Common use of Payments to Specified Employees Clause in Contracts

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employee’s Separation from Service, Employee is a Specified Employee (as defined below), then to the extent required for Employee not to incur additional taxes pursuant to Section 409A of the Code, no such 409A Payment shall be made to Employee before the earlier of (i) six months after Employee’s Separation from Service; or (ii) the date of Employee’s death. Should this Section 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee by the Company during such delay period at Employee’s expense. Should this Section 15 result in payments or benefits to Employee at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated in this Agreement, provided, however, that any amounts that would have been payable earlier but for the application of this Section 15, as well as reimbursement of the amount Employee paid for benefits pursuant to the preceding sentence, shall be paid in lump sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this Agreement. For purposes of this Section 15, the term “Specified Employee” shall have the meaning set forth in Section 409A of the Code, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, to the extent permissible under Section 409A of the Code, subsidiaries and affiliates of the Company are those included by using a 20% standard to define the controlled group under Code Section 1563(a) in lieu of the 50% default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee to less than 50% of the average level of services performed by Employee during the immediately preceding 12-month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employeethe Executive’s Separation from Service, Employee the Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Executive sooner than the earlier of (i) six (6) months after Employeethe Executive’s Separation from Service; or (ii) the date of EmployeeExecutive’s death. Should this Section 15 13 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 13 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1513, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) PrimeRrate quoted by XX Xxxxxx Xxxxx on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 1513, the term “Specified Employee” shall have the meaning set forth in Section 409A of the Code, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, to the extent permissible under Section 409A of the Code, subsidiaries and affiliates of the Company are those included by using a 20% standard to define the controlled group under Code Section 1563(a) in lieu of the 50% default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee to less than 50% of the average level of services performed by Employee during the immediately preceding 12-month period.409A.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of EmployeeExecutive’s Separation from Service, Employee Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before Executive earlier than the earlier of (i) six (6) months after EmployeeExecutive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 15, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 15, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee Executive to less than fifty percent (50% %) of the average level of services performed by Employee Executive during the immediately preceding twelve (12-) month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of the Employee’s Separation from Service, the Employee is a Specified Employee (as defined below)Employee, then to the extent required for Employee not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to the Employee before earlier than the earlier of (i) six (6) months after the Employee’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 21 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Employee by the Company during such delay period at Employee’s expense. Should this Section 15 21 result in payments or benefits to Employee at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1521, as well as reimbursement of the amount Employee paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this Agreement. For purposes of this Section 1521, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by the Employee to less than fifty (50% %) of the average level of services performed by the Employee during the immediately preceding 12-month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employeethe Executive’s Separation from Service, Employee the Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Executive earlier than the earlier of (i) six (6) months after Employeethe Executive’s Separation from Service; or (ii) the date of Employee’s her death. Should this Section 15 22 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 22 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1522, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 1522, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee the Executive to less than fifty (50% %) of the average level of services performed by Employee the Executive during the immediately preceding 12-month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a “separation from service” pursuant to Code Section 409A (“Separation from Service”), then, if on the date of Employeethe Executive’s Separation from Service, Employee the Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Executive earlier than the earlier of (i) six (6) months after Employeethe Executive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 otherwise paragraph 25 result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 paragraph 25 result in a delay of payments or benefits to Employee at a later time than otherwise would have been made under this AgreementExecutive, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 15, paragraph 25 as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this AgreementDate. For purposes of this Section 15paragraph 25, the term terms “Specified Employee” and “Separation from Service” shall have the meaning set forth in Code Section 409A of the Code, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, to the extent permissible under Section 409A of the Code, subsidiaries and affiliates of the Company are those included by using a 20% standard to define the controlled group under Code Section 1563(a) in lieu of the 50% default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee the Executive to less than fifty (50% %) of the average level of services performed by Employee the Executive during the immediately preceding 12-month periodperiod (or period of service if less than 12 months).

