Common use of Delay in Payment Clause in Contracts

Delay in Payment. If Executive is a “specified employee” (as such term is defined in Section 409A) at the time of Executive’s separation from service, any payments under this Agreement that would be considered to be deferred compensation (within the meaning of Treasury Regulation §1.409A-1(b)(1)) to which Executive would otherwise be entitled during the first six (6) months following Executive’s “separation from service” and payable as a result of such “separation from service” shall be deferred and accumulated for a period of six (6) months and paid in a lump sum on the first day of the seventh (7th) month following such separation from service (or, if earlier, the date of Executive’s death) (the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid to Executive (or if Executive has died, to Executive’s Successor defined below), in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, plus interest thereon at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to Executive until the Delayed Payment Date. For purposes of the foregoing: (i) “Executive’s Successor” shall mean such payee or payees as Executive shall at any time designate by written notice to the Company or in Executive’s last will and testament or, if no such designation is made, then to the legal representatives of Executive’s estate, and (ii) the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of the New York Times preceding the date as of which Executive is treated as having incurred a “separation from service” for purposes of Section 409A.

Delay in Payment. If Notwithstanding any provision in this agreement to the contrary, if at the time of the Executive’s termination of employment with the Company (or any successor thereto), the Company (or any corporation, partnership, joint venture, organization or entity within the Company’s controlled group within the meaning of sections 414(b) and (c) of the Code) has securities which are publicly-traded on an established securities market and the Executive is a “specified employee” (as such term is defined in Section 409Asection 409A of the Code and determined in the sole discretion of the Company, or any successor thereto, in accordance with the Company’s, or any successor’s, “specified employee” determination policy) at and it is necessary to postpone the time commencement of any severance payments or deferred compensation otherwise payable pursuant to this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under section 409A of the Code, then the Company (or any successor thereto) will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid within the short-term deferral exception under section 409A of the Code and are in excess of the lesser of two (2) times (i) the Executive’s separation from servicethen-annual compensation or (ii) the limit on compensation then set forth in section 401(a)(17) of the Code, any payments under this Agreement that would be considered to be deferred compensation (within the meaning of Treasury Regulation §1.409A-1(b)(1)) to which Executive would otherwise be entitled during until the first payroll date that occurs after the date that is six (6) months following the Executive’s “separation from service” and payable with the Company (or any successor thereto), as defined under section 409A of the Code. If any payments are postponed due to such requirements, such postponed amounts will be paid in a result of such lump sum to the Executive on the first payroll date that occurs after the date that is six (6) months following the Executive’s “separation from service” shall be deferred with the Company (or any successor thereto), and accumulated for a period any amounts payable to the Executive after the expiration of such six (6) months and 6)-month period under this Agreement shall continue to be paid to Executive in a lump sum on accordance with the first day terms of this Agreement. If the Executive dies during the postponement period prior to the payment of the seventh (7th) month following such separation from service (or, if earlierpostponed amount, the date amounts withheld on account of Executive’s death) (section 409A of the “Delayed Payment Date”). On the Delayed Payment Date, there Code shall be paid to Executive (or if Executive has died, to the personal representative of the Executive’s Successor defined below), in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, plus interest thereon at the Delayed Payment Interest Rate estate within sixty (as defined below60) computed from days after the date on which each such delayed payment otherwise would have been made to Executive until the Delayed Payment Date. For purposes of the foregoing: (i) “Executive’s Successor” shall mean such payee or payees as Executive shall at any time designate by written notice to the Company or in Executive’s last will and testament or, if no such designation is made, then to the legal representatives of Executive’s estate, and (ii) the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of the New York Times preceding the date as of which Executive is treated as having incurred a “separation from service” for purposes of Section 409A.death.

