Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to Employee pursuant to Section 14 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation Section 1.409A-1(b)(4) (Short-Term Deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) shall be paid in a lump sum to Employee. 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 without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contraryContrary, to the maximum extent permitted by applicable law, amounts the severance payments payable to Employee pursuant to Section 14 9 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(91.409A-1(b)(9)(iii) (Separation Pay Plansrelating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (Shortrelating to short-Term Deferralsterm deferrals). However, to the extent any such payments are treated as “non-qualified deferred compensation compensation” subject to Section 409A of the Code, then and if Employee is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) 10.b. shall be paid in a lump sum to Employee. 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 Employer in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to Employee pursuant to Section 14 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation Section 1.409A-1(b)(4) (Short-Term Deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) shall be paid in a lump sum to Employee. 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 Matador in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained to the contrary in this Agreement to the contraryAgreement, to the maximum extent permitted by applicable law, amounts any severance payments payable to Employee pursuant to Section 14 Executive under this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(91.409A-1(b)(9)(iii) (Separation Pay Plansrelating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (Shortrelating to short-Term Deferralsterm deferrals). However, to the extent any such payments are treated as “non-qualified deferred compensation compensation” subject to Section 409A of the Code, then and if Employee Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee Executive is entitled under this Agreement is required in order to avoid a prohibited distribution payment under Section 409A(a)(2)(B)(i) of the Code, such portion of EmployeeExecutive’s termination benefits shall not be provided to Employee the Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of EmployeeExecutive’s Separation from Service or (ii) the date of EmployeeExecutive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) shall be paid in a lump sum to EmployeeExecutive (or Executive’s estate). The determination of whether Employee 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 be made by the Company in accordance with the terms of Section 409A of the Code Code, and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in All payments pursuant to this Agreement shall be subject to the contrary, provisions of this Section 12. This Agreement is intended to be interpreted and operated to the maximum fullest extent permitted by applicable law, amounts payable to Employee pursuant to Section 14 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation Section 1.409A-1(b)(4) (Short-Term Deferrals). However, to possible so that the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the and benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits either shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured exempt from the date of Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) shall be paid in a lump sum to Employee. 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 requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or shall comply with the requirements of Section 409A; provided, however, that notwithstanding anything to the contrary in this Agreement in no event shall the Company be liable to the Employee for or with respect to any taxes, penalties or interest which may be imposed upon the Employee pursuant to Section 409A. For purposes of this Agreement, the date on which a “separation from service” pursuant to Section 409A (“Separation from Service”) occurs shall be treated as the termination of employment date for purposes of determining the timing of payments under this Agreement to the extent necessary to have such payments and applicable guidance thereunder benefits under this Agreement be exempt from the requirements of Section 409A or comply with the requirements of Section 409A. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A, 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 (including without limitation Treasury Regulation Section 1.409A-1(i50%) and any successor provision theretoof the average level of services performed by the Employee during the immediately preceding 12-month period (or period of service if less than 12 months).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to Employee Executive pursuant to Section 14 5 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation Section 1.409A-1(b)(4) (Short-Term Deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of EmployeeExecutive’s termination benefits shall not be provided to Employee Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of EmployeeExecutive’s Separation from Service or (ii) the date of EmployeeExecutive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) 12.2 shall be paid in a lump sum sum, without interest, to EmployeeExecutive. The determination of whether Employee 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 be made by the Company EDGEN in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto). It is intended that each installment of the awards or payments under this Agreements shall be considered a right to a series of separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to Employee pursuant to Section 14 16 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (“Separation Pay Plans”) or Treasury Regulation Section 1.409A-1(b)(4) (“Short-Term Deferrals”). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b17(b) shall be paid in a lump sum to Employee. 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 Corporation in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contraryContrary, to the maximum extent permitted by applicable law, amounts the Remaining Term Payments and the Severance Payments payable to Employee Executive pursuant to Section 14 Paragraph 4 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(91.409A-1(b)(9)(iii) (Separation Pay Plansrelating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (Shortrelating to short-Term Deferralsterm deferrals). However, to the extent any such payments are treated as “non-qualified deferred compensation compensation” subject to Section 409A of the Code, then and if Employee Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee Executive is entitled under this Agreement is required in order to avoid a prohibited distribution payment under Section 409A(a)(2)(B)(i) of the Code, such portion of EmployeeExecutive’s termination benefits shall not be provided to Employee Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of EmployeeExecutive’s Separation from Service or (ii) the date of EmployeeExecutive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(bParagraph 20(b) shall be paid in a lump sum to EmployeeExecutive. The determination of whether Employee 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 without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained to the contrary in this Agreement to the contraryAgreement, to the maximum extent permitted by applicable law, amounts any severance payments payable to Employee pursuant to Section 14 Executive under this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(91.409A-1(b)(9)(iii) (Separation Pay Plansrelating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (Shortrelating to short-Term Deferralsterm deferrals). However, to the extent any such payments are treated as “non-qualified deferred compensation compensation” subject to Section 409A of the Code, then and if Employee Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee Executive is entitled under this Agreement is required in order to avoid a prohibited distribution payment under Section 409A(a)(2)(B)(i) of the Code, such portion of EmployeeExecutive’s termination benefits shall not be provided to Employee the Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of EmployeeExecutive’s Separation from Service or (ii) the date of EmployeeExecutive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) shall be paid in a lump sum to EmployeeExecutive (or Executive’s estate). The determination of whether Employee 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 be made by the Company in accordance with the terms of Section 409A of the Code Code, and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).Regulation

Section 409A Compliance. Notwithstanding anything contained in (a) It is intended that any benefits under this Agreement to the contrarysatisfy, to the maximum greatest extent permitted by applicable lawpossible, amounts payable to Employee pursuant to Section 14 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation Section 1.409A-1(b)(4) (Short-Term Deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured exemptions from the date of Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) shall be paid in a lump sum to Employee. 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 application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and applicable guidance thereunder 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision thereto).of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contraryContrary, to the maximum extent permitted by applicable law, amounts payable to the Employee pursuant to Section Sections 13 or 14 shall be made in reliance upon Treasury Regulation Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b15(b) shall be paid in a lump sum to Employee. 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 made by the Company Corporation in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts the Remaining Term Payments and the Severance Payments payable to Employee Executive pursuant to Section 14 Paragraph 4 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(91.409A-1(b)(9)(iii) (Separation Pay Plansrelating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (Shortrelating to short-Term Deferralsterm deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then and if Employee Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee Executive is entitled under this Agreement is required in order to avoid a prohibited distribution payment under Section 409A(a)(2)(B)(i) of the Code, such portion of EmployeeExecutive’s termination benefits shall not be provided to Employee Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of EmployeeExecutive’s Separation from Service or (ii) the date of EmployeeExecutive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(bParagraph 20(b) shall be paid in a lump sum to EmployeeExecutive. The determination of whether Employee 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 be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contraryContrary, to the maximum extent permitted by applicable law, amounts payable to Employee Executive pursuant to Section 14 this Agreement shall be made in reliance upon Treasury Regulation Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of EmployeeExecutive’s termination benefits shall not be provided to Employee Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of EmployeeExecutive’s Separation from Service or (ii) the date of EmployeeExecutive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b15(a) shall be paid in a lump sum to EmployeeExecutive or his estate. The determination of whether Employee 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 without limitation Treasury Regulation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contraryContrary, to the maximum extent permitted by applicable law, amounts the severance payments payable to Employee pursuant to Section 14 9 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(91.409A-1(b)(9)(iii) (Separation Pay Plansrelating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (Shortrelating to short-Term Deferralsterm deferrals). However, to the extent any such payments are treated as “non-qualified deferred compensation compensation” subject to Section 409A of the Code, then and if Employee is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) 10.b. shall be paid in a lump sum to Employee. 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 Employer in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in It is the intention of the parties that this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to Employee pursuant to Section 14 shall comply with and be made interpreted in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation Section 1.409A-1(b)(4) (Short-Term Deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to accordance with Section 409A of the CodeInternal Revenue Code of 1986, then if Employee as amended and the United States Department of Treasury regulations and other guidance issued thereunder (collectively, “Section 409A”). Each payment in a series of payments provided to the Executive pursuant to this Agreement will be deemed a separate payment for purposes of Section 409A. If any amount payable under this Agreement upon a termination of employment is deemed at determined by the time Company to constitute nonqualified deferred compensation for purposes of his Separation Section 409A (after taking into account the short-term deferral exception and the involuntary separation pay exception of the regulations promulgated under Section 409A which are hereby incorporated by reference), such amount shall not be paid unless and until the Executive’s termination of employment also constitutes a “separation from Service service” from the Company for purposes of Section 409A. In the event that the Executive is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i409A at the time of his separation from service with the Company, any payments of nonqualified deferred compensation (after giving effect to any exemptions available under Section 409A) of the Code, then otherwise payable to the extent delayed commencement of any portion of Executive during the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(ifirst six (6) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured months following his separation from the date of Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) service shall be delayed and paid in a lump sum to Employee. The determination upon the earlier of whether Employee is a “specified employee” for purposes (x) the Executive’s date of Section 409A(a)(2)(B)(ideath, or (y) the first day of the Code as seventh month following the Executive’s separation from service, and the balance of the time of his Separation from Service shall made by the Company installments (if any) will be payable in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto)their original schedule.

Section 409A Compliance. Notwithstanding anything contained in This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments to Employee pursuant to this Agreement are also intended to be exempt from Section 409A of the contrary, Code to the maximum extent permitted by applicable lawpossible, amounts payable to Employee under either the separation pay exemption pursuant to Section 14 Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for this purpose each payment shall be made considered a separate payment. Notwithstanding any other provision in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation Section 1.409A-1(b)(4) (Short-Term Deferrals). Howeverthis Agreement, to the extent any such payments are treated if Employee is a “specified employee,” as non-qualified deferred compensation subject to defined in Section 409A of the Code, then if Employee is deemed at as of the time date of his Separation Employee’s separation from Service to be a “specified employee” for purposes service (within the meaning of Section 409A(a)(2)(B)(i) 409A of the Code), then to the extent delayed commencement of any portion of the benefits to which Employee is entitled amount payable under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) constitutes the expiration payment of nonqualified deferred compensation, within the six-month period measured from the date of Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) shall be paid in a lump sum to Employee. 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 meaning of Section 409A of the Code Code, (ii) is payable upon Employee’s separation from service and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(iiii) under the terms of this Agreement would be payable prior to the date that is six months after Employee’s separation from service, such payment shall not be made to Employee until the earlier of the date that is six months after Employee’s separation from service or Employee’s death and any successor provision thereto)will be accumulated and paid on the first day of the seventh month following the date of separation from service.

