Common use of Compliance with IRC Section 409A Clause in Contracts

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

Compliance with IRC Section 409A. The Bank and In the Executive intend that, this Agreement, including the exercise of authority event that it shall be determined that any payments or discretion benefits under this Agreement, shall comply with IRC Agreement constitute nonqualified deferred compensation covered by Section 409A. If 409A of the Executive’s employment terminates when Code for which no exemption under Code Section 409A or the regulations thereunder is available (“Covered Deferred Compensation”); then notwithstanding anything in this Agreement to the contrary (i) if the Executive is a “specified employee, ” (within the meaning of Code Section 409A and the regulations thereunder and as defined determined by the Company in IRC accordance with said Section 409A, and if any payments under this Agreement, including Article 4, will result in additional tax or interest to ) at the Executive because of Section 409A, then despite any provision of this Agreement to the contrary, the Executive shall not be entitled to the payments until the earliest of (a) the date that is at least six months after termination time of the Executive’s employment for reasons other separation from service (as defined below), the payment of any such Covered Deferred Compensation payable on account of such separation from service shall be made no earlier than the date which is six (6) months after the date of the Executive’s deathseparation from service (or, (b) if earlier than the end of such six-month period, the date of the Executive’s death, or ) and (cii) the Executive shall be deemed to have terminated from employment for purposes of this Agreement if and only if the Executive has experienced a “separation from service” within the meaning of said Section 409A and the regulations thereunder. To the extent any earlier date that does not result in additional tax or interest payment of Covered Deferred Compensation is subject to the Executive under IRC Section 409A. As promptly as possible after six‑month delay, such payment shall be paid immediately at the end of such 6-month period (or the period during which date of death, if earlier). Whenever payments are delayed under this provisionAgreement are to be made in installments, the entire amount of the delayed payments each such installment shall be paid to the Executive in deemed a single lump sum. If any provision separate payment for purposes of Code Section 409A. The provisions of this Agreement does not satisfy relating to such Covered Deferred Compensation shall be interpreted and operated consistently with the requirements of IRC Code Section 409A409A and the regulations thereunder. Anything in this Agreement to the contrary notwithstanding, any payments or benefits under this Agreement that are conditioned on the provision timely execution of a Confidential Separation and Release Agreement and that would, in the absence of this sentence, be payable before the date which is sixty (60) days after the termination of the Executive’s employment shall be applied delayed until, and paid on, such 60th day after the termination of the Executive’s employment (or, if such 60th day is not a business day, on the next succeeding business day), but only if the Executive executes such Confidential Separation and Release Agreement, and does not revoke it, in a manner consistent accordance with those requirements despite any contrary provision Section 21 of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under IRC Section 409A, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References Anything in this Agreement to IRC the contrary notwithstanding, any reimbursements or in-kind benefits to which the Executive is entitled under this Agreement (other than such reimbursements or benefits that are not taxable to the Executive for federal income tax purposes or that are otherwise exempt from coverage under Section 409A include rulesof the Code pursuant to said Section 409A and the regulations thereunder) shall meet the following requirements: (i) the amount of expenses eligible for reimbursement, regulationsor in-kind benefits provided, in one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year (except that the Company’s medical plans may impose a limit on the amount that may be reimbursed or provided), (ii) any reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and guidance of general application issued by (iii) the Department of the Treasury under IRC Section 409A. [Signature Page Follows]Executive’s right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

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

Compliance with IRC Section 409A. The Bank and the Executive intend that, this Agreement, including the exercise of authority or discretion under this Agreement, shall comply with IRC Section 409A. If the Executive’s employment terminates when the Executive is a specified employee, as defined in IRC Section 409A, and if any payments under this Agreement, including Article 4, will result in additional tax or interest to the Executive because of Section 409A, then despite any provision of this Agreement Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company Executive shall not is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the payments to which Executive would otherwise be entitled during the first six months following his termination of employment shall be deferred and accumulated (without any reduction in such payments or benefits ultimately paid or provided to the payments until the earliest Executive) for a period of (a) six months from the date that is at least six months after of termination of employment and paid in a lump sum on the Executive’s first day of the seventh month following such termination of employment for reasons other than the Executive’s death(or, (b) if earlier, the date of the Executive’s death), together with interest during such period at a rate computed by adding 2.00% to the Prime Rate as published in the Money Rates section of the Wall Street Journal, or other equivalent publication if the Wall Street Journal no longer publishes such information, on the first publication date of the Wall Street Journal or equivalent publication after the date that such payment would otherwise have been made if not for this provision (cprovided that if more than one such Prime Rate is published on such date, the highest of such published rates shall be used) and (ii) if any earlier date other payments of money or other benefits due to Executive hereunder would cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not result in cause such an accelerated or additional tax or interest to the Executive under IRC Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provisiontax. Furthermore, the entire amount of the delayed payments Company intends that this Agreement shall comply with Section 409A and shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of IRC Section 409Ainterpreted, the provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under IRC Section 409A, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, operated and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to IRC Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under IRC Section 409A. [Signature Page Follows]administered accordingly.

Compliance with IRC Section 409A. The Bank and In the Executive intend that, this Agreement, including the exercise of authority event that it shall be determined that any payments or discretion benefits under this Agreement, shall comply with IRC Agreement constitute nonqualified deferred compensation covered by Section 409A. If 409A of the Executive’s employment terminates when Code for which no exemption under Code Section 409A or the regulations thereunder is available (“Covered Deferred Compensation”); then notwithstanding anything in this Agreement to the contrary (i) if the Executive is a “specified employee, ” (within the meaning of Code Section 409A and the regulations thereunder and as defined determined by the Company in IRC accordance with said Section 409A, and if any payments under this Agreement, including Article 4, will result in additional tax or interest to ) at the Executive because of Section 409A, then despite any provision of this Agreement to the contrary, the Executive shall not be entitled to the payments until the earliest of (a) the date that is at least six months after termination time of the Executive’s employment for reasons other separation from service (as defined below), the payment of any such Covered Deferred Compensation payable on account of such separation from service shall be made no earlier than the date which is six (6) months after the date of the Executive’s deathseparation from service (or, (b) if earlier than the end of such six-month period, the date of the Executive’s death, or ) and (cii) the Executive shall be deemed to have terminated from employment for purposes of this Agreement if and only if the Executive has experienced a “separation from service” within the meaning of said Section 409A and the regulations thereunder. To the extent any earlier date that does not result in additional tax or interest payment of Covered Deferred Compensation is subject to the Executive under IRC Section 409A. As promptly as possible after six‑month delay, such payment shall be paid immediately at the end of such 6-month period (or the period during which date of death, if earlier). Whenever payments are delayed under this provisionAgreement are to be made in installments, the entire amount of the delayed payments each such installment shall be paid to the Executive in deemed a single lump sum. If any provision separate payment for purposes of Code Section 409A. The provisions of this Agreement does not satisfy relating to such Covered Deferred Compensation shall be interpreted and operated consistently with the requirements of IRC Code Section 409A409A and the regulations thereunder. Anything in this Agreement to the contrary notwithstanding, any payments or benefits under this Agreement that are conditioned on the provision timely execution of a Confidential Separation and Release Agreement and that would, in the absence of this sentence, be payable before the date which is sixty (60) days after the termination of the Executive’s employment shall be applied delayed until, and paid on, such 60th day after the termination of the Executive’s employment (or, if such 60th day is not a business day, on the next succeeding business day), but only if the Executive executes such Confidential Separation and Release Agreement, and does not revoke it, in a manner consistent accordance with those requirements despite any contrary provision Section 21 of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under IRC Section 409A, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References Anything in this Agreement to IRC the contrary notwithstanding, any reimbursements or in-kind benefits to which the Executive is entitled under this Agreement (other than such reimbursements or benefits that are not taxable to the Executive for federal income tax purposes or that are otherwise exempt from coverage under Section 409A include rulesof the Code pursuant to said Section 409A and the regulations thereunder) shall meet the following requirements: (i) the amount of expenses eligible for reimbursement, regulationsor in-kind benefits provided, in one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year (except that the Company’s medical plans may impose a limit on the amount that may be reimbursed or provided), (ii) any reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and guidance of general application issued by (iii) the Department of the Treasury under IRC Section 409A. [Signature Page Follows]Executive’s right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. DMEAST #33587056 v1 11

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

Compliance with IRC Section 409A. The Bank Partnership and the Executive intend thateach agrees to execute and deliver any reasonable change to this Agreement as the Partnership or the Executive requests, this Agreementafter consultation with respective counsel, including the exercise of authority or discretion under this Agreement, shall to comply with IRC Section 409A. If 409A of the Executive’s employment terminates when Code; provided that no change that reduces the Executive is a specified employee, as defined in IRC Section 409A, and if any then present value of the payments under this Agreement, including Article 4, will result in additional tax due (or interest potential due) to the Executive because of pursuant to this Agreement (without taking into account this Section 409A, then despite any provision 6.4(e)) shall be deemed to be reasonable. The provisions of this Agreement paragraph shall survive termination of this Agreement. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Partnership, Executive shall not be entitled is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Partnership will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the earliest of (a) the date that is at least six months after following Executive’s termination of employment with the Executive’s employment for reasons other than Partnership (or the Executive’s death, (b) the earliest date as is permitted under Section 409A of the Executive’s deathCode) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or (c) any earlier date otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not result cause such an accelerated or additional tax. The Partnership shall consult with Executive in additional tax or interest to good faith regarding the Executive under IRC Section 409A. As promptly as possible after the end implementation of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision provisions of this Agreement does not satisfy Section 13(g); provided that neither the requirements Partnership nor any of IRC Section 409A, the provision its employees or representatives shall be applied in a manner consistent have any liability to Executive with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive respect to additional tax or interest under IRC Section 409A, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to IRC Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under IRC Section 409A. [Signature Page Follows]thereto.

