Common use of Delay of Payments Clause in Contracts

Delay of Payments. (a) Except as otherwise provided in Section 6(b) below, in the event that any payment or distribution or portion of any payment or distribution to be made to the Executive under Section 3(a) of this Agreement cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409A, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a). (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.

Delay of Payments. (a) Except as otherwise provided in Section 6(b) belowNotwithstanding anything herein to the contrary, in the event that if any payment amounts payable or distribution or portion of any payment or distribution benefits to be made provided to the Executive under Section 3(a) of this Agreement cannot be characterized as a “short term deferral” for purposes constitute deferred compensation within the meaning of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A (including by reason of the Code, separation pay and “Change in Control” as defined for purposes of benefits under this Agreement does not satisfy being aggregated with the requirements of a change in control event as described in Section 409A of the Code separation pay and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements benefits under Code Section 409A, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal another arrangement to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between which the Executive and the Company or any of its subsidiaries shall be paid to affiliates are a party or in which the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distributionis an eligible participant), or portion thereof, under Section 3(a(i) of this Agreement shall be paid in accordance with Section 3(a). (b) In the event that any payment or distribution or portion of any payment or distribution to be made to if the Executive hereunder cannot be characterized as is a “short term deferralspecified employee” for purposes within the meaning of Section 409A of the Code or is not (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise exempt be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with interest at the provisions applicable federal rate provided for under Section 7872(f)(2)(A) of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (iii) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the Executive is determined to be a “specified employee” under Section 409A of contrary, the Code, date on which such portion of the payment separation from service takes place shall be delayed until the earlier to occur Date of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment scheduleTermination.

Delay of Payments. (a) Except as otherwise provided in Section 6(b) belowNotwithstanding anything herein to the contrary, in the event that if any payment amounts payable or distribution or portion of any payment or distribution benefits to be made provided to the Executive under Section 3(a) of this Agreement cannot be characterized as a “short term deferral” for purposes 5 constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or an Affiliated Entity are a party or in which the Executive is not an eligible participant), (1) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise exempt be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with Interest (based on the provisions rate in effect for the month in which the Executive’s separation from service occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (2) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (3) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy notwithstanding anything contained herein to the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409Acontrary, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries date on which such separation from service takes place shall be paid to the Executive at the same time and in the same form Date of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a)Termination. (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.

Delay of Payments. It is intended that (a1) Except as otherwise each installment of the payments provided in Section 6(b) below, in the event that any payment or distribution or portion of any payment or distribution to be made to the Executive under Section 3(a) of this Agreement cannot be characterized as is a separate “short term deferralpayment” for purposes of Section 409A of the Code or is not otherwise exempt Code, and (2) that the payments satisfy, to the greatest extent possible, the exemptions from the provisions application of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date Officer’s employment with the Company terminates or at such other time that the Company determines to be relevant, Officer is a “Change in Controlspecified employee” (as such term is defined for purposes under Treasury Regulation 1.409A-1(i)(1)) of the Company and (ii) that any payments to be provided to Officer pursuant to this Agreement does not satisfy are or may become subject to the requirements additional tax under Section 409A(a)(1)(B) of a change in control event as described in the Code or any other taxes or penalties imposed under Section 409A of the Code and (“Section 409A Taxes”) if provided at the guidance and regulations issued thereunder time otherwise required under this Agreement then such payments shall be delayed until the date that is six months after the date of Officer’s Separation from Service with the Company, or, if “Change in Control” does satisfy such requirements under Code Section 409Aearlier, the Termination Date is not within two years date of the Officer’s death. Any payments delayed pursuant to this Section 22 shall be made in a lump sum on the first day of the seventh month following Officer’s Separation from Service, or, if earlier, the Change in Control in accordance with Treasury Regulation date of the Officer’s death (the “Section 1.409A-3(c)(1409A Payment Date”). In addition, then an amount equal to the aggregate severance payments extent that would otherwise be payable to any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive upon an involuntary termination Officer participates during the term of the Officer’s employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a). (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as thereafter provides for a “short term deferraldeferral of compensation” for purposes of Section 409A of within the Code or is not otherwise exempt from the provisions meaning of Section 409A of the Code, and (i) the Executive is determined amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be a “specified employee” under Section 409A made on or before the last day of the Codecalendar year following the calendar year in which the expense was incurred, and (iii) such portion of the right to reimbursement or payment shall not be delayed until the earlier subject to occur of the Executive’s death liquidation or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment scheduleexchange for another benefit.

Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if the Executive is considered a “specified employee” for purposes of section 409A of the Code (aas determined in accordance with the methodology established by the Corporation and the Bank as in effect on the date of termination), (i) Except as otherwise provided in Section 6(b) below, in the event that any payment or distribution or portion that constitutes nonqualified deferred compensation within the meaning of any payment or distribution to be made section 409A of the Code that is otherwise due to the Executive under Section 3(a) of this Agreement cannot be characterized during the six-month period following his separation from service (as a “short term deferral” for purposes of Section determined in accordance with section 409A of the Code or is not otherwise exempt Code) shall be accumulated and paid to Executive on the first business day of the seventh month following his separation from service (the provisions “Delayed Payment Date”) and (ii) in the event any equity compensation awards held by the Executive that vest upon termination of Section the Executive’s employment constitute nonqualified deferred compensation within the meaning of section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Code section 1274(d) for the month in which the Executive’s separation from service occurs. If the Executive dies during the postponement period, the amounts and “Change in Control” as defined for purposes entitlements delayed on account of this Agreement does not satisfy the requirements of a change in control event as described in Section section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409A, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the person designated by the Executive at the same time and in writing for this purpose, or in the same form absence of payment as any such other severance payments would otherwise be paid and the remainder of the payment or distributiondesignation, to (i) his spouse if she survives him, or portion thereof(ii) to his estate if his spouse does not survive him, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a). (b) In on the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier first to occur of the Executive’s death Delayed Payment Date or 30 days after the date that is six months and one day following of the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”)death. Upon the expiration of the Delay PeriodThe foregoing shall apply only to those payments required hereunder, the payments delayed pursuant to this Section 6 shall be paid to the Executive if any, that do not qualify as short term deferrals or his beneficiary in a lump sum, and any remaining payments due an exempt pay arrangement under this Agreement shall be payable in accordance with their original payment schedule.section 409A.

Delay of Payments. (a) Except as otherwise It is intended that each installment of the payments provided in Section 6(b) below, in the event that any payment or distribution or portion of any payment or distribution to be made to the Executive under Section 3(a) of this Agreement cannot be characterized as is a separate “short term deferralpayment” for purposes of Section 409A of the Code or is not otherwise exempt and that the payments satisfy, to the greatest extent possible, the exemptions from the provisions application of Section 409A of the Code provided under Sections 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, if (i) on the date Officer’s employment with the Company terminates the Officer is a “specified employee” (as such term is defined under Section 1.409A-1(i)(1) of the Treasury Regulations) of the Company and (ii) any payments to be provided to the Officer pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six months after the date of Officer’s Separation from Service from the Company, or, if earlier the date of the Officer’s death. Any payments delayed pursuant to this Section 20 shall be made in a lump sum on the first day of the seventh month following the Officer’s Separation from Service, or, if earlier the date of the Officer’s death and any remaining payments shall be made in accordance with the terms of this Agreement. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Officer participates during the term of the Officer’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and “Change in Control” as defined for purposes (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of this Agreement does not satisfy an expense under such plan or arrangement must be made on or before the requirements of a change in control event as described in Section 409A last day of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409A, the Termination Date is not within two years calendar year following the Change calendar year in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to which the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a)expense was incurred. (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.

Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if the Executive is considered a "specified employee" for purposes of section 409A of the Code (a) Except as otherwise provided determined in Section 6(b) belowaccordance with the methodology established by the Corporation and the Bank as in effect on the date of termination), in the event that any payment or distribution or portion that constitutes nonqualified deferred compensation within the meaning of any payment or distribution to be made section 409A of the Code that is otherwise due to the Executive under Section 3(a) of this Agreement cannot during the six month period following his separation from service (as determined in accordance with section 409A of the Code) shall be characterized as accumulated and paid to Executive on the first business day of the seventh (7th) month following his separation from service (the "Delayed Payment Date"). The Executive shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a “rate equal to the applicable federal short term deferral” rate in effect under Code section 1274(d) for purposes the month in which the Executive's separation from service occurs. If the Executive dies during the postponement period, the amounts and entitlements delayed on account of Section section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409A, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the person designated by the Executive at the same time and in writing for this purpose, or in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a). (b) In the event that any payment or distribution or portion absence of any payment such designation, to: (i) his spouse if she survives him or distribution (ii) to be made to his estate if his spouse does not survive him, on the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier first to occur of the Executive’s death Delayed Payment Date or thirty (30) days after the date that is six months and one day following of the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”)'s death. Upon the expiration of the Delay PeriodThe foregoing shall apply only to those payments required hereunder, the payments delayed pursuant to this Section 6 shall be paid to the Executive if any, that do not qualify as short term deferrals or his beneficiary in a lump sum, and any remaining payments due an exempt pay arrangement under this Agreement shall be payable in accordance with their original payment schedule.section 409A.

Delay of Payments. It is intended that (al) Except as otherwise each installment of the payments provided in Section 6(b) below, in the event that any payment or distribution or portion of any payment or distribution to be made to the Executive under Section 3(a) of this Agreement cannot be characterized as is a “short term deferral” separate "payment" for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy (2) that the requirements of a change in control event as described in Section 409A of payments satisfy, to the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409Agreatest extent possible, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a). (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt exemptions from the provisions application of Section 409A of the Code, including those provided under Treasury Regulations l.409A- l (b)(4), I.409A-l(b)(9)(iii), and l.409A-l(b)(9)(v). Notwithstanding anything to the Executive is determined contrary in this Agreement, if the Company determines (i) that on the date Officer's employment with the Company terminates or at such other time that the Company determines to be relevant, Officer is a “"specified employee” " (as such term is defined under Treasury Regulation l .409A-l(i)(l)) of the Company and that any payments to be provided to Officer pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(l)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code ("Section 409A Taxes") if provided at the time otherwise required under this Agreement then such payments shall be delayed until the date that is six months after the date of Officer's Separation from Service with the Company, or, if earlier, the date of the Officer's death. Any payments delayed pursuant to this Section 21 shall be made in a lump sum on the first day of the seventh month following Officer's Separation from Service, or, if earlier, the date of the Officer's death (the "Section 409A Payment Date"). In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Officer participates during the term of the Officer's employment under this Agreement or thereafter provides for a "deferral of compensation" within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or payment under such portion plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) such right to reimbursement or payment shall not be delayed until the earlier subject to occur of the Executive’s death liquidation or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment scheduleexchange for another benefit.

Delay of Payments. (a) Except as otherwise provided in Section 6(b) below, in the event that any payment or distribution or portion of any payment or distribution to be made to the Executive under Section 3(a) of this Agreement cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409A, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a). (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his her beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.

Delay of Payments. (a) Except as otherwise provided in Section 6(b) belowNotwithstanding anything herein to the contrary, in the event that any payment amounts payable or distribution or portion of any payment or distribution benefits to be made provided to the Executive under Section 3(a4 or any other arrangement to which the Executive is a party or participant constitute deferred compensation within the meaning of Section 409A of the Code, (i) of this Agreement cannot be characterized as if the Executive is a “short term deferral” for purposes "specified employee" within the meaning of Section 409A of the Code or is not (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a "Specified Employee"), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise exempt be payable during the six (6)-month period immediately following the Date of Termination by reason of a "separation from service" within the provisions meaning of Section 409A of the Code shall instead be paid, with interest at the short-term federal rate applicable under Section 7872(f)(2)(A) of the Code for the month in which Date of Termination occurs, on the first (1st) business day of the seventh (7th) month following the Executive's "separation from service" within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) days after the date of the Executive's death; and (iii) in no event shall the date of termination of Executive's employment be deemed to occur until the Executive experiences a "separation from service" within the meaning of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy notwithstanding anything contained herein to the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409Acontrary, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries date on which such separation from service takes place shall be paid to the Executive at the same time and in the same form Date of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a)Termination. (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.