Delay in Payment. If Executive is a “specified employee” (as such term is defined Notwithstanding any provision in Section 409A) at this Agreement to the time of Executive’s separation from servicecontrary, any payments under this Agreement that would be considered payment otherwise required to be deferred compensation (within the meaning of Treasury Regulation §1.409A-1(b)(1)) made hereunder to which Executive would otherwise be entitled during the first six (6) months following Executive’s “separation from service” and payable as a result of such “separation from service” at any date shall be deferred and accumulated delayed for a such period of six (6time as may be necessary to meet the requirements of section 409A(a)(2)(B)(i) months and paid in a lump sum on the first day of the seventh (7th) month following such separation from service (or, if earlier, the date Internal Revenue Code of Executive’s death) 1986 as amended (the “Delayed Payment Date”"Code"). On the earliest date on which any payments so delayed can be made without violating the requirements of section 409A(a)(2)(B)(i) of the Code (the "Delayed Payment Date"), there shall be paid to Executive (or if Executive has died, to "Executive’s Successor 's Successor" as the quoted term is defined below), in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, plus interest thereon at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to Executive until the Delayed Payment Date. For purposes of the foregoing: (i) “"Executive’s 's Successor” " shall mean such payee or payees as Executive shall at any time designate by written notice to the Company or in Executive’s his last will and testament or, if no such designation is made, then to the legal representatives of Executive’s 's estate, and (ii) the “"Delayed Payment Interest Rate” " shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of the New York Times preceding the date as of which Executive is treated as having incurred a “"separation from service” " for purposes of Section 409A.section 409A(a)(2)(B)(i).

Delay in Payment. If Executive is a “specified employee” (as such term is defined Notwithstanding any provision in Section 409A) at this Agreement to the time of Executive’s separation from servicecontrary, any payments under this Agreement that would be considered payment otherwise required to be deferred compensation (within the meaning of Treasury Regulation §1.409A-1(b)(1)) made hereunder to which Executive would otherwise be entitled during the first six (6) months following Executive’s “separation from service” and payable at any date as a result of such “separation from service” the termination of the Term of Employment shall be deferred and accumulated delayed for a such period of six (6time as may be necessary to meet the requirements of section 409A(a)(2)(B)(i) months and paid in a lump sum on the first day of the seventh Internal Revenue Code of 1986 as amended (7ththe “Code”). On the earliest date on which such payments can be made without violating the requirements of section 409A(a)(2)(B)(i) month following such separation from service (or, if earlier, of the date of Executive’s death) Code (the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid to Executive (or if Executive has died, to “Executive’s Successor Successor” as the quoted term is defined below), in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, plus interest thereon at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to Executive until the Delayed Payment Date. For purposes of the foregoing: (i) “Executive’s Successor” shall mean such payee or payees as Executive shall at any time (whether during or after the Term of Employment) designate by written notice to the Company or in Executive’s his last will and testament or, if no such designation is made, then to the legal representatives of Executive’s estate, and (ii) the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of the New York Times preceding the date as on which the Term of which Executive is treated as having incurred a “separation from service” for purposes of Section 409A.Employment ends.

Delay in Payment. If Executive is a “specified employee” (as such term is defined Notwithstanding any provision in Section 409A) at this Agreement to the time of Executive’s separation from servicecontrary, any payments under this Agreement that would be considered payment otherwise required to be deferred compensation (within the meaning of Treasury Regulation §1.409A-1(b)(1)) made hereunder to which Executive would otherwise be entitled during the first six (6) months following Executive’s “separation from service” and payable as a result of such “separation from service” at any date shall be deferred and accumulated delayed for a such period of six (6time as may be necessary to meet the requirements of section 409A(a)(2)(B)(i) months and paid in a lump sum on the first day of the seventh (7th) month following such separation from service (or, if earlier, the date Internal Revenue Code of Executive’s death) 1986 as amended (the “Delayed Payment Date”"Code"). On the earliest date on which any payments so delayed can be made without violating the requirements of section 409A(a)(2)(B)(i) of the Code (the "Delayed Payment Date"), there shall be paid to Executive (or if Executive has died, to "Executive’s Successor 's Successor" as the quoted term is defined below), in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, plus interest thereon at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to Executive until the Delayed Payment Date. For purposes of the foregoing: (i) “"Executive’s 's Successor” " shall mean such payee or payees as Executive shall at any time (whether during or after the Term of Employment) designate by written notice to the Company or in Executive’s his last will and testament or, if no such designation is made, then to the legal representatives of Executive’s 's estate, and (ii) the “"Delayed Payment Interest Rate” " shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of the New York Times preceding the date on which the Term of Employment ends or, if earlier, the date as of which Executive is treated as having incurred a “"separation from service” " for purposes of Section 409A.section 409A(a)(2)(B)(i).

