Common use of Deferral of Compensation Clause in Contracts

Deferral of Compensation. Notwithstanding any provision of this Agreement to the contrary, to the extent that (i) any amount(s) would be payable to You under Section 3(a), (b), (c) or (d) above by reason of Your termination of employment, and (ii) such amount(s) constitute a “deferral of compensation” within the meaning of Treasury regulations issued under Code §409A as reasonably determined by the Company, then such amount(s) shall not be paid until You have incurred a Separation from Service if such termination of employment does not constitute a Separation from Service. Furthermore, to the extent that (i) any amount(s) would be payable to You within the first six (6) months following Your Separation from Service on account of Your Separation from Service, (ii) You are a Specified Employee as of the date of Your Separation from Service, and (iii) such amount(s) constitute a “deferral of compensation” within the meaning of Treasury regulations issued under Code §409A as reasonably determined by the Company, then such amount(s) shall not be paid and shall instead be held and accumulated and paid as of the date which is six (6) months and one (1) day after the date of Your Separation from Service. Any amounts paid which are excepted from being a “deferral of compensation” shall not be subject to the foregoing restrictions. For all purposes of this Agreement, the right to a series of installment payments shall be treated as a right to a series of separate payments for purposes of Code §409A.