Common use of Delay of Payments Clause in Contracts

Delay of Payments. Notwithstanding anything herein to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive is an eligible participant), (i) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (iii) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

Delay of Payments. Notwithstanding anything herein to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement Section 5 constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates an Affiliated Entity are a party or in which the Executive is an eligible participant), (i1) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code Interest (based on the rate in effect for the month in which the Executive’s Date of Termination separation from service occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (ii2) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (iii3) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

Delay of Payments. Notwithstanding anything herein to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement Section 5 constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates an Affiliated Entity are a party or in which the Executive is an eligible participant), (i1) if the Executive is a “"specified employee” " within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following the Date of Termination on account of the Executive’s 's separation from service shall instead be paid, with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code Interest (based on the rate in effect for the month in which the Executive’s Date of Termination 's separation from service occurs), on the first business day of the seventh month following the Executive’s “'s "separation from service” " within the meaning of Section 409A of the Code; (ii2) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s 's estate within 30 days after the date of the Executive’s 's death; and (iii3) in no event shall the date of termination of Executive’s 's employment be deemed to occur until the Executive experiences a “"separation from service” " within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

Delay of Payments. Notwithstanding anything herein any other provision of this Agreement to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive is an eligible participant), (i) if the Executive is considered a “specified employee” within the meaning for purposes of Section section 409A of the Code (as determined in accordance with the methodology established by the Company Corporation and the Bank as in effect on the Date date of Terminationtermination), amounts (i) any payment that constitute constitutes nonqualified deferred compensation within the meaning of Section section 409A of the Code that would is otherwise be payable due to the Executive under this Agreement during the six-month period immediately following the Date of Termination on account of the Executive’s his separation from service shall instead be paid, (as determined in accordance with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) section 409A of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), Code) shall be accumulated and paid to Executive on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”) and (ii) in the event any equity compensation awards held by the Executive that vest upon termination of the Executive’s “separation from service” employment constitute nonqualified deferred compensation within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Code section 1274(d) for the month in which the Executive’s separation from service occurs. If the Executive dies during the postponement period, the amounts and entitlements delayed on account of section 409A of the Code shall be paid to the personal representative person designated by the Executive in writing for this purpose, or in the absence of any such designation, to (i) his spouse if she survives him, or (ii) to his estate if his spouse does not survive him, on the first to occur of the Executive’s estate within Delayed Payment Date or 30 days after the date of the Executive’s death; and (iii) in no event . The foregoing shall the date of termination of Executive’s employment be deemed apply only to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Codethose payments required hereunder, and notwithstanding anything contained herein to the contraryif any, the date on which such separation from service takes place shall be the Date of Termination.that do not qualify as short term deferrals or an exempt pay arrangement under section 409A.

Delay of Payments. Notwithstanding anything herein any other provision of this Agreement to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive is an eligible participant), (i) if the Executive is considered a “specified employee” within the meaning for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company Corporation and the Bank as in effect on the Date date of Terminationtermination), amounts (A) any payment that constitute constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that would is otherwise be payable due to the Executive under this Agreement during the six-month period immediately following the Date of Termination on account of the Executive’s his separation from service shall instead be paid, (as determined in accordance with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) 409A of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), Code) shall be accumulated and paid to Executive on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”) and (B) in the event any equity compensation awards held by the Executive that vest upon termination of the Executive’s “separation from service” employment constitute nonqualified deferred compensation within the meaning of Section 409A Section409A of the Code; , the delivery of shares of common stock (iior cash) if as applicable in settlement of such award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Code Section 1274(d) for the month in which the Executive’s separation from service occurs. If the Executive dies following during the Date of Termination postponement period, the amounts and prior to the payment of the any amounts entitlements delayed on account of Section 409A of the Code, such amounts Code shall be paid in accordance with Section 20 of this Agreement on the first to the personal representative occur of the Executive’s estate within Delayed Payment Date or 30 days after the date of the Executive’s death; and (iii) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

Delay of Payments. Notwithstanding anything herein any other provision of this Agreement to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are Employee is considered a party or in which the Executive is an eligible participant), (i) if the Executive is a “"specified employee” within the meaning " for purposes of Section section 409A of the Code (as determined in accordance with the methodology established by the Company Corporation and the Bank as in effect on the Date date of Terminationtermination), amounts (i) any payment that constitute constitutes nonqualified deferred compensation within the meaning of Section section 409A of the Code that would is otherwise be payable due to the Employee under this Agreement during the six-month period immediately following the Date of Termination on account of the Executive’s his separation from service shall instead be paid, (as determined in accordance with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) section 409A of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), Code) shall be accumulated and paid to Employee on the first business day of the seventh month following the Executive’s “his separation from service” service (the "Delayed Payment Date") and (ii) in the event any equity compensation awards held by the Employee that vest upon termination of the Employee's employment constitute nonqualified deferred compensation within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under section 409A on which the shares (or cash) would otherwise be delivered or paid. The Employee shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Code section 1274(d) for the month in which the Employee's separation from service occurs. If the Employee dies during the postponement period, the amounts and entitlements delayed on account of section 409A of the Code shall be paid to the personal representative person designated by the Employee in writing for this purpose, or in the absence of any such designation, to (i) his spouse if she survives him, or (ii) to his estate if his spouse does not survive him, on the first to occur of the Executive’s estate within Delayed Payment Date or 30 days after the date of the Executive’s Employee's death; and (iii) in no event . The foregoing shall the date of termination of Executive’s employment be deemed apply only to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Codethose payments required ​ ​ hereunder, and notwithstanding anything contained herein to the contraryif any, the date on which such separation from service takes place shall be the Date of Termination.that do not qualify as short term deferrals or an exempt pay arrangement under section 409A.

Delay of Payments. Notwithstanding anything herein to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates an Affiliated Entity are a party or in which the Executive is an eligible participant), (i1) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code Interest (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (ii2) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (iii3) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

Delay of Payments. Notwithstanding anything herein any other provision of this Agreement to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive Employee is an eligible participant), (i) if the Executive is considered a “specified employee” within the meaning for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date date of TerminationEmployee’s separation from service (as determined in accordance with Section 409A of the Code)), amounts any payment that constitute constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that would is otherwise be payable due to Employee under this Agreement during the six-month six (6)-month period immediately following the Date of Termination Employee’s separation from service on account of the ExecutiveEmployee’s separation from service shall instead be paid, accumulated and paid with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code (based on the rate “prime rate” as published in effect for the month in which the Executive’s Date of Termination occurs)The Wall Street Journal, plus one (1) percent) to Employee on the first business day of the seventh month following the Executive’s “his separation from service” within service (the meaning of Section 409A of “Delayed Payment Date”). If Employee dies during the Code; (ii) if postponement period, the Executive dies following the Date of Termination amounts and prior to the payment of the any amounts entitlements delayed on account of Section 409A of the Code, such amounts Code shall be paid either to Employee’s beneficiary or the personal representative of his estate on the Executive’s estate within first to occur of the Delayed Payment Date or 30 calendar days after the date of the ExecutiveEmployee’s death; and (iii) in no event shall . As soon as administratively feasible upon the date of termination of ExecutiveEmployee’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning , or if earlier, upon a Change of Section 409A of the Code, and notwithstanding anything contained herein to the contraryControl, the date on maximum amount which such may become payable to Employee after separation from service takes place (other than amounts that may be immediately payable), shall be contributed to the Date trustee of Terminationa “rabbi” trust substantially in the form attached hereto (the “Trust”). Such amounts that would otherwise be payable upon separation from service shall be held by the trustee pursuant to the terms of such Trust until paid to Employee.

Delay of Payments. Notwithstanding anything herein to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement Section 5 constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay Severance Payments and benefits Benefits Payment under this Agreement being aggregated with the separation pay and benefits payments under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive is an eligible participant), ): (i) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with interest accrued at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination separation from service occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (iii) in no event shall the date Date of termination of Executive’s employment Termination be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

Delay of Payments. Notwithstanding anything herein to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement Section 5 constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates an Affiliated Entity are a party or in which the Executive is an eligible participant), (i1) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code Interest (based on the rate in effect for the month in which the Executive’s Date of Termination separation from service occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (ii2) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (iii3) in no event shall the date Date of termination Termination of the Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

Delay of Payments. Notwithstanding anything herein any other provision of this Agreement to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are Employee is considered a party or in which the Executive is an eligible participant), (i) if the Executive is a “"specified employee” within the meaning " for purposes of Section section 409A of the Code (as determined in accordance with the methodology established by the Company JVB as in effect on the Date date of Terminationtermination), amounts (i) any payment that constitute constitutes nonqualified deferred compensation within the meaning of Section section 409A of the Code that would is otherwise be payable due to the Employee under this Agreement during the six-month period immediately following the Date of Termination on account of the Executive’s his separation from service shall instead be paid, (as determined in accordance with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) section 409A of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), Code) shall be accumulated and paid to Employee on the first business day of the seventh month following the Executive’s “his separation from service” service (the "Delayed Payment Date") and (ii) in the event any equity compensation awards held by the Employee that vest upon termination of the Employee's employment constitute nonqualified deferred compensation within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under section 409A on which the shares (or cash) would otherwise be delivered or paid. The Employee shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Code section 1274(d) for the month in which the Employee's separation from service occurs. If the Employee dies during the postponement period, the amounts and entitlements delayed on account of section 409A of the Code shall be paid to the personal representative person designated by the Employee in writing for this purpose, or in the absence of any such designation, to (1) his spouse if she survives him, or (ii) to his estate if his spouse does not survive him, on the first to occur of the Executive’s estate within Delayed Payment Date or 30 days after the date of the Executive’s Employee's death; and (iii) in no event . The foregoing shall the date of termination of Executive’s employment be deemed apply only to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Codethose payments required hereunder, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.if any that do not qualify as short term deferrals or an exempt pay arrangement under section 409A.

Delay of Payments. Notwithstanding anything herein any other provision of this Agreement to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive is an eligible participant), (i) if the Executive is considered a “specified employee” within the meaning for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company Corporation as in effect on the Date date of Terminationtermination), amounts (i) any payment that constitute constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be is payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, and is otherwise due to the Executive under this Agreement during the six-month period following his or her separation from service (as determined in accordance with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) 409A of the Code (based on Code) shall be accumulated and paid to the rate Executive in effect for the month in which the Executive’s Date of Termination occurs), a lump sum on the first business day of the seventh month following his or her separation from service (the “Delayed Payment Date”) and (ii) in the event any equity compensation awards held by the Executive that vest upon termination of the Executive’s “separation from service” employment constitute nonqualified deferred compensation within the meaning of Section 409A of the Code; , the delivery of shares of common stock (iior cash) if as applicable in settlement of such awards shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Code Section 1274(d) for the month in which the Executive’s separation from service occurs. If the Executive dies following during the Date of Termination postponement period, the amounts and prior to the payment of the any amounts entitlements delayed on account of Section 409A of the Code, such amounts Code shall be paid to the personal representative of his or her estate on the Executive’s estate within first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death; . In witness whereof, the parties have signed this Agreement as of [ ], 2012. CORPORATION: HUNTINGTON BANCSHARES INCORPORATED Xxxxxxx X. Xxxxxxxx EXECUTIVE: [NAME] Exhibit A RELEASE AGREEMENT This Release Agreement (this “Release Agreement”) is entered into by and between [EXECUTIVE] (iiithe “Executive”) and Huntington Bancshares Incorporated, a Maryland Corporation (the “Corporation”), effective as of the Effective Date (as defined in no event Section 5 of this Release Agreement). All capitalized terms used herein without definition shall have the date of termination of Executive’s employment be deemed meanings ascribed to occur until such terms in the Executive experiences a Agreement between the Executive and the Corporation, dated as of , 2012 (the “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of TerminationExecutive Agreement”).

Delay of Payments. Notwithstanding anything herein any other provision of this Agreement to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive is an eligible participant), (i) if the Executive is considered a “"specified employee” within the meaning " for purposes of Section section 409A of the Code (as determined in accordance with the methodology established by the Company Corporation and the Bank as in effect on the Date date of Terminationtermination), amounts (i) any payment that constitute constitutes nonqualified deferred compensation within the meaning of Section section 409A of the Code that would is otherwise be payable due to the Executive under this Agreement during the six-month period immediately following the Date of Termination on account of the Executive’s his separation from service shall instead be paid, (as determined in accordance with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) section 409A of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), Code) shall be accumulated and paid to Executive on the first business day of the seventh month following his separation from service (the "Delayed Payment Date") and (ii) in the event any equity compensation awards held by the Executive that vest upon termination of the Executive’s “separation from service” employment constitute nonqualified deferred compensation within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Code section 1274(d) for the month in which the Executive’s separation from service occurs. If the Executive dies during the postponement period, the amounts and entitlements delayed on account of section 409A of the Code shall be paid to the personal representative person designated by the Executive in writing for this purpose, or in the absence of any such designation, to (i) his spouse if she survives him, or (ii) to his estate if his spouse does not survive him, on the first to occur of the Executive’s estate within Delayed Payment Date or 30 days after the date of the Executive’s death; and (iii) in no event . The foregoing shall the date of termination of Executive’s employment be deemed apply only to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Codethose payments required hereunder, and notwithstanding anything contained herein to the contraryif any, the date on which such separation from service takes place shall be the Date of Termination.that do not qualify as short term deferrals or an exempt pay arrangement under section 409A.

Delay of Payments. Notwithstanding anything herein any other provision of this Agreement to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive is an eligible participant), (i) if the Executive is considered a “specified employee” within the meaning for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts (i) any payment that constitute constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be is payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, and is otherwise due to the Executive under this Agreement during the six-month period following his separation from service (as determined in accordance with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) 409A of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), Code) shall be accumulated and paid to Executive on the first (1st) business day of the seventh (7th) month following the Executive’s “his separation from service” within service (the meaning of Section 409A of the Code; “Delayed Payment Date”) and (ii) if in the event any equity compensation awards held by the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative that vest upon termination of the Executive’s estate within 30 days after the date of the Executive’s death; and (iii) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, and notwithstanding anything contained herein the delivery of shares of common stock (or cash) as applicable in settlement of such awards shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive shall be entitled to interest on any delayed cash payments from the Date of Termination to the contrary, Delayed Payment Date at a rate equal to the date on applicable federal short-term rate in effect under Code Section 1274(d) for the month in which such the Executive’s separation from service takes place occurs. If the Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of his estate on the first to occur of the Delayed Payment Date or thirty (30) days after the date of Terminationthe Executive’s death.

Delay of Payments. Notwithstanding anything herein to the contrary, if in the event that any amounts payable or benefits to be provided to the Executive under this Agreement Section 4 or any other arrangement to which the Executive is a party or participant constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive is an eligible participant)Code, (i) if the Executive is a “"specified employee” " within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a "Specified Employee"), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month six (6)-month period immediately following the Date of Termination on account by reason of a "separation from service" within the meaning of Section 409A of the Executive’s separation from service Code shall instead be paid, with interest at the applicable short-term federal rate provided for applicable under Section 7872(f)(2)(A) of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), on the first (1st) business day of the seventh (7th) month following the Executive’s “'s "separation from service” " within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s 's estate within 30 thirty (30) days after the date of the Executive’s 's death; and (iii) in no event shall the date of termination of Executive’s 's employment be deemed to occur until the Executive experiences a “"separation from service” " within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

Delay of Payments. Notwithstanding anything herein to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement Section 4 constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates an Affiliated Entity are a party or in which the Executive is an eligible participant), (i1) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code Interest (based on the rate in effect for the month in which the Executive’s Date of Termination separation from service occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (ii2) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 thirty (30) days after the date of the Executive’s death; and (iii3) in no event shall the date Date of termination Termination of the Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination. Section 14.

Delay of Payments. Notwithstanding anything herein to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement Section 4 constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates an Affiliated Entity are a party or in which the Executive is an eligible participant), (i1) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code Interest (based on the rate in effect for the month in which the Executive’s Date of Termination separation from service occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (ii2) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 thirty (30) days after the date of the Executive’s death; and (iii3) in no event shall the date Date of termination Termination of the Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

Delay of Payments. Notwithstanding anything herein any other provision of this Agreement to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive is an eligible participant), (i) if the Executive is considered a “specified employee” within the meaning for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company Corporation and the Bank as in effect on the Date date of Terminationtermination), amounts (A) any payment that constitute constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that would is otherwise be payable due to the Executive under this Agreement during the six-month period immediately following the Date of Termination on account of the Executive’s his separation from service shall instead be paid, (as determined in accordance with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) 409A of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), Code) shall be accumulated and paid to Executive on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”) and (B) in the event any equity compensation awards held by the Executive that vest upon termination of the Executive’s “separation from service” employment constitute nonqualified deferred compensation within the meaning of Section 409A of the Code; , the delivery of shares of common stock (iior cash) if as applicable in settlement of such award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Code Section 1274(d) for the month in which the Executive’s separation from service occurs. If the Executive dies following during the Date of Termination postponement period, the amounts and prior to the payment of the any amounts entitlements delayed on account of Section 409A of the Code, such amounts Code shall be paid in accordance with Section 20 of this Agreement on the first to the personal representative occur of the Executive’s estate within Delayed Payment Date or 30 days after the date of the Executive’s death; and (iii) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

Delay of Payments. Notwithstanding anything herein to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement Section 4 constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates an Affiliated Entity are a party or in which the Executive is an eligible participant), (i1) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code Interest (based on the rate in effect for the month in which the Executive’s Date of Termination separation from service occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (ii2) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 thirty (30) days after the date of the Executive’s death; and (iii3) in no event shall the date Date of termination Termination of the Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.. DocuSign Envelope ID: A317C92E-D055-4D96-A471-0DADD4A22A28

Delay of Payments. Notwithstanding anything herein any other provision of this Agreement to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive is an eligible participant), (i) if the Executive is considered a “specified employee” within the meaning for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company Corporation as in effect on the Date date of Terminationtermination), amounts (i) any payment that constitute constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be is payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, and is otherwise due to the Executive under this Agreement during the six-month period following his or her separation from service (as determined in accordance with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) 409A of the Code (based on Code) shall be accumulated and paid to the rate Executive in effect for the month in which the Executive’s Date of Termination occurs), a lump sum on the first business day of the seventh month following his or her separation from service (the “Delayed Payment Date”) and (ii) in the event any equity compensation awards held by the Executive that vest upon termination of the Executive’s “separation from service” employment constitute nonqualified deferred compensation within the meaning of Section 409A of the Code; , the delivery of shares of common stock (iior cash) if as applicable in settlement of such awards shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Code Section 1274(d) for the month in which the Executive’s separation from service occurs. If the Executive dies following during the Date of Termination postponement period, the amounts and prior to the payment of the any amounts entitlements delayed on account of Section 409A of the Code, such amounts Code shall be paid to the personal representative of his or her estate on the Executive’s estate within first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death; and (iii) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

Delay of Payments. Notwithstanding anything herein any other provision of this Agreement to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive is an eligible participant), (i) if the Executive is considered a “specified employee” within the meaning for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company Corporation as in effect on the Date date of Terminationtermination), amounts (i) any payment that constitute constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be is payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, and is otherwise due to the Executive under this Agreement during the six-month period following his separation from service (as determined in accordance with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) 409A of the Code (based on Code) shall be accumulated and paid to the rate Executive in effect for the month in which the Executive’s Date of Termination occurs), a lump sum on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”), and (ii) in the event any equity compensation awards held by the Executive that vest upon termination of the Executive’s “separation from service” employment constitute nonqualified deferred compensation within the meaning of Section 409A of the Code; , the delivery of shares of common stock (iior cash) if as applicable in settlement of such awards shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under Section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Code Section 1274(d) for the month in which the Executive’s separation from service occurs. If the Executive dies following during the Date of Termination postponement period, the amounts and prior to the payment of the any amounts entitlements delayed on account of Section 409A of the Code, such amounts Code shall be paid to the personal representative of his estate on the Executive’s estate within first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death; and (iii) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.