Delayed Commencement of Benefits. Notwithstanding any provision to the contrary in this Agreement, no payment or distribution under this Agreement or the Gross-Up Payment, to the extent such payment, distribution or Gross-Up Payment constitutes an item of deferred compensation under Section 409A of the Code which becomes payable by reason of the Executive’s termination of employment with the Company, will be made to Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of Executive’s death, if Executive is deemed at the time of such separation from service to be a “key employee” within the meaning of that term under Code Section 416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section 8.01 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments due under the Agreement will be paid in accordance with the normal payment dates specified for them herein. [The Executive will be entitled to interest on the deferred benefits and payments for the period the commencement of those benefits and payments is delayed by reason of Code Section 409A(a)(2), with such interest to accrue at the prime rate in effect from time to time during that period and to be paid in a lump sum upon the expiration of the deferral period.]
Delayed Commencement of Benefits. Notwithstanding any provision to the contrary in this Agreement, the cash payment to which the Executive otherwise becomes entitled under Part Two of this Agreement shall not be made to the Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s Separation from Service with the Company or (ii) the date of the Executive’s death, if the Executive is deemed at the time of such Separation from Service to be a “key employee” within the meaning of that term under Code Section 416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, the payment deferred pursuant to this Paragraph 5 shall be paid to the Executive in a lump sum.
Delayed Commencement of Benefits. If the Executive is a Specified Employee at the time of his Termination Date, and the deferral of the commencement of any payments or benefits otherwise payable hereunder is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, the Company will defer the commencement of the payment of any such payments or benefits hereunder until the first day following the six (6) month anniversary of the Termination Date (or the earliest date as is permitted under Section 409A of the Code). If any payments or benefits are deferred due to such requirements, (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) they shall be paid or reimbursed to the Executive in a lump sum on the first day following the six (6) month anniversary of the Termination Date, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
Delayed Commencement of Benefits. In accordance with 409(A), no payment and no Company-paid insurance coverage to which the Executive otherwise would become entitled under this Agreement shall be made or provided prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of the Executive’s death, if the Executive is deemed at the time of such separation from service to be a “key employee” within the meaning of that term under Code Section 416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
Delayed Commencement of Benefits. If Parent or the Operating Company in good faith determines that Employee is a “key employee” of a public company who is subject to section 409A(a)(2)(B)(i) of the Internal Revenue Code (“Code”) with respect to the payment of benefits or the provision of benefits coverage hereunder (pursuant to an entitlement set forth in Section 3(a) above) and that the immediate commencement of such payment or provision, as otherwise provided in this Agreement, would constitute a prohibited distribution under section 409A(a)(2)(B)(i) and thus subject Employee to substantial additional taxes (including the 20% penalty tax), then, notwithstanding any provision to the contrary in this Agreement (and in an effort to spare Employee such additional taxes), Parent and the Operating Company shall delay the commencement of payments or benefits coverage to which Employee would otherwise become entitled under this Agreement in connection with Employee’s termination of employment until the earlier of:
Delayed Commencement of Benefits. If Employee is a Specified Employee at the time of his Last Day Worked, and the deferral of the commencement of any payments or benefits otherwise payable hereunder is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, the Company will defer the commencement of the payment of any such payments or benefits hereunder until the first day following the six-month anniversary of the Last Day Worked (or the earliest date as is permitted under Section 409A of the Code). If any payments or benefits are deferred due to such requirements, (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) they shall be paid or reimbursed to Employee in a lump sum on the first day following the six-month anniversary of the Last Day Worked, and any remaining payments and benefits due under this Agreement and Release shall be paid or provided in accordance with the normal payment dates specified for them herein.
Delayed Commencement of Benefits. Notwithstanding the -------------------------------- foregoing provisions of this Section 10.1, if it is not possible for Purchaser to begin providing benefits to Other Business Employees under plans sponsored by Purchaser and its Subsidiaries as of the Closing, the commencement of such benefits may be delayed past the Closing to the extent and on terms and conditions to be agreed to in good faith by Seller and Purchaser.
Delayed Commencement of Benefits. Notwithstanding the foregoing provisions of this Section 5.11, if it is not possible for the Buyer to begin providing benefits to U.S. Business Employees and European Business Employees under plans sponsored by the Buyer and its Affiliates as of the Closing, the commencement of such benefits may be delayed past the Closing to the extent and on terms and conditions to be agreed to in good faith by the Seller and the Buyer.
Delayed Commencement of Benefits. Notwithstanding any provision to the contrary in this Agreement, as of the Termination Date (as defined below), because XxXxxxx is deemed at the time of such separation from service a “key employee” within the meaning of that term under Internal Revenue Code Section 416(i) in order to avoid a prohibited distribution under Internal Revenue Code Section 409A(a)(2): the payment under Section A1 of this Agreement shall not be paid or provided to XxXxxxx prior to the earlier of (i) the date that is six (6) months following his “separation from service” with the Corporation (as such term is defined in Treasury Regulations issued under Internal Revenue Code Section 409A) or (ii) the date of his death. Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments actually deferred pursuant to this Section A6 shall be paid in a lump sum to XxXxxxx, and any remaining payments which thereafter become due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein
