Common use of Exceptions to Payment Delay Clause in Contracts

Exceptions to Payment Delay. Notwithstanding Section 9(a), to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 8 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 8, by their terms and determined as of the date of Executive's Separation from Service, may not be made later than the fifteenth (15th) day of the third calendar month following the later of (A) the end of the Company's fiscal year in which Executive's Separation from Service occurs or (B) the end of the calendar year in which Executive's Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's annualized compensation based upon Executive's annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a), to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 8 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 8, by their terms and determined as of the date of Executive's ’s Separation from Service, may not be made later than the fifteenth (15th) day of the third calendar month following the later of (A) the end of the Company's ’s fiscal year in which Executive's ’s Separation from Service occurs or (B) the end of the calendar year in which Executive's ’s Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's ’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's ’s Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's ’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a)4.1, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 8 3 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may 3 are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 83, by their terms and determined as of the date of Executive's ’s Separation from Service, may not be made later than the fifteenth (15th) 15th day of the third calendar month following the later of (A) the end of the Company's ’s fiscal year in which Executive's ’s Separation from Service occurs or (B) the end of the calendar year in which Executive's ’s Separation from Service occurs, ; or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's ’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's ’s Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's ’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a4(a), to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 8 2 or 3, as the case may be, shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may 2 and 3 are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 82 or 3, as the case may be, by their terms and determined as of the date of Executive's ’s Separation from Service, may not be made later than the fifteenth (15th) 15th day of the third calendar month following the later of (A) the end of the Company's ’s fiscal year in which Executive's ’s Separation from Service occurs or (B) the end of the calendar year in which Executive's ’s Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's ’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's ’s Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's ’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a)4.1, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 8 3 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may 3 are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 83, by their terms and determined as of the date of Executive's ’s Separation from Service, may not be made later than the fifteenth (15th) 15th day of the third calendar month following the later of (A) the end of the Company's ’s fiscal year in which Executive's ’s Separation from Service occurs or (B) the end of the calendar year in which Executive's ’s Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's ’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's ’s Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's ’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a), to the maximum extent permitted by applicable law, amounts payable to Executive the Employee pursuant to Section 8 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 8, by their terms and determined as of the date of Executive's the Employee’s Separation from Service, may not be made later than the fifteenth (15th) day of the third calendar month following the later of (A) the end of the Company's ’s fiscal year in which Executive's the Employee’s Separation from Service occurs or (B) the end of the calendar year in which Executive's the Employee’s Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's Employee’s annualized compensation based upon Executive's the Employee’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's the Employee’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive the Employee remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's the Employee’s Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's the Employee’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a4(e)(i), to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 8 4(c) shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may 4(c) are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (iA) the severance payments payable pursuant to Section 84(c), by their terms and determined as of the date of Executive's Separation from Service’s Termination of Employment, may not be made later than the fifteenth (15th) 15th day of the third calendar month following the later of (A1) the end of the Company's ’s fiscal year in which Executive's Separation from Service ’s Termination of Employment occurs or (B2) the end of the calendar year in which Executive's Separation from Service ’s Termination of Employment occurs, or (ii) (AB) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's Separation from Service ’s Termination of Employment occurs (adjusted for any increase during the calendar year in which such Separation from Service Termination of Employment occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's Separation from Service ’s Termination of Employment occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a), to the maximum extent permitted by applicable law, amounts payable to Executive Employee pursuant to Section 8 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 8, by their terms and determined as of the date of ExecutiveEmployee's Separation from Service, may not be made later than the fifteenth (15th) day