Delay in Payment. If Executive is a “specified employee” (as such term is defined Notwithstanding any provision in Section 409A) at this Agreement to the time of Executive’s separation from servicecontrary,, any payments under this Agreement that would be considered payment otherwise required to be deferred compensation (within the meaning of Treasury Regulation §1.409A-1(b)(1)) made hereunder to which Executive would otherwise be entitled during the first six (6) months following Executive’s “separation from service” and payable as a result of such “separation from service” at any date shall be deferred and accumulated delayed for a such period of six (6time as may be necessary to meet the requirements of section 409A(a)(2)(B)(i) months and paid in a lump sum on the first day of the seventh Internal Revenue Code of 1986 as amended (7ththe “Code”). On the earliest date on which any payments so delayed can be made without violating the requirements of section 409A(a)(2)(B)(i) month following such separation from service (or, if earlier, of the date of Executive’s death) Code (the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid to Executive (or if Executive has died, to “Executive’s Successor Successor” as the quoted term is defined below), in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, plus interest thereon at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to Executive until the Delayed Payment Date. For purposes of the foregoing: (i) “Executive’s Successor” shall mean such payee or payees as Executive shall at any time designate by written notice to the Company or in Executive’s his last will and testament or, if no such designation is made, then to the legal representatives of Executive’s estate, and (ii) the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of the New York Times preceding the date as of which Executive is treated as having incurred a “separation from service” for purposes of Section 409A.section 409A(a)(2)(B)(i).

Delay in Payment. If Executive is a “specified employee” (as such term is defined Notwithstanding any provision in Section 409A) at this Agreement to the time of Executive’s separation from servicecontrary, any payments under this Agreement that would be considered payment otherwise required to be deferred compensation made hereunder to Executive or for his benefit at any date (within the meaning including without limitation any reimbursement required to be paid to Executive or to any of Treasury Regulation §1.409A-1(b)(1)his Dependents pursuant to Section 6(f)(v) to which Executive would otherwise be entitled during the first six (6hereof) months following Executive’s “separation from service” and payable as a result of such “separation from service” shall be deferred and accumulated delayed for a such period of six (6time as may be necessary to meet the requirements of section 409A(a)(2)(B)(i) months and paid in a lump sum on the first day of the seventh (7thCode. On the earliest date on which any payments so delayed can be made without violating the requirements of section 409A(a)(2)(B)(i) month following such separation from service (or, if earlier, of the date of Executive’s death) Code (the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid to Executive (or if Executive has died, to “Executive’s Successor Successor”) (as the quoted term is defined belowin Section 6(a) hereof), in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, plus interest thereon at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to Executive until the Delayed Payment Date. For purposes of the foregoing: (i) “Executive’s Successor” shall mean such payee or payees as Executive shall at any time designate by written notice to the Company or in Executive’s last will and testament or, if no such designation is made, then to the legal representatives of Executive’s estate, and (ii) the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six-six month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of the New York Times preceding the date as of which Executive is treated as having incurred a “separation from service” for purposes of Section 409A.section 409A(a)(2)(B)(i).

Delay in Payment. If Executive is a “specified employee” (as such term is defined Notwithstanding any provision in Section 409A) at this Agreement to the time of Executive’s separation from servicecontrary, any payments under this Agreement that would be considered payment otherwise required to be deferred compensation made hereunder to Executive or for his benefit at any date (within the meaning including without limitation any reimbursement required to be paid to Executive or to any of Treasury Regulation §1.409A-1(b)(1)his Dependents pursuant to Section 6(f)(v) to which Executive would otherwise be entitled during the first six (6hereof) months following Executive’s “separation from service” and payable as a result of such “separation from service” shall be deferred and accumulated delayed for a such period of six (6time as may be necessary to meet the requirements of section 409A(a)(2)(B)(i) months and paid in a lump sum on the first day of the seventh (7thCode. On the earliest date on which any payments so delayed can be made without violating the requirements of section 409A(a)(2)(B)(i) month following such separation from service (or, if earlier, of the date of Executive’s death) Code (the “"Delayed Payment Date”"). On the Delayed Payment Date, there shall be paid to Executive (or if Executive has died, to "Executive’s Successor 's Successor") (as the quoted term is defined belowin Section 6 (a) hereof), in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, plus interest thereon at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to Executive until the Delayed Payment Date. For purposes of the foregoing: (i) “Executive’s Successor” shall mean such payee or payees as Executive shall at any time designate by written notice to , the Company or in Executive’s last will and testament or, if no such designation is made, then to the legal representatives of Executive’s estate, and (ii) the “"Delayed Payment Interest Rate” " shall mean the national average annual rate of interest payable on jumbo six-six month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of the New York Times preceding the date on which the Term of Employment ends or, if earlier, the date as of which Executive is treated as having incurred a “"separation from service” " for purposes of Section 409A.section 409A(a)(2)(B)(i).