Common use of Tax Liabilities and Code Section 409A Clause in Contracts

Tax Liabilities and Code Section 409A. The Employee is solely ----------------------------------------- responsible for the satisfaction of any tax liability, including any taxes and penalties that may arise under Sections 409A of the Code ("Section 409A"), that may result from any payments or benefits that the Employee receives pursuant to this Agreement. Any such payments or benefits shall be subject to reduction for any applicable employment or withholding taxes. Neither the Bank nor the Company shall have any obligation to pay, mitigate, or protect the Employee from any such tax liabilities. However, if the Bank or the Company determines in good faith in either of their sole discretion that the Employee is a key employee of a public company as defined in Section 416(i) of the Code (disregarding Section 416(i)(5)) at the time of his termination of employment, the Bank and the Company shall suspend paying the Employee any cash amounts that he is entitled to receive pursuant to Sections 6, 10, or 12 above during the six-month period following termination of the Employee's employment (the "409A Suspension Period"), unless the Bank and the Company reasonably determine that paying such amounts in accordance with Sections 6, 10, or 12 will not result in the Employee's liability for additional tax under Section 409A. As soon as reasonably practical after the end of the 409A Suspension Period, the Employee shall receive a lump sum payment in cash for an amount equal to any cash payments that the Bank and the Company do not make during the 409A Suspension Period. Thereafter, the Employee will receive any remaining payments pursuant to Sections 6, 10 or 12 in accordance with the terms of those Sections (as if there had not been any suspension of payments).

Tax Liabilities and Code Section 409A. The Employee is solely ----------------------------------------- responsible for the satisfaction of any tax liability, including any taxes and penalties that may arise under Sections 409A of the Code ("“Section 409A"”), that may result from any payments or benefits that the Employee receives pursuant to this Agreement. Any such payments or benefits shall be subject to reduction for any applicable employment or withholding taxes. Neither the Bank nor the Company shall have any obligation to pay, mitigate, or protect the Employee from any such tax liabilities. However, if the Bank or the Company determines in good faith in either of their sole discretion that the Employee is a key employee of a public company as defined in Section 416(i) of the Code (disregarding Section 416(i)(5)) at the time of his termination of employment, the Bank and the Company shall suspend paying the Employee any cash amounts that he is entitled to receive pursuant to Sections 6, 10, or 12 above during the six-month period following termination of the Employee's ’s employment (the "“409A Suspension Period"”), unless the Bank and the Company reasonably determine that paying such amounts in accordance with Sections 6, 10, or 12 will not result in the Employee's ’s liability for additional tax under Section 409A. As soon as reasonably practical after the end of the 409A Suspension Period, the Employee shall receive a lump sum payment in cash for an amount equal to any cash payments that the Bank and the Company do not make during the 409A Suspension Period. Thereafter, the Employee will receive any remaining payments pursuant to Sections 6, 10 or 12 in accordance with the terms of those Sections (as if there had not been any suspension of payments).

Tax Liabilities and Code Section 409A. The Employee Executive is solely ----------------------------------------- responsible for the satisfaction of any tax liability, including any taxes and penalties that may arise under Sections 409A (“Section 409A”) or 4999 of the Code ("Section 409A")Code, that may result from any payments or benefits that the Employee Executive receives pursuant to this Agreement. Any such payments or benefits shall be subject to reduction for any applicable employment or withholding taxes. Neither the Bank nor the Company shall have any obligation to pay, mitigate, or protect the Employee Executive from any such tax liabilities. However, if the Bank or the Company determines in good faith in either of their sole discretion that the Employee Executive is a key employee of a public company as defined in Section 416(i) of the Code (disregarding Section 416(i)(5)) at the time of his termination of employment, the Bank and the Company shall suspend paying the Employee Executive any cash amounts that he is entitled to receive pursuant to Sections 6, 10, or 12 above during the six-month period following termination of the Employee's Executive’s employment (the "“409A Suspension Period"”), unless the Bank and the Company reasonably determine that paying such amounts in accordance with Sections 6, 10, or 12 will not result in the Employee's Executive’s liability for additional tax under Section 409A. As soon as reasonably practical after the end of the 409A Suspension Period, the Employee Executive shall receive a lump sum payment in cash for an amount equal to any cash payments that the Bank and the Company do not make during the 409A Suspension Period. Thereafter, the Employee Executive will receive any remaining payments pursuant to Sections 6, 10 or 12 in accordance with the terms of those Sections (as if there had not been any suspension of payments).