of the third calendar month following the later of (A) the end of the Company's fiscal year in which ExecutiveEmployee's Separation from Service occurs or (B) the end of the calendar year in which ExecutiveEmployee's Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of ExecutiveEmployee's annualized compensation based upon ExecutiveEmployee's annual rate of pay for the calendar year immediately preceding the calendar year in which ExecutiveEmployee's Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive Employee remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which ExecutiveEmployee's Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which ExecutiveEmployee's Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a), to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 8 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(91.409A-1 (b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 8, by their terms and determined as of the date of Executive's Separation from Service, may not be made later than the fifteenth (15th) day of the third calendar month following the later of (A) the end of the Company's fiscal year in which Executive's Separation from Service occurs or (B) the end of the calendar year in which Executive's Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's annualized compensation based upon Executive's annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a)4.1, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 8 3 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may 3 are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 83, by their terms and determined as of the date of Executive's ’s Separation from Service, may not be made later than the fifteenth (15th) 15th day of the third calendar month DOCSOC/1319727v1/018854-0000 Exhibit 10.15 following the later of (A) the end of the Company's ’s fiscal year in which Executive's ’s Separation from Service occurs or (B) the end of the calendar year in which Executive's ’s Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's ’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's ’s Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's ’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a), to To the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the Employee under Section 8 shall will be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Regulations Section 1.409A-1(b)(4) (with respect to short-term deferrals) or Treasury Regulations Section 1.409A-1(b)(9) (with respect to separation pay plans). Accordingly, the severance payments provided for in Section 8 may are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to under Section 8, by their its terms and determined as of the date of Executive's the Employee’s Separation from Service, may not be made later than the fifteenth (15th) 15th day of the third calendar month following the later of (A1) the end of the Company's ’s fiscal year in which Executive's Separation from Service the Employee’s termination of employment occurs or (B2) the end of the calendar year in which Executive's Separation from Service the Employee’s termination of employment occurs, or (ii) (A) such the severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's the Employee’s annualized compensation based upon Executive's the Employee’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's Separation from Service the Employee’s termination of employment occurs (adjusted for any increase during the calendar year in which such Separation from Service termination of employment occurs that would be expected to continue indefinitely had Executive the Employee remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to under Section 401(a)(17) of the Code for the calendar year in which Executive's Separation from Service the Employee’s termination of employment occurs. To the extent the payments and benefits under this Agreement are subject to Section 409A, this Agreement will be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (B4) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant and the Treasury Regulations and official guidance thereunder. If said payments and benefits to Treasury Regulation the Employee are not exempt from or in compliance with Section 1.409A-1(b)(9)(v) as direct service recipient 409A, the parties will attempt to bring such payments for medical benefitsand benefits into compliance with Section 409A without diminishing the benefits to which the Employee is entitled to the greatest extent possible.

Exceptions to Payment Delay. Notwithstanding Section 9(a)5.7 above, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to this Section 8 5 or Section 6 shall be made in reliance upon Treasury Regulation Section § 1.409A-1(b)(9) (with respect to separation pay plans) , or Treasury Regulation Section § 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance or post termination payments provided for in this Section 8 may 5 and Section 6 are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 8, hereto or thereto by their terms terms, and determined as of the date of Executive's ’s Separation from Service, may not be made later than the fifteenth (15th) 15th day of the third calendar month following the later of (A) the end of the Company's ’s fiscal year in which Executive's ’s Separation from Service occurs or (B) the end of the calendar year in which Executive's ’s Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's ’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which Executive's ’s Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's ’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a)5(i) of Part Two, to the maximum extent permitted by applicable law, amounts payable to Executive you pursuant to Section 8 1 of Part Two, shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may 1 of Part Two are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (iA) the severance payments payable pursuant to Section 81 of Part Two, by their its terms and determined as of the date of Executive's your Separation from Service, may not be made later than the fifteenth (15th) 15th day of the third calendar month following the later of (Ax) the end of the Company's ’s fiscal year in which Executive's your Separation from