Common use of Timing of Payments Under Certain Circumstances Clause in Contracts

Timing of Payments Under Certain Circumstances. With respect to any amount that becomes payable to Executive under this Agreement upon termination of Executive’s employment with the Company for any reason, the provisions of this Section 4.10 will apply, notwithstanding any other provision of this Agreement to the contrary. If the Company determines in good faith that Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, any regulations promulgated thereunder and any guidance issued by the Internal Revenue Service relating thereto (collectively, “Code Section 409A”) and that any amount that is payable to Executive upon termination of Executive’s employment with the Company is subject to the provisions of Code Section 409A, then (i) any amount that becomes payable to Executive upon termination of Executive’s employment with the Company and that otherwise would be payable prior to the date that is six months after the date of Executive’s “separation from service” (as defined under Code Section 409A) with the Company (the “Alternate Payment Date”) shall be payable on the Alternate Payment Date, and (ii) any amount that becomes payable to Executive upon termination of Executive’s employment with the Company and that otherwise would be payable on or after the Alternate Payment Date shall be payable on the date otherwise specified for payment in this Agreement.

Timing of Payments Under Certain Circumstances. With respect to any amount that becomes payable to Executive under this Agreement upon termination of Executive’s employment with the Company Separation from Service (as defined below) for any reason, the provisions of this Section 4.10 will apply, notwithstanding any other provision of this Agreement to the contrary. If the Company determines in good faith that Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code, any Treasury regulations promulgated thereunder and any guidance issued by the Internal Revenue Service relating thereto (collectively, “Code Section 409A”) and that any amount that is payable to Executive upon termination of Executive’s employment with the Company is subject ), then to the provisions of extent required under Code Section 409A, then (i) payment of any amount that becomes payable to Executive upon termination Separation from Service (other than by reason of the death of Executive’s employment with the Company ) and that otherwise would be payable prior to during the date that is six months after six-month period following Executive’s Separation from Service shall be suspended until the lapse of such six-month period (or, if earlier, the date of Executive’s death). A “Separation from Service” of Executive means Executive’s separation from service” (, as defined under in Code Section 409A) with the Company (the “Alternate Payment Date”) shall be payable on the Alternate Payment Date, and (ii) any amount that becomes payable to Executive upon termination of Executive’s employment with the Company and all other entities with which the Company would be considered a single employer under Internal Revenue Code Section 414(b) or (c), applying the 80% threshold used in such Internal Revenue Code Sections or any Treasury regulations promulgated thereunder. Any payment suspended as provided in this Section 4.10, unadjusted for interest on such suspended payment, shall be paid to Executive in a single payment on the first business day following the end of such six-month period or within 30 days following the death of Executive, as applicable, provided that the death of Executive during such six-month period shall not cause the acceleration of any amount that otherwise would be payable on or after the Alternate Payment Date shall be payable on any date during such six-month period following the date otherwise specified for payment in this Agreementof Executive’s death.”