Deferred Incentive Awards will be paid if the Bank’s market value of equity to par value of capital stock ratio is equal to, or greater than 100%.

Deferred Payment. Ford and Ford credit may agree that payments under [Sections 4.5 through 4.7] of this Agreement may be made after the period prescribed. Payments that are not made within the prescribed period shall thereafter bear interest at a rate to be agreed upon by Ford and Ford Credit.

Deferred Compensation. Further, the Company shall provide an employer contribution to Pennypacker’s deferred compensation account under the Company’s Deferred Compensation Plan for the 2020 plan year in the amount of One Hundred Seventy-Five Thousand Dollars and Zero Cents ($175,000.00). The contribution shall be made by the Company at the same time when it makes contributions to other similar accounts for the 2020 plan year in or about March, 2021.

Deferred Compensation. Notwithstanding the forgoing provisions of this Section 6, if the Option constitutes deferred compensation within the meaning of Code Section 409A, no payment or settlement of the Option shall be made pursuant to [Section 4.2(b) or (c)])], unless the Corporate Transaction or the dissolution or liquidation of the Company, as applicable, constitutes a change in ownership of the Company or a substantial portion of its assets within the meaning of Treasury Regulation Section 1.409A-3(i)(5) or (vii), or change in effective control of the Company within the meaning of Treasury Regulation Section 1.409A(3)(i)(5)(vi).

Deferred Compensation. It is intended that any Award under this Plan shall either be exempt from Code Section 409A or shall comply, in form and operation, with Code Section 409A. If a Participant is a “specified employee” as defined under Code Section 409A and the Participant’s Award is to be settled on account of the Participant’s separation from service (for reasons other than death) and such Award constitutes “deferred compensation” as defined under Code Section 409A, then any portion of the Participant’s Award that would otherwise be settled during the six-month period commencing on the Participant’s separation from service shall be settled as soon as practicable following the conclusion of the six-month period (or following the Participant’s death if it occurs during such six-month period). Any Awards that are subject to Code Section 409A shall be interpreted in a manner that complies with Code Section 409A.

Deferred Shares. The shares underlying the Participant’s Restricted Stock Unit award and/or Performance Stock Unit award that are deferred under the Deferral Plan shall be issued under the LTIP and held in a rabbi trust until such shares are distributed.

Deferred Compensation. Effective as of October 28, 2021, no Participant shall be permitted to make any new election to defer compensation as described in Sections 7 and 8 of the Plan. Prior to October 28, 2021, any Participant may elect, in accordance with Section 8 of this Plan, to defer the receipt of a portion of the compensation otherwise payable to him by the Company. The Participant may designate the portion to be deferred, which shall not be less than the minimum, nor more than the maximum, dollar amount or percentage established from time to time by the Global Compensation Department, prior to the calendar year in which the Participant performed the services that entitled him to the compensation being deferred. The Global Compensation Department shall determine any such minimum or maximum separately with respect to each category of compensation potentially to be deferred (e.g., base salary, cash bonus award or other types of compensation).

Deferred Compensation. “Deferred Compensation” means the amount of the Fees of the Participant deferred pursuant to this Plan.

Deferred Compensation Accounts. The Company shall maintain a bookkeeping Deferred Compensation Account for the Deferred Compensation of each participating Director. With respect to any Deferred Compensation deferred by Director hereunder, such Deferred Compensation shall be denominated in Deferred Stock Units.

Deferred Compensation Contributions. Subject to Executive’s continued employment hereunder, the Company will continue to make contributions to Executive’s account under the ​ Deferred Compensation Plan (each, a “Contribution”) through September 30, 2023. Such Contributions shall consist of a $37,500 Contribution on December 31, 2022 and a $50,000 Contribution on June 30, 2023. In addition, subject to Executive’s continued employment through the payment date and Executive’s execution and nonrevocation of the Supplemental Release (as defined below), the Company will pay Executive a lump sum of $175,000 within thirty (30) days following the Separation Date in lieu of any additional Contributions to such plan.