Common use of Six-Month Delay Clause in Contracts

Six-Month Delay. To the extent any benefits under this Agreement are treated as non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then if 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 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 Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 3(f) shall be paid in a lump sum to Executive. Thereafter, payments will resume in accordance with this Agreement. The determination of whether the 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 Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).

Six-Month Delay. (a) To the extent (i) any benefits payment or payments to which the Executive becomes entitled under this Agreement are treated as non-qualified Agreement, or any agreement or plan referenced herein, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986Code, as amended and (ii) the “Code”), then if Executive is deemed at the time of his Separation from Service such termination of employment to be a “specified employee” for purposes of under 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 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 payment or payments shall not be provided to Employee prior to made or commence until the earlier earliest of (iA) the expiration of the six-six (6) month period measured from the date of the Executive’s Separation “separation from Service or service” (ii) the date of Executive’s death. Upon the earlier of as such dates, all payments deferred pursuant to this Section 3(f) shall be paid term is defined in a lump sum to Executive. Thereafter, payments will resume in accordance with this Agreement. The determination of whether the 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 final Treasury Regulations issued under Section 409A of the Code and any other guidance issued thereunder) with the Company; (B) the date the Executive becomes “disabled” (as defined in Section 409A of the Code); or (C) the date of the Executive’s death following such separation from service. Upon the expiration of the applicable guidance thereunder deferral period, any payments which would have otherwise been made during that period (including without limitation Treas. Reg. whether in a single sum or in installments) in the absence of this Section 1.409A-1(i) and any successor provision thereto)6 shall be paid to the Executive or the Executive’s beneficiary in one lump sum.

Six-Month Delay. To the maximum extent permitted under Section 409A of the Code, the Severance payable under Section 5(a)(iii) is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). To the extent the overall Severance payable under Section 5(a)(iii) does not qualify for the “severance pay exception,” then notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any benefits Severance payable under Section 5(a)(iii) hereof, shall be paid to the Employee during the six (6)-month period following the Employee’s termination of employment with the Company if the Company determines that paying such amounts at the time or times indicated in this Agreement are treated as non-qualified deferred compensation subject to would be a prohibited distribution under paragraph (a)(2)(B)(i) of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A of the “Code”). If the payment of any such amounts is delayed as a result of the previous sentence, then if Executive is deemed at on the time first business day following the end of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(isuch six (6) 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 (or such earlier date of the Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the earlier of upon which such dates, all payments deferred pursuant to this Section 3(f) shall amount can be paid in a lump sum to Executive. Thereafter, payments will resume in accordance with this Agreement. The determination of whether the 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 under Section 409A of the Code and applicable guidance thereunder without resulting in a prohibited distribution, including as a result of the Employee’s death), the Company shall pay the Employee a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Employee during such delay period (including without limitation Treasinterest). Reg. Section 1.409A-1(i) and any successor provision thereto(d).

Six-Month Delay. To Notwithstanding any provision to the extent any benefits under contrary in this Agreement are treated as non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986Agreement, as amended (the “Code”), then if Executive is deemed at the time of his Executive’s Separation from Service to be a “specified employee” for purposes within the meaning of Section 409A(a)(2)(B)(i) of the Code, then then, to the extent delayed commencement of all or any portion of the benefits and payments 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 Employee’s termination benefits and payments shall not be provided paid to Employee prior to Executive until the earlier of (ia) the first business day following the expiration of the six-month six (6)-month period measured from the date of the following Executive’s Separation from Service or (iib) the first business day following the date of Executive’s death. Upon the earlier expiration of such datesthe applicable period, all payments deferred pursuant to this Section 3(f) 4.4 shall be paid in a single lump sum to Executive (or Executive’s estate or beneficiaries, if applicable), without interest, and any remaining payments due under this Agreement shall be paid as otherwise provided herein. Thereafter, payments will resume in accordance with this Agreement. The determination of whether the Executive is a “specified employee” for 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 Treas. Reg. Section 1.409A-1(i) the Department of Treasury regulations issued thereunder, Executive’s right to receive the payments and any successor provision thereto)benefits payable pursuant to the Agreement shall be treated as a right to receive a series of separate payments and accordingly, each payment shall at all times be considered a separate and distinct payment.

Six-Month Delay. To Notwithstanding the extent any benefits under this Agreement are treated as non-qualified deferred compensation subject to Section 409A of payment timing specified above, in the Internal Revenue Code of 1986, as amended (the “Code”), then if event Executive is deemed at the time of his Separation from Service to be a “specified employee” for on the date of Executive’s termination of employment with the Company, as determined by the Company in accordance with rules established by the Company in writing in advance of the “specified employee identification date” that relates to the date of Executive’s “separation from service,” any payment to be made under Sections 4(b), 8(c)(ii)(B), 8(c)(ii)(C), 8(d)(iii)(B), 8(d)(iii)(C) and 8(d)(iii)(D) above shall be paid to Executive within five business days after expiration of the date that is six months after the date of such “separation from service” (if Executive dies after the date of Executive’s termination of employment with the Company but before payment of the lump sum, such payments will be paid to Executive’s estate as a lump sum and without regard to any six-month delay that otherwise applies to specified employees). For purposes of this Agreement, “specified employee” shall be defined as provided in 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 “specified employee identification date” shall be defined as provided in order to avoid a prohibited distribution under Treasury Regulation §1.409A-1(i), and “separation from service” shall be defined as provided in Section 409A(a)(2)(B)(i409A(a)(2)(A)(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 Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 3(f) shall be paid in a lump sum to Executive. Thereafter, payments will resume in accordance with this Agreement. The determination of whether the 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 Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).

Six-Month Delay. To Notwithstanding the extent any benefits under this Agreement are treated payment timing specified above, in the event Executive is a ‘specified employee’ on the date of Executive’s termination of employment with the Company, as non-qualified deferred compensation subject to Section 409A determined by the Company in accordance with rules established by the Company in writing in advance of the Internal Revenue Code ‘specified employee identification date’ that relates to the date of 1986, as amended (the “Code”Executive’s ‘separation from service,’ any payment to be made under Sections 8(c)(ii)(B), then 8(c)(ii)(C), 8(d)(iii)(B), 8(d)(iii)(C), 8(d)(iii)(D), 8(e)(iii)(B), 8(e)(iii)(C), and 8(e)(iii)(D) above shall be paid to Executive within five business days after expiration of the date that is six months after the date of such ‘separation from service’ (if Executive is deemed at dies after the time date of his Separation from Service Executive’s termination of employment with the Company but before payment of the lump sum, such payments will be paid to be Executive’s estate as a “lump sum and without regard to any six-month delay that otherwise applies to specified employees). For purposes of this Agreement, ‘specified employee” for purposes of ’ shall be defined as provided in 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 ‘specified employee identification date’ shall be defined as provided in order to avoid a prohibited distribution under Treasury Regulation §1.409A-1(i), and ‘separation from service’ shall be defined as provided in Section 409A(a)(2)(B)(i409A(a)(2)(A)(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 Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 3(f) shall be paid in a lump sum to Executive. Thereafter, payments will resume in accordance with this Agreement. The determination of whether the 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 Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).”