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a “separation from service” pursuant to Code Section 409A (“Separation from Service”), then, if on the date of the Employee’s 's Separation from Service, the Employee is a Specified Employee (as defined below)Employee, then to the extent required for Employee not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to the Employee before earlier than the earlier of (i) six (6) months after the Employee’s 's Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 21 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Employee by the Company during such delay period at Employee’s 's expense. Should this Section 15 21 result in payments or benefits to Employee at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1521, as well as reimbursement of the amount Employee paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this Agreement. For purposes of this Section 1521, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by the Employee to less than fifty percent (50% %) of the average level of services performed by the Employee during the immediately preceding 12-month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of EmployeeExecutive’s Separation from Service, Employee Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before Executive earlier than the earlier of (i) six (6) months after EmployeeExecutive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 15, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the The Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 15, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee Executive to less than fifty percent (50% %) of the average level of services performed by Employee Executive during the immediately preceding twelve (12-) month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employeethe Executive’s Separation from Service, Employee the Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Executive earlier than the earlier of (i) six (6) months after Employeethe Executive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 19 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 19 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1519, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 1519, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee the Executive to less than fifty (50% %) of the average level of services performed by Employee the Executive during the immediately preceding 12-month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of EmployeeExecutive’s Separation from Service, Employee Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before Executive earlier than the earlier of (i) six (6) months after EmployeeExecutive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 16 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 16 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1516, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 1516, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee Executive to less than fifty percent (50% %) of the average level of services performed by Employee Executive during the immediately preceding twelve (12-) month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employeethe Executive’s Separation from Service, Employee the Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Executive earlier than the earlier of (i) six (6) months after Employeethe Executive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 22 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 22 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1522, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 1522, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee the Executive to less than fifty (50% %) of the average level of services performed by Employee the Executive during the immediately preceding 12-month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employee’s Separation from Service, Employee is a Specified Employee (as defined below)Employee, then to the extent required for Employee not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before earlier than the earlier of (i) six (6) months after Employee’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee by the Company during such delay period at Employee’s expense. Should this Section 15 result in payments or benefits to Employee at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 15, as well as reimbursement of the amount Employee paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this Agreement. For purposes of this Section 15, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee to less than fifty percent (50% %) of the average level of services performed by Employee during the immediately preceding twelve (12-) month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employeethe Executive’s Separation from Service, Employee the Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Executive sooner than the earlier of (i) six (6) months after Employeethe Executive’s Separation from Service; or (ii) the date of EmployeeExecutive’s death. Should this Section 15 13 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 13 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1513, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) PrimeRate quoted by XX Xxxxxx Xxxxx on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 1513, the term “Specified Employee” shall have the meaning set forth in Section 409A of the Code, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, to the extent permissible under Section 409A of the Code, subsidiaries and affiliates of the Company are those included by using a 20% standard to define the controlled group under Code Section 1563(a) in lieu of the 50% default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee to less than 50% of the average level of services performed by Employee during the immediately preceding 12-month period.409A.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employeethe Executive’s Separation from Service, Employee the Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Executive earlier than the earlier of (i) six (6) months after Employeethe Executive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 22 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 22 result in of payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1522, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 1522, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee the Executive to less than fifty (50% %) of the average level of services performed by Employee the Executive during the immediately preceding 12-month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of EmployeeExecutive’s Separation from Service, Employee Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before Executive earlier than the earlier of (i) six (6) months after EmployeeExecutive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 16 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 16 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1516, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this Agreement. For purposes of this Section 15, the term “Specified Employee” shall have the meaning set forth in Section 409A of the Code, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, to the extent permissible under Section 409A of the Code, subsidiaries and affiliates of the Company are those included by using a 20% standard to define the controlled group under Code Section 1563(a) in lieu of the 50% default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee to less than 50% of the average level of services performed by Employee during the immediately preceding 12-month period.of

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a “separation from service” pursuant to Code Section 409A (“Separation from Service”), then, if on the date of the Employee’s Separation from Service, the Employee is a Specified Employee (as defined below)Employee, then to the extent required for Employee not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to the Employee before earlier than the earlier of (i) six (6) months after the Employee’s Separation from Service; or (ii) the date of Employee’s death. Should this Section 15 otherwise 11 result in the a delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee by the Company during such delay period at Employee’s expense. Should this Section 15 result in payments or benefits to Employee at a later time than otherwise would have been made under this AgreementEmployee, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 15, as well as reimbursement of the amount Employee paid for benefits pursuant to the preceding sentence11, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this AgreementDate. For purposes of this Section 1511, the term terms “Specified Employee” and “Separation from Service” shall have the meaning set forth in Code Section 409A of the Code, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, to the extent permissible under Section 409A of the Code, subsidiaries and affiliates of the Company are those included by using a 20% standard to define the controlled group under Code Section 1563(a) in lieu of the 50% default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by the Employee to less than 50% twenty (20%) of the average level of services performed by the Employee during the immediately preceding 12-month periodperiod (or period of service if less than 12 months).

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employeethe Consultant’s Separation from Service, Employee the Consultant is a Specified Employee (as defined below)Employee, then to the extent required for Employee the Consultant not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Consultant earlier than the earlier of (i) six (6) months after Employeethe Consultant’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Consultant by the Company during such delay period at Employeethe Consultant’s expense. Should this Section 15 result in payments or benefits to Employee the Consultant at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 15, as well as reimbursement of the amount Employee the Consultant paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee the Consultant as should have been made under this Agreement. For purposes of this Section 15, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee the Consultant to less than fifty percent (50% %) of the average level of services performed by Employee the Consultant during the immediately preceding twelve (12-) month period.