and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Bank, the Company and the Executive) with Section 409A. ). For example, if this Agreement is subject to Section 409A and it Section 409A requires that severance and/or other benefit payments must be delayed until at least six (6) 6 months after the Executive terminates employment, then the Bank, the Company and the Executive would shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) 6 months following the Executive’s termination of employment and substitute therefor therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) 7th month following the Executive’s termination of employment which which, in the case of an initial installment payment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and the Executive’s dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and the Executive’s dependents are otherwise eligible, and (b) the Executive acknowledges and agrees that the Company or the Bank shall have the exclusive authority to determine whether the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i).

Section 409A Limitation. It is the intention of Company Bank, MB and Executive Employee that the severance and other benefits payable to Executive Employee under this Agreement either be exempt from, or otherwise comply with, Section 409A of the Internal Revenue Code (“Section 409A”) of the Internal Revenue Code of 1986, as amended). Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyBank and MB, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” or the timing of commencement and completion of severance benefit and/or other benefit payments to Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”Employee hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. If any payment to be made hereunder is “nonqualified deferred compensation” subject to Section 409A and the timing of such payment is based on termination of Employee’s employment with the Bank and/or MB, then for such purpose “termination of employment” shall mean “separation from service” with the Company as such term is defined for purposes of Xxxxxxx 000X. Xxxx, XX and Executive Employee acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iiiii) modify the completion date of severance and/or other benefit payments. Company The Bank, MB and Executive Employee further acknowledge and agree that if, in the judgment of Companythe Bank and MB, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company the Bank, MB and Executive Employee will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that and possible for it complies to comply (with the most limited possible economic effect on Company the Bank, MB and ExecutiveEmployee) with Section 409A. For exampleNotwithstanding anything to the contrary in this Agreement, to the extent required to avoid additional taxes and interest charges under Section 409A of the Internal Revenue Code, if any of the Company’s stock is publicly traded and Employee is deemed to be a “specified employee” as determined by the Company for purposes of Section 409A(a)(2)(B) of the Internal Revenue Code, Employee agrees that any non-qualified deferred compensation payments due to her under this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company and Executive would delay payments and/or promptly seek in connection with a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment that would otherwise have been payable at any time during the six-month period immediately following such termination of employment shall not be paid prior to, and substitute therefor shall instead be payable in a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following ExecutiveEmployee’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminatedemployment.

Section 409A Limitation. It is the intention of Company Employer and Executive that the severance and other benefits payable to the Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyEmployer, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change change in Controlcontrol” or the timing of commencement and completion of severance benefit and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change "change in Control”control", or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. Company Employer and Executive acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. Company Employer and Executive further acknowledge and agree that if, in the judgment of CompanyEmployer, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company Employer and Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on Company Employer and Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company Employer and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

Section 409A Limitation. It is the intention of Company Bank, MB and Executive Employee that the severance and other benefits payable to Executive Employee under this Agreement either be exempt from, or otherwise comply with, Section 409A of the Internal Revenue Code (“Section 409A”) of the Internal Revenue Code of 1986, as amended). Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the CompanyBank and MB, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” or the timing of commencement and completion of severance benefit and/or other benefit payments to Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”Employee hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. If any payment to be made hereunder is “non-qualified deferred compensation” subject to Section 409A and the timing of such payment is based on termination of Employee’s employment with the Bank and/or MB, then for such purpose “termination of employment” shall mean “separation from service” with the Company as such term is defined for purposes of Xxxxxxx 000X. Xxxx, XX and Executive Employee acknowledge and understand agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iiiii) modify the completion date of severance and/or other benefit payments. Company The Bank, MB and Executive Employee further acknowledge and agree that if, in the judgment of Companythe Bank and MB, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company the Bank, MB and Executive Employee will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that and possible for it complies to comply (with the most limited possible economic effect on Company the Bank, MB and ExecutiveEmployee) with Section 409A. For example, if In the event there is a dispute among the parties regarding the amendment of the terms of this Agreement is subject to Section 409A the extent necessary and possible for it requires that severance and/or other benefit payments must be delayed until at least six to comply (6with the most limited possible economic effect on the Bank, MB and Employee) months after Executive terminates employment, then Company and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under with Section 409A, eliminate such dispute will be settled in accordance with Section 17 below; and no such disputed payment shall be made until the dispute is settled. Notwithstanding anything to the contrary in this Agreement, to the extent required to avoid additional taxes and interest charges under Section 409A of the Internal Revenue Code, if any such of the Company’s stock is publicly traded and Employee is deemed to be a “specified employee” as determined by the Company for purposes of Section 409A(a)(2)(B) of the Internal Revenue Code, Employee agrees that any non-qualified deferred compensation payments otherwise payable during the first six (6) months following Executive’s due to him under this Agreement in connection with a termination of employment that would otherwise have been payable at any time during the six-month period immediately following such termination of employment shall not be paid prior to, and substitute therefor shall instead be payable in a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following ExecutiveEmployee’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminatedemployment.