Common use of Exceptions to Payment Delay Clause in Contracts

Exceptions to Payment Delay. Notwithstanding Section 7.1 above, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 5 or Section 6 shall be made in reliance upon Treasury Regulation § 1.409A-1(b)(9) with respect to separation pay plans, or Treasury Regulation § 1.409A-1(b)(4) with respect to short-term deferrals. Accordingly, the severance or post-termination payments provided for in Section 5 and Section 6 are not intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent that: (a) such payments, pursuant to their terms, may not be made later than the 15th day of the third calendar month following the later of: (i) the end of the Company’s fiscal year, or (ii) the calendar year, in which Executive’s Separation from Service occurs, or (b) (i) such payments do not exceed an amount equal to two times the lesser of (A) 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 (B) 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 Separation from Service occurs, and (ii) such 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.

Exceptions to Payment Delay. Notwithstanding Section 7.1 above4(e)(i), to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to Section 5 or Section 6 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 or post-termination payments provided for in Section 5 and Section 6 4(c) are not intended to provide for any deferral of compensation subject to Section 409A of the Code to the extent that: (aA) such payments, the severance payments payable pursuant to Section 4(c), by their termsterms and determined as of the date of Executive’s Termination of Employment, may not be made later than the 15th day of the third calendar month following the later of: of (i1) the end of the Company’s fiscal year, or (ii) the calendar year, year in which Executive’s Separation from Service Termination of Employment occurs or (2) the end of the calendar year in which Executive’s Termination of Employment occurs, or or (b) (iB) such severance payments do not exceed an amount equal to two times the lesser of (A1) 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 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 (B2) 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 Separation from Service occurs, and (ii) such payments shall be completed no later than December 31 Termination of the second calendar year following the calendar year in which Executive’s Separation from Service Employment occurs.