Delay of Payments. It is intended that (a1) Except as otherwise each installment of the payments provided in Section 6(b) below, in the event that any payment or distribution or portion of any payment or distribution to be made to the Executive under Section 3(a) of this Agreement cannot be characterized as is a separate “short term deferralpayment” for purposes of Section 409A of the Code or is not otherwise exempt Code, and (2) that the payments satisfy, to the greatest extent possible, the exemptions from the provisions application of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, Executive is a “Change in Controlspecified employee” (as such term is defined for purposes under Treasury Regulation 1.409A-1(i)(1)) of the Company and (ii) that any payments to be provided to Executive pursuant to this Agreement does not satisfy are or may become subject to the requirements additional tax under Section 409A(a)(1)(B) of a change in control event as described in the Code or any other taxes or penalties imposed under Section 409A of the Code and (“Section 409A Taxes”) if provided at the guidance and regulations issued thereunder time otherwise required under this Agreement then such payments shall be delayed until the date that is six months after the date of Executive’s Separation from Service with the Company, or, if “Change in Control” does satisfy such requirements under Code Section 409Aearlier, the Termination Date is not within two years date of the Executive’s death. Any payments delayed pursuant to this Section 22 shall be made in a lump sum on the first day of the seventh month following Executive’s Separation from Service, or, if earlier, the Change in Control in accordance with Treasury Regulation date of the Executive’s death (the “Section 1.409A-3(c)(1409A Payment Date”). In addition, then an amount equal to the aggregate severance payments extent that would otherwise be payable to any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive upon an involuntary termination participates during the term of the Executive’s employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a). (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as thereafter provides for a “short term deferraldeferral of compensation” for purposes of Section 409A of within the Code or is not otherwise exempt from the provisions meaning of Section 409A of the Code, and (i) the Executive is determined amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be a “specified employee” under Section 409A made on or before the last day of the Codecalendar year following the calendar year in which the expense was incurred, and (iii) such portion of the right to reimbursement or payment shall not be delayed until the earlier subject to occur of the Executive’s death liquidation or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment scheduleexchange for another benefit.

Delay of Payments. (a) Except as otherwise provided in Section 6(b) below, in the event that Notwithstanding any payment or distribution or portion of any payment or distribution to be made to the Executive under Section 3(a) other provision of this Agreement cannot be characterized as to the contrary, if the Executive is considered a “short term deferralspecified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Corporation as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-month period following his or is not otherwise exempt her separation from service (as determined in accordance with Section 409A of the provisions Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following his or her separation from service (the “Delayed Payment Date”) and (ii) in the event any equity compensation awards held by the Executive that vest upon termination of the Executive’s employment constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, and “Change the delivery of shares of common stock (or cash) as applicable in Control” as defined for purposes settlement of this Agreement does not satisfy such awards shall be made on the requirements of a change in control earliest permissible payment date (including the Delayed Payment Date) or event as described in under Section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive shall be entitled to interest on any delayed cash payments from the date of termination to the Code and Delayed Payment Date at a rate equal to the guidance and regulations issued thereunder or, if “Change applicable federal short-term rate in Control” does satisfy such requirements effect under Code Section 409A1274(d) for the month in which the Executive’s separation from service occurs. If the Executive dies during the postponement period, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive amounts and the Company or any of its subsidiaries shall be paid to the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a). (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes entitlements delayed on account of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive personal representative of his or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment scheduleher estate on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death.

