Common use of Paragraph No Clause in Contracts

Paragraph No. 10. (a) Subject to this Paragraph No. 10, severance payments payable to you under the Letter Agreement shall begin only upon the date of your “separation from service” (determined as set forth below) which occurs on or after the termination of your service with PLCM. The following rules shall apply with respect to distribution of the severance payments, if any, to be provided to you under the Letter Agreement, as applicable: (i) It is intended that each installment of the severance payments provided under the Letter Agreement shall be treated as a separate “payment” for purposes of Section 409A. Neither PLCM nor you shall have the right to accelerate or defer the delivery of any such severance payments except to the extent specifically permitted or required by Section 409A. (ii) If, as of the date of your “separation from service” from PLCM, you are not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments shall be made on the dates and terms set forth in the Letter Agreement. (iii) If, as of the date of your “separation from service” from PLCM, you are a “specified employee” (within the meaning of Section 409A), then: (A) Each installment of the severance payments due under the Letter Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when your separation from service occurs, be paid within the Short-Term Deferral Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A. For purposes of this Letter Agreement, the “Short-Term Deferral Period” means the period ending on the later of the 15th day of the third month following the end of your tax year in which the separation from service occurs and the 15th day of the third month following the end of PLCM’s tax year in which the separation from service occurs; and (B) Each installment of the severance payments due under the Letter Agreement that is not described in Paragraph No. 10(a)(iii)(A) and that would, absent this subparagraph, be paid within the six-month period following your “separation from service” from PLCM shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, your death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following your separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of your second taxable year following your taxable year in which the separation from service occurs.

Paragraph No. 109. (a) Subject to this Paragraph No. 109, severance payments payable to you under the Letter Agreement shall begin only upon the date of your “separation from service” (determined as set forth below) which occurs on or after the termination of your service with PLCM. The following rules shall apply with respect to distribution of the severance payments, if any, to be provided to you under the Letter Agreement, as applicable: (i) It is intended that each installment of the severance payments provided under the Letter Agreement shall be treated as a separate “payment” for purposes of Section 409A. Neither PLCM nor you shall have the right to accelerate or defer the delivery of any such severance payments except to the extent specifically permitted or required by Section 409A. (ii) If, as of the date of your “separation from service” from PLCM, you are not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments shall be made on the dates and terms set forth in the Letter Agreement. (iii) If, as of the date of your “separation from service” from PLCM, you are a “specified employee” (within the meaning of Section 409A), then: (A) Each installment of the severance payments due under the Letter Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when your separation from service occurs, be paid within the Short-Term Deferral Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A. For purposes of this Letter Agreement, the “Short-Term Deferral Period” means the period ending on the later of the 15th day of the third month following the end of your tax year in which the separation from service occurs and the 15th day of the third month following the end of PLCM’s tax year in which the separation from service occurs; and (B) Each installment of the severance payments due under the Letter Agreement that is not described in Paragraph No. 10(a)(iii)(A9(a)(iii)(A) and that would, absent this subparagraph, be paid within the six-month period following your “separation from service” from PLCM shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, your death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following your separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of your second taxable year following your taxable year in which the separation from service occurs.