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contraryContrary, to the maximum extent permitted by applicable law, amounts payable to the Employee pursuant to Section 14 12 shall be made in reliance upon Treasury Regulation Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b14(b) shall be paid in a lump sum to Employee. 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 made by the Company Corporation in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to Employee the Executive pursuant to Section 14 this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation Section 1.409A-1(b)(4) (Short-Term Deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee the Executive is deemed at the time of his Separation from Service to be a “specified employeeExecutive” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee the Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employeethe Executive’s termination benefits shall not be provided to Employee the Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Employeethe Executive’s Separation from Service or (ii) the date of Employeethe Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) 6.2 shall be paid in a lump sum to Employeethe Executive. The determination of whether Employee the Executive is a “specified employeeExecutive” 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 without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in It is the intention of the parties that this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to Employee pursuant to Section 14 shall comply with and be made interpreted in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation Section 1.409A-1(b)(4) (Short-Term Deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to accordance with Section 409A of the CodeInternal Revenue Code of 1986, then if Employee as amended and the United States Department of Treasury regulations and other guidance issued thereunder (collectively, “Section 409A”). Each payment in a series of payments provided to the Executive pursuant to this Agreement will be deemed a separate payment for purposes of Section 409A. If any amount payable under this Agreement upon a termination of employment is deemed at determined by the time Company to constitute nonqualified deferred compensation for purposes of his Separation Section 409A (after taking into account the short-term deferral exception and the involuntary separation pay exception of the regulations promulgated under Section 409A which are hereby incorporated by reference), such amount shall not be paid unless and until the Executive's termination of employment also constitutes a “separation from Service service” from the Company for purposes of Section 409A. In the event that the Executive is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i409A at the time of his separation from service with the Company, any payments of nonqualified deferred compensation (after giving effect to any exemptions available under Section 409A) of the Code, then otherwise payable to the extent delayed commencement of any portion of Executive during the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(ifirst six (6) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured months following his separation from the date of Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) service shall be delayed and paid in a lump sum to Employee. The determination upon the earlier of whether Employee is a “specified employee” for purposes (x) the Executive’s date of Section 409A(a)(2)(B)(ideath, or (y) the first day of the Code as seventh month following the Executive’s separation from service, and the balance of the time of his Separation from Service shall made by the Company installments (if any) will be payable in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto)their original schedule.

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to Employee pursuant to Section 14 13 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (“Separation Pay Plans”) or Treasury Regulation Section 1.409A-1(b)(4) (“Short-Term Deferrals”). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b14(b) shall be paid in a lump sum to Employee. 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 Corporation in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contraryContrary, to the maximum extent permitted by applicable law, amounts the severance payments payable to the Employee pursuant to Section 14 9 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(91.409A-1(b)(9)(iii) (Separation Pay Plansrelating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (Shortrelating to short-Term Deferralsterm deferrals). However, to the extent any such payments are treated as “non-qualified deferred compensation compensation” subject to Section 409A of the Code, then and if the Employee is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which the Employee is entitled under this Agreement is required in order to avoid a prohibited distribution payment under Section 409A(a)(2)(B)(i) of the Code, such portion of the Employee’s termination benefits shall not be provided to the Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service or (ii) the date of the Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b10(b) shall be paid in a lump sum to the Employee. 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 made by the Company Employer in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contraryContrary, to the maximum extent permitted by applicable law, amounts payable to the Employee pursuant to Section 14 11 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation Section 1.409A-1(b)(4) (Short-Term Deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee is deemed at the time of his her Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b12(b) shall be paid in a lump sum to Employee. 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 her Separation from Service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contraryContrary, to the maximum extent permitted by applicable law, amounts payable to the Employee pursuant to Section 14 12 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation Section 1.409A-1(b)(4) (Short-Term Deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b14(b) shall be paid in a lump sum to Employee. 