Common use of Payment Delay Clause in Contracts

Payment Delay. If the Executive is deemed at the time of his termination of employment to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code (as determined by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto)), to the extent delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Agreement), including, without limitation, any portion of the additional compensation awarded pursuant to this Section 7, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (I) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code), or (II) the date of the Executive’s death. Upon the earlier of such dates, all payments delayed pursuant to this Section 7(e) shall be paid in a lump sum to the Executive, and any remaining payments due under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Agreement) shall be paid as otherwise provided in accordance with its terms.

Payment Delay. If Notwithstanding anything to the contrary in this Agreement, to the extent any payments to Executive pursuant to this Agreement are non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then (i) to the extent required by Section 409A of the Code, no amount shall be payable unless Executive’s termination of employment constitutes a Separation from Service (as defined below), and (ii) if Executive is deemed at the time of his termination of employment Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code (as determined by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (includingCode, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto)), then to the extent delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Agreement), including, without limitation, any portion of the additional compensation awarded pursuant to this Section 7, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (IA) the expiration of the six (6)-month six-month period measured from the date of the Executive’s “separation Separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code), Service or (IIB) the date of the Executive’s death. Upon the earlier of such dates, all payments delayed deferred pursuant to this Section 7(e17(a) shall be paid in a lump sum to Executive. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Executive, and any remaining payments due under this Agreement (or Code as of the time of his Separation from Service shall made by the Corporation in accordance with an award granted to the Executive pursuant to terms of Section 409A of the 2012 Agreement or Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto). For purposes of this Agreement, a “Separation from Service” shall mean Executive’s “separation from service” with the 2008 AgreementCorporation as such term is defined in Treasury Regulation Section 1.409A-1(h) shall be paid as otherwise provided in accordance with its termsand any successor provision thereto.

Payment Delay. If the Executive is deemed at the time of his termination of employment to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code (as determined by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto)), to the extent delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Prior Agreement), including, without limitation, any portion of the additional compensation awarded pursuant to this Section 76, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the CodeCode (any such delayed commencement, a “Payment Delay”), such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (I) the expiration of the six (6)-month six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code), ) or (II) the date of the Executive’s death. Upon the earlier of such dates, all payments delayed pursuant to this Section 7(e6(d) shall be paid in a lump sum to the Executive, and any remaining payments due under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Prior Agreement) shall be paid as otherwise provided in accordance with its terms.” 6. The subsections of Section 6 of the Employment Agreement currently designated (d) and (e) are redesignated as subsections (e) and (f), effective as of January 1, 2009, and all references to such subsections in the Employment Agreement (as in effect prior to this Amendment No. 1) shall be revised accordingly. 7. Section 6(f)(2)(B) of the Employment Agreement as redesignated is amended by inserting in the “Good Reason” definition the word “material” before the word “reduction” in the fifth line thereof, effective as of January 1, 2009. 8. Section 6(f)(3) of the Employment Agreement as redesignated is amended by inserting in the “Disability” definition the following language after the word “illness” in the second line, effective as of January 1, 2009: “that is expected to result in death or continue for not less than 12 months”

Payment Delay. If Notwithstanding anything herein to the Executive contrary, to the extent any payments to Employee pursuant to Section 8 are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (i) no amount shall be payable pursuant to such section unless Employee's termination of employment constitutes a "'separation from service" with the Company (as such term is deemed defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a "Separation from Service"), (ii) if any of the amounts described in Sections 8(a)(i)-(ii) above constitute non-qualified deferred compensation subject to Section 409A of the Code then any such amounts that become payable hereunder shall in all cases be paid in two installment payments pursuant to the terms described in the last paragraph of Section 8(a), provided that the first lump-sure payment shall be paid on the 60th day following Employee's Separation from Service subject to clause (iii) of this Section 9(a) and (iii) if Employee, at the time of his termination of employment Separation from Service, is determined by the Company to be a “"specified employee” " for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any portion of the termination benefits payable to Employee pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(1) of the Code (any such delayed commencement, a "Payment Delay"), then such portion of Employee's termination benefits described in Section 8 shall not be provided to Employee prior to the earlier of (A) the expiration of the six-month period measured from the date of Employee's Separation from Service, (B) the date of Employee's death or (C) such earlier date as determined is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Employee within thirty (30) days following such expiration, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Employee is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, including without limitation, limitation Treasury Regulation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto)), to the extent delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Agreement), including, without limitation, any portion of the additional compensation awarded pursuant to this Section 7, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (I) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code), or (II) the date of the Executive’s death. Upon the earlier of such dates, all payments delayed pursuant to this Section 7(e) shall be paid in a lump sum to the Executive, and any remaining payments due under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Agreement) shall be paid as otherwise provided in accordance with its terms.

