Notwithstanding anything in this Agreement to the contrary, any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) and the regulations promulgated thereunder, as such statutory provision and regulations may be amended, superseded and/or replaced from time to time. If a payment due to Employee under this Agreement constitutes “deferred compensation” (as defined in Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) and such payment is scheduled to be paid within six months after the Resignation Date, then such payment shall be paid within 15 calendar days after the end of the six-month period that begins on the Resignation Date. If Employee dies prior to the date that payments are required to commence in accordance with the previous sentence, then payment shall be made in a lump sum within 15 calendar days after the appointment of the personal representative or executor of Employee’s estate following his death. This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of Internal Revenue Code of 1986, as amended (the “ Code ”), and any Treasury Regulations and guidance promulgated thereunder. Should any provision of this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, then such provision may be modified and given effect (retroactively if necessary), in the sole discretion of the Employer and without Employee’s consent, in such manner as the Employer determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary: (a) in no event shall the Employer exercise its discretion to accelerate the timing or settlement of any required payment hereunder where such payment constitutes deferred compensation within the meaning of Section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under Treasury Regulation section 1.409A-3(j)(4) or any successor provision; and (b) the Employer shall have no liability to Employee, including, without limitation, for any taxes or penalties that may be imposed on Employee, in the event that any provision of this Agreement is not compliant with, or exempt from, Section 409A of the Code. As used in this Agreement, the terms “termination of employment”, “resignation” and words of similar import mean, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A of the Code, Employee’s “separation from service” as defined in Section 409A of the Code.