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 made by the Company Corporation in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contraryContrary, to the maximum extent permitted by applicable law, amounts the Remaining Term Payments and the Severance Payments payable to Employee Executive pursuant to Section 14 Paragraph 4 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(91.409A-1(b)(9)(iii) (Separation Pay Plansrelating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (Shortrelating to short-Term Deferralsterm deferrals). However, to the extent any such payments are treated as “non-qualified deferred compensation compensation” subject to Section 409A of the Code, then and if Employee Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee Executive is entitled under this Agreement is required in order to avoid a prohibited distribution payment under Section 409A(a)(2)(B)(i) of the Code, such portion of EmployeeExecutive’s termination benefits shall not be provided to Employee Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of EmployeeExecutive’s Separation from Service or (ii) the date of EmployeeExecutive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(bParagraph 20(b) shall be paid in a lump sum to EmployeeExecutive. The determination of whether Employee 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 be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contraryContrary, to the maximum extent permitted by applicable law, amounts the Remaining Term Payments and the Severance Payments payable to Employee Executive pursuant to Section 14 Paragraph 4 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(91.409A-1(b)(9)(iii) (Separation Pay Plansrelating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (Shortrelating to short-Term Deferralsterm deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then and if Employee Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee Executive is entitled under this Agreement is required in order to avoid a prohibited distribution payment under Section 409A(a)(2)(B)(i) of the Code, such portion of EmployeeExecutive’s termination benefits shall not be provided to Employee Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of EmployeeExecutive’s Separation from Service or (ii) the date of EmployeeExecutive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(bParagraph 20(b) shall be paid in a lump sum to EmployeeExecutive. The determination of whether Employee 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 without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contraryContrary, to the maximum extent permitted by applicable law, amounts the severance payments payable to Employee pursuant to Section 14 9 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(91.409A-1(b)(9)(iii) (Separation Pay Plansrelating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (Shortrelating to short-Term Deferralsterm deferrals). However, to the extent any such payments are treated as “non-qualified deferred compensation compensation” subject to Section 409A of the Code, then and if Employee is deemed at the time of his #PageNum# Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) 10.b. shall be paid in a lump sum to Employee. 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 Employer in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contraryContrary, to the maximum extent permitted by applicable law, amounts payable to the Employee pursuant to this Section 14 shall be made in reliance upon Treasury Regulation Treas. Reg. Section 1.409A-1(b)(9) (“ Separation Pay PlansPlans ”) or Treasury Regulation Treas. Reg. Section 1.409A-1(b)(4) (“ Short-Term DeferralsDeferrals ”). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) shall be paid in a lump sum to Employee. 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 made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts the Severance Benefits payable to Employee Executive pursuant to Section 14 4 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(91.409A-1(b)(9)(iii) (Separation Pay Plansrelating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (Shortrelating to short-Term Deferralsterm deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then and if Employee Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee Executive is entitled under this Agreement is required in order to avoid a prohibited distribution payment under Section 409A(a)(2)(B)(i) of the Code, such portion of EmployeeExecutive’s termination benefits shall not be provided to Employee Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of EmployeeExecutive’s Separation from Service or (ii) the date of EmployeeExecutive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b20(b) shall be paid in a lump sum to EmployeeExecutive. 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 made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contraryContrary, to the maximum extent permitted by applicable law, amounts the severance payments payable to Employee pursuant to Section 14 9 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(91.409A-1(b)(9)(iii) (Separation Pay Plansrelating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (Shortrelating to short-Term Deferralsterm deferrals). However, to the extent any such payments are treated as “non-qualified deferred compensation compensation” subject to Section 409A of the Code, then and if Employee is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s 's termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s 's Separation from Service or (ii) the date of Employee’s 's death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) 10.b. shall be paid in a lump sum to Employee. 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 Employer in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contraryContrary, to the maximum extent permitted by applicable law, amounts the severance payments payable to Employee pursuant to Section 14 9 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(91.409A-1(b)(9)(iii) (Separation Pay Plansrelating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(41.409A-1 (b)(4) (Shortrelating to short-Term Deferralsterm deferrals). However, to the extent any such payments are treated as “non-qualified deferred compensation compensation” subject to Section 409A of the Code, then and if Employee is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s Separation from Service or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b) 10.b. shall be paid in a lump sum to Employee. 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 Employer in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A Compliance. Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to Employee Xxxxxxx or Contractor pursuant to Section 14 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (Separation Pay Plans) or Treasury Regulation Section 1.409A-1(b)(4) (Short-Term Deferrals). However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then if Employee Xxxxxxx is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the termination benefits to which Employee Xxxxxxx or Contractor is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s such termination benefits shall not be provided to Employee Xxxxxxx or Contractor prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s Xxxxxxx’x Separation from Service or (ii) the date of Employee’s Xxxxxxx’x death. Upon the earlier of such dates, all payments deferred pursuant to this Section 16(b14(b) shall be paid in a lump sum to EmployeeContractor. The determination of whether Employee Xxxxxxx 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 Matador in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).