BB&T 2015 Annual Report Download - page 344

 means the calendar year in which Executive’s Termination Date occurs.
.
  To the extent applicable, the parties hereto intend that this Agreement comply with Section 409A
of the Code and all regulations, guidance, or other interpretative authority thereunder (“”) or an exemption or exclusion
therefrom. The parties hereby agree that this Agreement shall be construed in a manner to comply with Section 409A and that should
any provision be found not in compliance with Section 409A, the parties are hereby contractually obligated to execute any and all
amendments to this Agreement deemed necessary and required by legal counsel for Employer to achieve compliance with Section
409A. By execution and delivery of this Agreement, Executive irrevocably waives any objections Executive may have to the
amendments required by Section 409A.
 . Notwithstanding anything contained in this Agreement to the contrary, if at the time of
Executive’s “separation from service” (as defined in Section 409A) Executive is a “specified employee” (within the meaning of
Section 409A and the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit
that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s
separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the
exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from
service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year
in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that
constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to
Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or
reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months
following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period
shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any
group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or
future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within
the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month
following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments.
If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred
compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall
be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date
of Executive’s death.
    . Notwithstanding any other provision of the applicable plans and
programs, all reimbursements and in-kind benefits provided
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Source: BB&T CORP, 10-K, February 25, 2016 Powered by Morningstar® Document Research℠
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