Payment Delay. If Notwithstanding anything herein to the Executive contrary, to the extent any payments to the Employee pursuant to Section 8 are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (i) no amount shall be payable pursuant to such section unless the Employee's termination of employment constitutes a "separation from service" with the Company (as such term is deemed defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a "Separation from Service"), and (ii) if the Employee, at the time of his termination of employment Separation from Service, is determined by the Company to be a “"specified employee” " for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any portion of the termination benefits payable to the Employee pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a "Payment Delay"), then such portion of the Employee's termination benefits described in Section 8 shall not be provided to the Employee prior to the earlier of (A) the expiration of the six-month period measured from the date of the Employee's Separation from Service, (B) the date of the Employee's death or (C) such earlier date as determined is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to the Employee within thirty (30) days following such expiration, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether the Employee is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, including without limitation, limitation Treasury Regulation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto)), to the extent delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Agreement), including, without limitation, any portion of the additional compensation awarded pursuant to this Section 7, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (I) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code), or (II) the date of the Executive’s death. Upon the earlier of such dates, all payments delayed pursuant to this Section 7(e) shall be paid in a lump sum to the Executive, and any remaining payments due under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Agreement) shall be paid as otherwise provided in accordance with its terms.

Payment Delay. If the Executive is deemed at the time of his termination of employment to be a “"specified employee” " for purposes of Section 409A(a)(2)(B)(i) of the Code (as determined by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto)), to the extent delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Prior Agreement), including, without limitation, any portion of the additional compensation awarded pursuant to this Section 76, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the CodeCode (any such delayed commencement, a "Payment Delay"), such portion of the Executive’s 's termination benefits shall not be provided to the Executive prior to the earlier of (I) the expiration of the six (6)-month six-month period measured from the date of the Executive’s “'s "separation from service” " with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code), ) or (II) the date of the Executive’s 's death. Upon the earlier of such dates, all payments delayed pursuant to this Section 7(e6(e) shall be paid in a lump sum to the Executive, and any remaining payments due under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Prior Agreement) shall be paid as otherwise provided in accordance with its terms.

Payment Delay. If Notwithstanding anything herein to the Executive contrary, to the extent any payments to Employee pursuant to Section 5(a) are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (i) no amount shall be payable pursuant to such section unless Employee’s termination of employment constitutes a “separation from service” with the Company (as such term is deemed defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), and (ii) if Employee, at the time of his termination of employment Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any portion of the termination benefits payable to Employee pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of Employee’s termination benefits described in Section 5(a) shall not be provided to Employee prior to the earlier of (A) the expiration of the six-month period measured from the date of Employee’s Separation from Service, (B) the date of Employee’s death or (C) such earlier date as determined is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Employee within thirty (30) days following such expiration, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, including without limitation, limitation Treasury Regulation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto)), to the extent delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Agreement), including, without limitation, any portion of the additional compensation awarded pursuant to this Section 7, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (I) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code), or (II) the date of the Executive’s death. Upon the earlier of such dates, all payments delayed pursuant to this Section 7(e) shall be paid in a lump sum to the Executive, and any remaining payments due under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Agreement) shall be paid as otherwise provided in accordance with its terms.