Delay of Payments. (a) Except as otherwise It is intended that each installment of the payments provided in Section 6(b) below, in the event that any payment or distribution or portion of any payment or distribution to be made to the Executive under Section 3(a) of this Agreement cannot be characterized as is a separate “short term deferralpayment” for purposes of Section 409A of the Code or is not otherwise exempt and that the payments satisfy, to the greatest extent possible, the exemptions from the provisions application of Section 409A of the Code provided under Sections 1.409A-1(b)(4), 1.409A- 1(b)(9)(iii), and 1.409A-1(b)(9)(v) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, if (i) on the date Officer’s employment with the Company terminates the Officer is a “specified employee” (as such term is defined under Section 1.409A-1(i)(1) of the Treasury Regulations) of the Company and (ii) any payments to be provided to the Officer pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six months after the date of Officer’s Separation from Service from the Company, or, if earlier, the date of the Officer’s death. Any payments delayed pursuant to this Section 21 shall be made in a lump sum on the first day of the seventh month following the Officer’s Separation from Service, or, if earlier, the date of the Officer’s death, and any remaining payments shall be made in accordance with the terms of this Agreement. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Officer participates during the term of the Officer’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and “Change in Control” as defined for purposes (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of this Agreement does not satisfy an expense under such plan or arrangement must be made on or before the requirements of a change in control event as described in Section 409A last day of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409A, the Termination Date is not within two years calendar year following the Change calendar year in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to which the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a)expense was incurred. (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.

Delay of Payments. (a) Except as otherwise provided in Section 6(b) below, in the event that Notwithstanding any payment or distribution or portion of any payment or distribution to be made to the Executive under Section 3(a) other provision of this Agreement cannot be characterized as to the contrary, if Employee is considered a “short term deferralspecified employee” for purposes of Section 409A of the Code or is not otherwise exempt (as determined in accordance with the methodology established by the Company as in effect on the date of Employee’s separation from the provisions of service (as determined in accordance with Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409A, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1)), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a). (b) In the event that any payment or distribution or portion of any payment or distribution to be made to that constitutes nonqualified deferred compensation within the Executive hereunder cannot be characterized as a “short term deferral” for purposes meaning of Section 409A of the Code or that is not otherwise exempt due to Employee under this Agreement during the six (6)-month period immediately following Employee’s separation from service on account of Employee’s separation from service shall be accumulated and paid with interest (based on the provisions “prime rate” as published in The Wall Street Journal, plus one (1) percent) to Employee on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”). If Employee dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment Code shall be delayed until paid either to Employee’s beneficiary or the earlier personal representative of his estate on the first to occur of the Executive’s death Delayed Payment Date or 30 calendar days after the date of Employee’s death. As soon as administratively feasible upon the Employee’s separation from service, or if earlier, upon a Change of Control, the maximum amount which may become payable to Employee after separation from service (other than amounts that is six months and one day following may be immediately payable), shall be contributed to the Executive’s termination trustee of employment with a “rabbi” trust substantially in the Company and its subsidiaries form attached hereto (the “Delay PeriodTrust”). Upon Such amounts that would otherwise be payable upon separation from service shall be held by the expiration of the Delay Period, the payments delayed trustee pursuant to this Section 6 shall be the terms of such Trust until paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment scheduleEmployee.

Delay of Payments. (a) Except as otherwise It is intended that each installment of the payments provided in Section 6(b) below, in the event that any payment or distribution or portion of any payment or distribution to be made to the Executive under Section 3(a) of this Agreement cannot be characterized as is a separate “short term deferralpayment” for purposes of Section 409A of the Code or is not otherwise exempt and that the payments satisfy, to the greatest extent possible, the exemptions from the provisions application of Section 409A of the Code provided under Sections 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, if (i) on the date Officer’s employment with the Company terminates the Officer is a “specified employee” (as such term is defined under Section 1.409A-1(i)(1) of the Treasury Regulations) of the Company and (ii) any payments to be provided to the Officer pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six months after the date of Officer’s Separation from Service from the Company, or, if earlier, the date of the Officer’s death. Any payments delayed pursuant to this Section 21 shall be made in a lump sum on the first day of the seventh month following the Officer’s Separation from Service, or, if earlier, the date of the Officer’s death and any remaining payments shall be made in accordance with the terms of this Agreement. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Officer participates during the term of the Officer’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and “Change in Control” as defined for purposes (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of this Agreement does not satisfy an expense under such plan or arrangement must be made on or before the requirements of a change in control event as described in Section 409A last day of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409A, the Termination Date is not within two years calendar year following the Change calendar year in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to which the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a)expense was incurred. (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.