Effect of Code Section 409A. (a) This Agreement shall be amended to the extent necessary to comply with Section 409A of the Code and regulations promulgated thereunder. Prior to such amendment, and notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Executive at such time if such payments shall subject the Executive to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank to the Executive at the earliest time permissible thereafter without the Executive having liability for such penalty tax under Section Code 409A.
Effect of Code Section 409A. Notwithstanding anything in this agreement to the contrary, if the Bank in good faith determines, as of the effective date of Executive’s termination of employment, that an amount (or any portion of an amount) payable to Executive hereunder, is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank will so advise Executive, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months, whereupon such amount or portion thereof shall be paid to Executive in a lump sum (together with interest thereon at the then-prevailing prime rate) on the first day of the seventh month following the effective date of Executive’s termination of employment. SIGNATURES
Effect of Code Section 409A. (a) Notwithstanding anything contained herein to the contrary, this Agreement shall be construed in a manner consistent with Section 409A of the Code and the parties shall take such actions as are required to comply in good faith with the provisions of Section 409A of the Code such that payments shall not be made to the Employee at such time if such payments shall subject the Employee to the penalty tax under Code Section 409A, but rather such payments shall be made by the Bank to the Employee at the earliest time permissible thereafter without the Employee having liability for such penalty tax under Section Code 409A.
Effect of Code Section 409A. This Agreement is intended to comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and its corresponding regulations and related guidance and shall be administered in accordance with Code Section 409A to the extent Code Section 409A applies to the Agreement. Notwithstanding any provision of this Agreement to the contrary, to the extent applicable, payments under this Agreement may only be made in a manner and upon an event permitted by Code Section 409A. To the extent that any provision of this Agreement would cause a conflict with the requirements of Code Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law. Whether or not a termination of employment has occurred will be determined in accordance with Treasury Regulation Section 1.409A-1(h). Notwithstanding anything in this Agreement to the contrary, if the BANK or its successors in good faith determines, as of the effective date of EXECUTIVE’s termination of employment, that an amount (or any portion of an amount) payable to EXECUTIVE hereunder, is required to be suspended or delayed for six months because the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i), then the Bank will so advise EXECUTIVE, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months, whereupon such amount or portion thereof shall be paid to EXECUTIVE in a lump sum (together with interest thereon at the then-prevailing prime rate) on the first day of the seventh month following the effective date of EXECUTIVE’s termination of employment.
Effect of Code Section 409A. 14.1 This Agreement will be construed and administered to preserve the exemption from Section 409A of the Code of payments that qualify as a short-term deferral or that qualify for the two-times separation pay exception. With respect to any amount that is subject to Section 409A of the Code, it is intended, and this Agreement will be so construed, that any such amount payable under this Agreement and the Company’s, Bank’s or Employee’s exercise of authority or discretion hereunder shall comply with the provisions of Code Section 409A and the treasury regulations relating thereto (“Section 409A”) so as not to subject Employee to the payment of interest and additional tax that may be imposed under Section 409A. Solely as necessary to comply with Section 409A, for purposes of this Agreement, “termination of employment” or “employment termination” or similar terms shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) of the Code. If a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. If the time period for making any payment commences in one calendar year and ends in the succeeding calendar year, then the payment shall not be paid (or commence) until the succeeding calendar year, and in no event shall the Employee, directly or indirectly, designate the calendar year of payment.
Effect of Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Bank in good faith determines, as of the effective date of the Employee’s termination of employment, that amounts payable to the Employee hereunder, are required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank will so advise the Employee, and any such payments shall be suspended and accrued for six months, whereupon they shall be paid to the Employee in a lump sum (together with interest thereon at the then-prevailing prime rate). The Employee agrees that the Bank shall be deemed to be in breach of this Agreement if it delays making a payment otherwise payable hereunder by reason of Section 409A.
Effect of Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Bank or the Company in good faith determine, as of the effective date of Executive’s termination of employment, that an amount (or portion of an amount) payable to Executive hereunder is required to be suspended or delayed for six months in order to satisfy the requirements of Section 409A of the Code, then the Bank and the Company will so advise Executive, and any such payment (or the minimum amount thereof) shall be suspended and accrued for six months, whereupon such amount (or portion thereof) shall be paid to Executive in a lump sum (together with interest thereon at the then-prevailing prime rate) on the first day of the seventh month following the effective date of Executive’s termination of employment. Executive agrees that the Bank shall not be in breach of this Agreement if it delays making a payment otherwise payable hereunder by reason of Section 409A.
Effect of Code Section 409A. It is expressly contemplated by the parties that this Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “Code”). Notwithstanding any other provision of this Agreement, if Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code, then the payment of any amount or the provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code and which is payable upon a separation from service shall be deferred for six (6) months after Employee’s “separation from service” or, if earlier, Employee’s death as required by Section 409A(a)(2)(B)(i) of the Code.
Effect of Code Section 409A. Payments and benefits under this Agreement are intended to comply with Section 409A of the Code (“Code Section 409A”), and all provisions of the Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof. Notwithstanding any provision of the Agreement to the contrary, in the event that Energen determines that any payments or benefits may or do not comply with Code Section 409A, Energen may amend this Agreement (without Executive consent) or take any other actions that Energen determines are necessary or appropriate to (i) exempt the payments of benefits hereunder from the application of Code Section 409A or preserve the intended tax treatment of the payment and benefits provided hereunder, or (ii) comply with the requirements of Code Section 409A. Without limiting the generality of the foregoing, in the event that Energen determines that a severance payment pursuant to Section 3 hereof would cause the imposition of an excise tax on the Executive pursuant to Code Section 409A(a)(1)(B) if made at the time set forth in Section 3, payment shall be made at the earliest date that payment can be made without the imposition of such excise tax.
Effect of Code Section 409A. Regardless of any other section of this Agreement, if the Corporation (or any successor, including another entity involved in a Change in Control with the Corporation) unilaterally and without the Employee's specific written consent takes (or fails to take) any action that generates an excise tax under Code Section 409A, the Corporation will distribute an additional amount sufficient to ensure that the Employee (or the Employee's beneficiary, if appropriate) retains an amount as large as the amount he would have retained but for that action. This undertaking applies to the effect of the excise taxes arising under Code Section 409A as well as any other excise taxes that might apply as a result of those taxes or this reimbursement.