Service occurs or (By) the end of the calendar year in which Executive's your Separation from Service occurs, or (iiB) (Ax) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's your annualized compensation based upon Executive's your annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's your Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive you remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's your Separation from Service occurs, and (By) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's your Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a), to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 8 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(41.409A-1 (b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 8, by their terms and determined as of the date of Executive's ’s Separation from Service, may not be made later than the fifteenth (15th) day of the third calendar month following the later of (A) the end of the Company's ’s fiscal year in which Executive's ’s Separation from Service occurs or (B) the end of the calendar year in which Executive's ’s Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's ’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's ’s Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's ’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a), to the maximum extent permitted by applicable law, amounts payable to Executive the Employee pursuant to Section 8 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 8, by their terms and determined as of the date of Executivethe Employee's Separation from Service, may not be made later than the fifteenth (15th) day of the third calendar month following the later of (A) the end of the Company's fiscal year in which Executivethe Employee's Separation from Service occurs or (B) the end of the calendar year in which Executivethe Employee's Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of ExecutiveEmployee's annualized compensation based upon Executivethe Employee's annual rate of pay for the calendar year immediately preceding the calendar year in which Executivethe Employee's Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive the Employee remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executivethe Employee's Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executivethe Employee's Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a)4.8 above, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to this Section 8 4 shall be made in reliance upon Treasury Regulation Section § 1.409A-1(b)(9) (with respect to separation pay plans) , or Treasury Regulation Section § 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in this Section 8 may 4 are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to this Section 8, 4 by their terms terms, and determined as of the date of Executive's ’s Separation from Service, may not be made later than the fifteenth (15th) 15th day of the third calendar month following the later of (A) the end of the Company's ’s fiscal year in which Executive's ’s Separation from Service occurs or (B) the end of the calendar year in which Executive's ’s Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's ’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which Executive's ’s Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's ’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a)4.1, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 8 3 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Exhibit 10.2 Accordingly, the severance payments provided for in Section 8 may 3 are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 83, by their terms and determined as of the date of Executive's ’s Separation from Service, may not be made later than the fifteenth (15th) 15th day of the third calendar month following the later of (A) the end of the Company's ’s fiscal year in which Executive's ’s Separation from Service occurs or (B) the end of the calendar year in which Executive's ’s Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's ’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's ’s Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's ’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a), to To the maximum extent permitted by applicable law, amounts payable to Executive pursuant to under Section 8 shall will be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Regulations Section 1.409A-1(b)(4) (with respect to short-term deferrals) or Treasury Regulations Section 1.409A-1(b)(9) (with respect to separation pay plans). Accordingly, the severance payments provided for in Section 8 may are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to under Section 8, by their its terms and determined as of the date of Executive's ’s Separation from Service, may not be made later than the fifteenth (15th) 15th day of the third calendar month following the later of (A1) the end of the Company's ’s fiscal year in which Executive's Separation from Service ’s termination of employment occurs or (B2) the end of the calendar year in which Executive's Separation from Service ’s termination of employment occurs, or (ii) (A) such the severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's Separation from Service ’s termination of employment occurs (adjusted for any increase during the calendar year in which such Separation from Service termination of employment occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to under Section 401(a)(17) of the Code for the calendar year in which Executive's Separation from Service ’s termination of employment occurs. To the extent the payments and benefits under this Agreement are subject to Section 409A, this Agreement will be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (B4) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant and the Treasury Regulations and official guidance thereunder. If said payments and benefits to Treasury Regulation Executive are not exempt from or in compliance with Section 1.409A-1(b)(9)(v) as direct service recipient 409A, the parties will attempt to bring such payments for medical benefitsand benefits into compliance with Section 409A without diminishing the benefits to which Executive is entitled to the greatest extent possible.

Exceptions to Payment Delay. Notwithstanding Section 9(a(a), to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 8 the section entitled “Termination by the Company Without Cause or Termination by Executive for Good Reason” above or the section entitled “Cash Severance Upon Termination Without Cause or for Good Reason” above, as the case may be, shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may the section entitled “Termination by the Company Without Cause or Termination by Executive for Good Reason” above or the section entitled “Cash Severance Upon Termination Without Cause or for Good Reason” above are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 8the section entitled “Termination by the Company Without Cause or Termination by Executive for Good Reason” above or the section entitled “Cash Severance Upon Termination Without Cause or for Good Reason” above, as the case may be, by their terms and determined as of the date of Executive's ’s Separation from Service, may not be made later than the fifteenth (15th) 15th day of the third calendar month following the later of (A) the end of the Company's ’s fiscal year in which Executive's ’s Separation from Service occurs or (B) the end of the calendar year in which Executive's ’s Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's ’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's ’s Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's ’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a), to the maximum extent permitted by applicable law, amounts payable to Executive Employee pursuant to Section 8 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 8, by their terms and determined as of the date of Executive's Employee’s Separation from Service, may not be made later than the fifteenth (15th) day of the third calendar month following the later of (A) the end of the Company's ’s fiscal year in which Executive's Employee’s Separation from Service occurs or (B) the end of the calendar year in which Executive's Employee’s Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's Employee’s annualized compensation based upon Executive's Employee’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's Employee’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive Employee remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's Employee’s Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's Employee’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a10(b)(i), to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to this Section 8 10, shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in this Section 8 may 10 are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (iA) the severance payments payable pursuant to this Section 810, by their its terms and determined as of the date of Executive's ’s Separation from Service, may not be made later than the fifteenth (15th) 15th day of the third calendar month following the later of (Ax) the end of the Company's ’s fiscal year in which Executive's ’s Separation from Service occurs or (By) the end of the calendar year in which Executive's ’s Separation from Service occurs, or (iiB) (Ax) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's ’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's ’s Separation from Service occurs, and (By) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's ’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a)5.6 above, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to this Section 8 5 or Section 6 shall be made in reliance upon Treasury Regulation Section § 1.409A-1(b)(9) (with respect to separation pay plans) , or Treasury Regulation Section § 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance or post termination payments provided for in this Section 8 may 5 and Section 6 are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 8, hereto or thereto by their terms terms, and determined as of the date of Executive's ’s Separation from Service, may not be made later than the fifteenth (15th) 15th day of the third calendar month following the later of (A) the end of the Company's ’s fiscal year in which Executive's ’s Separation from Service occurs or (B) the end of the calendar year in which Executive's ’s Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's ’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which Executive's ’s Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's ’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a8(a), to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 8 6, 7, 9 or 11, as the case may be, shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may 6, 7, 9 and 11 are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 86, 7, 9 or 11, as the case may be, by their terms and determined as of the date of Executive's ’s Separation from Service, may not be made later than the fifteenth (15th) 15th day of the third calendar month following the later of (A) the end of the Company's ’s fiscal year in which Executive's ’s Separation from Service occurs or (B) the end of the calendar year in which Executive's ’s Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's ’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's ’s Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's ’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.

Exceptions to Payment Delay. Notwithstanding Section 9(a4.3(a), to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 8 4.1 shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals). Accordingly, the severance payments provided for in Section 8 may 4.1 are not be intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent (i) the severance payments payable pursuant to Section 84.1, by their terms and determined as of the date of Executive's ’s Separation from Service, may not be made later than the fifteenth (15th) 15th day of the third calendar month following the later of (A) the end of the Company's ’s fiscal year in which Executive's ’s Separation from Service occurs or (B) the end of the calendar year in which Executive's ’s Separation from Service occurs, or (ii) (A) such severance payments do not exceed an amount equal to two times the lesser of (1) the amount of Executive's ’s annualized compensation based upon Executive's ’s annual rate of pay for the calendar year immediately preceding the calendar year in which Executive's ’s Separation from Service occurs (adjusted for any increase during the calendar year in which such Separation from Service occurs that would be expected to continue indefinitely had Executive remained employed with the Company) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the calendar year in which Executive's ’s Separation from Service occurs, and (B) such severance payments shall be completed no later than December 31 of the second calendar year following the calendar year in which Executive's ’s Separation from Service occurs. Moreover, the COBRA premium payments contemplated under Section 8 are intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) as direct service recipient payments for medical benefits.