Key Employee Six Month Deferral. Notwithstanding anything to the contrary in this Agreement, if Executive qualifies as a “specified employee” as defined in Code Section 409A, a payment of nonqualified deferred compensation paid on account of a Termination of Employment may not be made until at least six (6) months after such Termination of Employment. Any such payment otherwise due in such six (6) month period shall be suspended and become payable at the end of such six (6) month period.
Key Employee Six Month Deferral. Notwithstanding anything to the contrary in this Section 15, if any such payments set forth in paragraph 15(a) are classified as nonqualified deferred compensation, as defined in Internal Revenue Code Section 409A and the regulations thereunder, such payments subject to Section 409A shall be deferred until at least six (6) month after the date of termination. Any payment of nonqualified deferred compensation otherwise due in such six (6) month period shall be suspended and become payable in a lump sum at the end of such six (6) month period, and shall not otherwise be subject to any offset or reduction pursuant to paragraph 15(b) above solely because of said deferral. However, any payments not subject to Section 409A shall be immediately payable pursuant to Section 15(a) and will not be suspended or deferred.
Key Employee Six Month Deferral. Notwithstanding anything to the contrary in this Section 2, a “Specified Employee” may not receive a payment of nonqualified deferred compensation, as defined in Code Section 409A and the regulations thereunder, until at least six months after a Date of Termination. Any payment of nonqualified deferred compensation otherwise due in such six month period shall be suspended and become payable at the end of such six month period. A “Specified Employee,” for each calendar year, means an employee who is a key employee, as defined by the Company in accordance with Section 409A and the regulations thereunder. Section 3: Non-Competition. EXHIBIT 10.5 The provisions of this Section 3 and any related provisions shall survive termination of this Agreement and/or Executive’s employment with the Company and do not supersede, but are in addition to and not in lieu of, any other agreements signed by Executive concerning non competition, confidentiality, solicitation of employees, or trade secrets (whether included in a stock option agreement or otherwise), and are included in consideration for the Company entering into this Agreement. Executive’s right to receive and retain the benefits specified in Section 2 are conditioned upon Executive’s compliance with the terms of this Section 3:
Key Employee Six Month Deferral. Notwithstanding anything to the contrary in this Section 4, if the Executive is a Specified Employee on his Date of Termination, he may not receive a payment of nonqualified deferred compensation, as defined in Code Section 409A and the regulations thereunder, until at least six months after the Date of Termination. Any payment of nonqualified deferred compensation otherwise due in such six-month period shall be suspended and become payable at the end of such six-month period. A “Specified Employee,” for each calendar year, means an employee who is a key employee, as defined by the Company in accordance with Section 409A and the regulations thereunder.
Key Employee Six Month Deferral. Notwithstanding anything to the contrary in this Section 4, if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then, with respect to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service”, only that portion of such severance payments up to the 409A Limit (as defined below) may be made within the first six months following the Executive’s Date of Termination in accordance with the applicable severance schedule; provided that all the severance payments below the 409A Limit must be paid no later than the last day of the second year following the year in which the Executive’s Date of Termination occurs. For purposes of this Plan, the “409A Limit” means the lesser of: (i) two (2) times the Executive’s W-2 compensation; and (ii) two (2) times the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive’s Date of Termination occurs. Any portion of such severance payments in excess of the 409A Limit shall accrue and, to the extent such severance payments would otherwise have been payable within the first six (6) months following the Executive’s Date of Termination, will become payable on the date that is six (6) months and one (1) day following the date of the Executive’s Date of Termination. All subsequent severance payments, if any, will be payable as provided in the applicable severance schedule.
Key Employee Six Month Deferral. Notwithstanding anything to the contrary in this Section 4, a “Specified Employee” may not receive a payment of nonqualified deferred compensation, as defined in Code Section 409A and the regulations thereunder, until at least six months after a Date of Termination. Any payment of nonqualified deferred compensation otherwise due in such six month period shall be suspended and become payable at the end of such six month period. A “Specified Employee,” for each calendar year, means an employee who is a key employee, as defined by the Company in accordance with Section 409A and the regulations thereunder.