Payment Delay. If Notwithstanding anything in this Agreement to the Executive is deemed at contrary, if, as of the time date on which ▇▇▇▇▇▇▇ terminates employment within the meaning of his termination of employment to be Section 6(g), ▇▇▇▇▇▇▇ qualifies as a “specified employee” for purposes within the meaning of Treasury Regulation Section 409A(a)(2)(B)(i) 1.409A-1(i), payment of the Code Severance Benefits, other than the COBRA Premium, payments of all other amounts under Section 7 that are payable in installments, and all reimbursements and tax gross-up payments payable hereunder upon a termination of employment shall delayed for six months and, as so accumulated, except with respect to gross-up payments, which shall be paid no later than the end of the applicable tax year, the postponed amount shall be paid to ▇▇▇▇▇▇▇ in a single lump sum (as determined by with interest, if applicable) on the Company in accordance with first day of the terms seventh month following the Date of Termination. Notwithstanding the foregoing, if ▇▇▇▇▇▇▇ dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Code and applicable guidance thereunder Code, with interest (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto)if applicable), shall be paid to the extent delayed commencement personal representative of any portion of the termination benefits to which the Executive is entitled under this Agreement (or ▇▇▇▇▇▇▇’▇ estate, in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Agreement)a single lump sum, including, without limitation, any portion of the additional compensation awarded pursuant to this Section 7, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (I) the expiration of the six (6)-month period measured from within 60 days after the date of the Executive’s “separation from service” ▇▇▇▇▇▇▇’▇ death, with the Company (as such term exact date of payment to be determined by RAI in its discretion. A “specified employee” shall mean an employee who, at any time during the 12 month period ending on the identification date, is defined in the Department of Treasury Regulations issued a “specified employee” under Section 409A of the Code), or (II) as determined by the date Board. The determination of “specified employees,” including the Executive’s death. Upon number and identity of persons considered “specified employees” and the earlier of such datesidentification date, all payments delayed pursuant to this Section 7(e) shall be paid in a lump sum to made by the Executive, and any remaining payments due under this Agreement (or Board in accordance with an award granted to the Executive pursuant to provisions of Sections 416(i) and 409A of the 2012 Agreement or Code and the 2008 Agreement) shall be paid as otherwise provided in accordance with its termsregulations issued thereunder.

Payment Delay. If Notwithstanding anything to the contrary in this Agreement, to the extent any payments to Executive pursuant to this Agreement are non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then (i) to the extent required by Section 409A of the Code, no amount shall be payable unless Executive’s termination of employment constitutes a Separation from Service (as defined below), and (ii) if Executive is deemed at the time of his termination of employment her Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code (as determined by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (includingCode, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto)), then to the extent delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Agreement), including, without limitation, any portion of the additional compensation awarded pursuant to this Section 7, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (IA) the expiration of the six (6)-month 6) month period measured from the date of the Executive’s “separation Separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code), Service or (IIB) the date of the Executive’s death. Upon the earlier of such dates, all payments delayed deferred pursuant to this Section 7(e6(f) shall be paid in a lump sum to Executive. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Executive, and any remaining payments due under this Agreement (or Code as of the time of her Separation from Service shall made by the Corporation in accordance with an award granted to the Executive pursuant to terms of Section 409A of the 2012 Agreement or Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto). For purposes of this Agreement, a “Separation from Service” shall mean Executive’s “separation from service” with the 2008 AgreementCorporation as such term is defined in Treasury Regulation Section 1.409A-1(h) shall be paid as otherwise provided in accordance with its termsand any successor provision thereto.

Payment Delay. If Notwithstanding anything herein to the contrary, to the extent any payments to Executive pursuant to Sections 6, 7, 9 or 11 are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (i) no amount shall be payable pursuant to such section unless Executive’s termination of employment constitutes a “separation from service” with the Company (as such term is deemed defined in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), and (ii) if Executive, at the time of his termination of employment Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any portion of the termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of the Executive’s termination benefits described in Section 6, 7, 9 or 11, as determined the case may be, shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of the Executive’s Separation from Service, (B) the date of the Executive’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be paid in a lump sum to Executive within 30 days following such expiration, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, including without limitation, limitation Treasury Regulation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto)), to the extent delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Agreement), including, without limitation, any portion of the additional compensation awarded pursuant to this Section 7, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (I) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code), or (II) the date of the Executive’s death. Upon the earlier of such dates, all payments delayed pursuant to this Section 7(e) shall be paid in a lump sum to the Executive, and any remaining payments due under this Agreement (or in accordance with an award granted to the Executive pursuant to the 2012 Agreement or the 2008 Agreement) shall be paid as otherwise provided in accordance with its terms.