Common use of Delayed Commencement of Benefits Clause in Contracts

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, no payment or distribution cash severance and no Company-paid health care coverage to which the Executive otherwise becomes entitled under this Agreement shall be made or the Gross-Up Payment, provided 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” 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 8.01 6 (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 the this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. [The Executive will shall 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, no payment or distribution Severance Payment, Pro-Rated Bonus and no Company-paid health care coverage to which you otherwise become entitled under Part Two of this Agreement or the Gross-Up Payment, to the extent such payment, distribution or any Gross-Up Payment constitutes an item of deferred compensation to which you may become entitled under Part Three or any Cash or other Award subject to Code Section 409A which would otherwise become payable to distributable to you under Part Two of the Code which becomes payable by reason of the Executive’s termination of employment with the Companythis Agreement shall be made, will be made paid or provided to Executive you prior to the earlier of (i) the expiration of the six (6)-month 6) month period measured from the date of the Executive’s your “separation from service” with the Company (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of Executive’s your death, if Executive is you are 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 Paragraph (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 you in a lump sum, and any remaining payments and benefits due under the this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. [The Executive will You shall 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, no payment or distribution under this Agreement or the Gross-Up PaymentAgreement, to the extent such payment, payment or 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 Service with the CompanyCorporation, 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 Paragraph 1 (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 short-term semi-annual applicable federal rate then in effect from time to time during that period upon Executive’s separation of service, and to be paid in a lump sum upon the expiration of the deferral period. In addition, the Executive consents to the Corporation’s adoption of such conforming amendments as the Corporation deems advisable or necessary, in its sole discretion, to comply with section 409A of the Code.]

Delayed Commencement of Benefits. Notwithstanding any provision to the contrary in this Agreement, no payment or distribution Severance Payment, Prorated Bonus and no Company-paid health care coverage to which you otherwise become entitled under Part Two of this Agreement or the Gross-Up Payment, to the extent such payment, distribution or any Gross-Up Payment constitutes an item of deferred compensation to which you may become entitled under Part Three or any Cash Award or other Award subject to Code Section 409A which would otherwise become payable to or distributable to you under Part Two of the Code which becomes payable by reason of the Executive’s termination of employment with the Companythis Agreement shall be made, will be made paid or provided to Executive you prior to the earlier of (i) the expiration of the six (6)-month 6) month period measured from the date of the Executive’s your “separation from service” with the Company (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of Executive’s your death, if Executive is you are 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 Paragraph (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 you in a lump sum, and any remaining payments and benefits due under the this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. [The Executive will You shall 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, no payment or distribution under this Agreement or the Gross-Up PaymentAgreement, to the extent such payment, payment or 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, no payment Special Long-Term Service Bonus (or distribution the lump sum equivalent under Part Four or Part Five) or salary/Target Bonus payments or any other payments to which the Executive becomes entitled under Part Three, Part Four or Part Five of this Agreement shall be made or the Gross-Up Payment, paid 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 his “separation from service” with the Corporation (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of Executive’s his 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 8.01 Paragraph 23 (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 sumsum to the Executive, and any remaining payments due under the this Agreement will shall be paid in accordance with the normal payment dates specified for them herein. [The Executive will shall be entitled to interest on the deferred benefits and payments for the period the commencement of those benefits and payments is delayed under Part Three, Part Four or Part Five of this Agreement 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 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 AgreementAgreement (and in an effort to spare Employee such additional taxes), no payment Parent and the Operating Company shall delay the commencement of payments or distribution benefits coverage to which Employee would otherwise become entitled 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 Executivein connection with Employee’s termination of employment with the Company, will be made to Executive prior to until the earlier of of: (i) the expiration of the six (6)-month period measured from the date of the ExecutiveEmployee’s “separation from service” with Parent and the Operating Company (as such term is defined in Treasury Regulations issued under Code Section section 409A) or ), or (ii) the date of ExecutiveEmployee’s death, if Executive is deemed at to the time of such separation from service to be a “key employee” within the meaning of that term under Code Section 416(i) and extent such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section section 409A(a)(2). Upon the expiration of the applicable Code Section section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section 8.01 provision (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 Employee in a lump sum, and any remaining payments and benefits due under the this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. [The Executive will be entitled to interest on In addition, the deferred benefits and payments for the period the provisions of this Agreement which require commencement of those payments or benefits coverage subject to Code section 409A upon a termination of employment shall be interpreted to require that Employee have a “separation from service” with Parent and payments the Operating Company (as such term is delayed by reason of defined in Treasury Regulations issued under Code Section 409A(a)(2section 409A), 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, no payment Severance Payment or distribution no Company-paid health care coverage to which you otherwise become entitled under Part Two of 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 shall be made or provided to Executive you prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s your “separation from service” with the Company (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of Executive’s your death, if Executive is you are 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 Paragraph (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 you in a lump sum, and any remaining payments and benefits due under the this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. [The Executive will You shall 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, no payment or distribution Severance Payment, Pro-Rated Bonus and no reimbursement for the cost of health care coverage to which you otherwise become entitled under Part Two of 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 shall be made or provided to Executive you prior to the earlier of (i) the expiration of the six (6)-month six- month period measured from the date of the Executive’s your “separation from service” with the Company (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of Executive’s your death, if Executive is you are 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 Paragraph (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 you in a lump sum, and any remaining payments and benefits due under the this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. [The Executive will You shall 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, no payment or distribution Severance Payment and no Company-paid health care coverage to which you otherwise become entitled under Part Two of 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 shall be made or provided to Executive you prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s your “separation from service” with the Company (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of Executive’s your death, if Executive is you are 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 Paragraph (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 you in a lump sum, and any remaining payments and benefits due under the this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. [The Executive will You shall 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.]