Compliance with IRC Section 409A. The Bank and In the Executive intend that, this Agreement, including the exercise of authority event that it shall be determined that any payments or discretion benefits under this Agreement, shall comply with IRC Agreement constitute nonqualified deferred compensation covered by Section 409A. If 409A of the Executive’s employment terminates when Code for which no exemption under Code Section 409A or the regulations thereunder is available (“Covered Deferred Compensation”); then notwithstanding anything in this Agreement to the contrary (i) if the Executive is a “specified employee, ” (within the meaning of Code Section 409A and the regulations thereunder and as defined determined by the Company in IRC accordance with said Section 409A, and if any payments under this Agreement, including Article 4, will result in additional tax or interest to ) at the Executive because of Section 409A, then despite any provision of this Agreement to the contrary, the Executive shall not be entitled to the payments until the earliest of (a) the date that is at least six months after termination time of the Executive’s employment for reasons other separation from service (as defined below), the payment of any such Covered Deferred Compensation payable on account of such separation from service shall be made no earlier than the date which is six (6) months after the date of the Executive’s deathseparation from service (or, (b) if earlier than the end of such six-month period, the date of the Executive’s death, or ) and (cii) the Executive shall be deemed to have terminated from employment for purposes of this Agreement if and only if the Executive has experienced a “separation from service” within the meaning of said Section 409A and the regulations thereunder. To the extent any earlier date that does not result in additional tax or interest payment of Covered Deferred Compensation is subject to the Executive under IRC Section 409A. As promptly as possible after six‑month delay, such payment shall be paid immediately at the end of such 6-month period (or the period during which date of death, if earlier). Whenever payments are delayed under this provisionAgreement are to be made in installments, the entire amount of the delayed payments each such installment shall be paid to the Executive in deemed a single lump sum. If any provision separate payment for purposes of Code Section 409A. The provisions of this Agreement does not satisfy relating to such Covered Deferred Compensation shall be interpreted and operated consistently with the requirements of IRC Code Section 409A409A and the regulations thereunder. Anything in this Agreement to the contrary notwithstanding, any payments or benefits under this Agreement that are conditioned on the provision timely execution of a Confidential Separation and Release Agreement and that would, in the absence of this sentence, be payable before the date which is sixty (60) days after the termination of the Executive’s employment shall be applied delayed until, and paid on, such 60th day after the termination of the Executive’s employment (or, if such 60th day is not a business day, on the next succeeding business day), but only if the Executive executes such Confidential Separation and Release Agreement, and does not revoke it, in a manner consistent accordance with those requirements despite any contrary provision Section 21 of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under IRC Section 409A, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. References Anything in this Agreement to IRC the contrary notwithstanding, any reimbursements or in-kind benefits to which the Executive is entitled under this Agreement (other than such reimbursements or benefits that are not taxable to the Executive for federal income tax purposes or that are otherwise exempt from coverage under Section 409A include rulesof the Code pursuant to said DMEAST #33474381 v3 11 Section 409A and the regulations thereunder) shall meet the following requirements: (i) the amount of expenses eligible for reimbursement, regulationsor in-kind benefits provided, in one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year (except that the Company’s medical plans may impose a limit on the amount that may be reimbursed or provided), (ii) any reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and guidance of general application issued by (iii) the Department of the Treasury under IRC Section 409A. [Signature Page Follows]Executive’s right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with IRC Section 409A. The Bank and the Executive intend that, this Agreement, including the exercise of authority or discretion under this Agreement, shall comply with IRC Section 409A. If the Executive’s employment terminates when the Executive is a specified employee, as defined in IRC Section 409A, and if any payments under this Agreement, including Article 4, will result in additional tax or interest to the Executive because of Section 409A, then despite any provision of this Agreement Notwithstanding anything herein to the contrary, (i) if at the Executive shall not be entitled to the payments until the earliest time of (a) the date that is at least six months after Executive’s termination of employment with the Executive’s employment for reasons other than the Executive’s death, (b) the date Company Executive is a “specified employee” as defined in Section 409A of the Executive’s deathInternal Revenue Code of 1986, or as amended (cthe “Code”) any earlier date that does not result in additional tax or interest to and the Executive under IRC Section 409A. As promptly as possible after the end deferral of the period during which commencement of any payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of IRC Section 409A, the provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under IRC Section 409A, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the reformed provisionCode, then the payments to which Executive would otherwise be entitled during the first six months following his termination of employment shall be deferred and accumulated (without any reduction in such payments or benefits ultimately paid or provided to Executive) for a period of six months from the date of termination of employment and paid in a lump sum on the first day of the seventh month following such termination of employment (or, if earlier, the date of Executive’s death), together with interest during such period at a rate computed by adding 2.00% to the Prime Rate as published in the Money Rates section of The Wall Street Journal, or other equivalent publication if The Wall Street Journal no longer publishes such information, on the first publication date of The Wall Street Journal or equivalent publication after the date that such payment would otherwise have been made if not for this provision (provided that if more than one such Prime Rate is published on such date, the highest of such published rates shall be used) and (ii) if any other payments of money or other benefits due to Executive hereunder would cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. References in Furthermore, the Company intends that this Agreement to IRC shall comply with Section 409A include rulesand shall be interpreted, regulations, operated and guidance of general application issued by the Department of the Treasury under IRC Section 409A. [Signature Page Follows]administered accordingly.