Common use of Limitations Under Code Section 409A Clause in Contracts

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B), (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g), would be subject to interest and additional tax imposed pursuant to Section 409A(a) as a result of the application of Section 409A(2)(B)(i), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i), the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank.

Limitations Under Code Section 409A. (i) 11.1 Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B), (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g), would be subject to interest and additional tax imposed pursuant to Section 409A(a) as a result of the application of Section 409A(2)(B)(i), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i), the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (Aa) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (Bb) if Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (Cc) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (Dd) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)23, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1x) six (6) months and one day after the Executive’s termination date, (2y) the Executive’s death or (3z) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particularIt is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with respect the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. For purposes of Section 409A, the Executive’s right to any lump sum receive installment payments pursuant to this Agreement including, without limitation, each severance payment otherwise required hereunder, in the event of any delay in the payment date and COBRA continuation reimbursement shall be treated as a result right to receive a series of Section 409A(a)(2)(A)(iseparate and distinct payments. Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred. Any right to reimbursement or in kind benefits will not be subject to liquidation or exchange for another benefit. The amount of the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) and (B)(idays following the date of termination”), the Company will adjust actual date of payment within the payments to reflect specified period shall be within the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by sole discretion of the Company’s principal bank.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)5.6, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code (such additional tax, together with any such interest and penalties, are hereinafter referred to as the “Additional Tax”), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) 6 months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial paymentpayment plus interest equal to the rate provided in Section 1274(b)(2)(B) of the Code). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in the event additional tax imposed pursuant to Section 409A of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)Code. To the extent such potential payments or benefits could become subject to such Section, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (Ai) on the date of termination of Executive’s 's employment with the Company or a subsidiarySubsidiary, any of the Company’s stock is shares of beneficial interest are publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (Bii) if Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (Ciii) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (Div) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1)) of the Code, as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)5.6, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s 's termination date, (2) the Executive’s 's death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particularEach continuation payment of the Executive’s Annual Salary, with respect as described in Sections 5.3 and 5.4, shall constitute a separate, individual payment for purposes of Code Section 409A. It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in the event additional tax imposed pursuant to Section 409A of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)Code. To the extent such potential payments or benefits could become subject to such Section, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), 409A(a)(l) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)5.6, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code (such additional tax, together with any such interest and penalties, are hereinafter referred to as the “Additional Tax”), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) 6 months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial paymentpayment plus interest equal to the rate provided in Section 1274(b)(2)(B) of the Code). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in the event additional tax imposed pursuant to Section 409A of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)Code. To the extent such potential payments or benefits could become subject to such Section, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiaryCompany, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments made hereunder upon termination from employment exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) ), and (D) Executive would receive any payment that, absent the application of this Section 2.9, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code (such additional tax, together with any such interest and penalties, are hereinafter referred to as the “Additional Tax”), then (if such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g), would be subject to interest and additional tax imposed pursuant to Section 409A(a) as a result of the application of Section 409A(2)(B)(i), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s 's termination date, (2) the Executive’s death death, or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax Additional Tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial paymentpayment plus interest equal to the rate provided in Section 1274(b)(2)(B) of the Code). In particularIt is the intention of the parties that payments or benefits payable under this Agreement not be subject to Additional Tax. To the extent such potential payments or benefits could become subject to Additional Tax, the parties shall cooperate to amend this Agreement with respect the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. It is further the intention of the parties that all of the payments under Sections 2.3, 2.4, 2.5 and 2.10 of this Agreement satisfy, to any lump sum payment otherwise required hereunderthe greatest extent possible, in the event of any delay in exemptions from the payment date as a result application of Section 409A(a)(2)(A)(i409A(a) of the Code provided under Treasury Regulation Sections 1.409A-1(b)(4) and (B)(i1.409A-1(b)(9), and this Agreement will be construed to the Company greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions under this Agreement) will adjust the payments to reflect the deferred be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bankterms.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiaryCompany, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments made hereunder upon termination from employment exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) ), and (D) Executive would receive any payment that, absent the application of this Section 2.9, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code (such additional tax, together with any such interest and penalties, are hereinafter referred to as the “Additional Tax”), then (if such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g), would be subject to interest and additional tax imposed pursuant to Section 409A(a) as a result of the application of Section 409A(2)(B)(i), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s termination date, (2) the Executive’s death death, or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax Additional Tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial paymentpayment plus interest equal to the rate provided in Section 1274(b)(2)(B) of the Code). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in Additional Tax. To the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)extent such potential payments or benefits could become subject to Additional Tax, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (ia) Anything in this Agreement to the contrary notwithstanding, if (A) on the date Date of termination Termination of ExecutiveEmployee’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive Employee is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B), (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), as a result of such termination, the Executive Employee would receive any payment that, absent the application of this Section 5(g)Section, would be subject to interest and additional tax imposed pursuant to Section 409A(a) as a result of the application of Section 409A(2)(B)(i), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the ExecutiveEmployee’s termination dateDate of Termination, (2) the ExecutiveEmployee’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i), the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s 's employment with the Company or a subsidiary, any of the Company’s 's stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “"Code”")), (B) if Executive is determined to be a “"specified employee” " within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1)) of the Code, as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)5.6, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s 's termination date, (2) the Executive’s 's death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in the event additional tax imposed pursuant to Section 409A of any delay in the payment date as a result of Code. To the extent such potential payments or benefits could become subject to such Section 409A(a)(2)(A)(i) and (B)(i)409A, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiaryCompany, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments made hereunder upon termination from employment exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) ), and (D) Executive would receive any payment that, absent the application of this Section 2.9, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code (such additional tax, together with any such interest and penalties, are hereinafter referred to as the “Additional Tax”), then (if such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g), would be subject to interest and additional tax imposed pursuant to Section 409A(a) as a result of the application of Section 409A(2)(B)(i), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s 's termination date, (2) the Executive’s death death, or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax Additional Tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial paymentpayment plus interest equal to the rate provided in Section 1274(b)(2)(B) of the Code). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in Additional Tax. To the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)extent such potential payments or benefits could become subject to Additional Tax, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiarySubsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) if Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1)) of the Code, as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)5.6, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in the event additional tax imposed pursuant to Section 409A of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)Code. To the extent such potential payments or benefits could become subject to such Section, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiarySubsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) if Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)22, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) 6 months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particularIt is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with respect the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. For purposes of Section 409A, the Executive’s right to any lump sum receive installment payments pursuant to this Agreement including, without limitation, each severance payment otherwise required hereunder, in the event of any delay in the payment date and COBRA continuation reimbursement shall be treated as a result right to receive a series of Section 409A(a)(2)(A)(iseparate and distinct payments. Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred. Any right to reimbursement or in kind benefits will not be subject to liquidation or exchange for another benefit. The amount of the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) and (B)(idays following the date of termination”), the Company will adjust actual date of payment within the payments to reflect specified period shall be within the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by sole discretion of the Company’s principal bank.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s 's employment with the Company or a subsidiary, any of the Company’s 's stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”"CODE")), (B) if Executive is determined to be a “"specified employee” " within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1)) of the Code, as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)5.6, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s 's termination date, (2) the Executive’s 's death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in the event additional tax imposed pursuant to Section 409A of any delay in the payment date as a result of Code. To the extent such potential payments or benefits could become subject to such Section 409A(a)(2)(A)(i) and (B)(i)409A, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1)) of the Code, as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g), would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)) of the Code, the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (Ai) on the date of termination of the Executive’s 's employment with the Company or a subsidiarySubsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (Bii) if the Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (Ciii) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (Div) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)5.6, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s 's termination date, (2) the Executive’s 's death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in the event additional tax imposed pursuant to Section 409A of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)Code. To the extent such potential payments or benefits could become subject to such Section, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section Section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1)) of the Code, as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g5(h), would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one (1) day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)) of the Code, the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s 's employment with the Company or a subsidiary, any of the Company’s 's stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)5.6, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code (such additional tax, together with any such interest and penalties, are hereinafter referred to as the “Additional Tax”), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) 6 months and one day after the Executive’s 's termination date, (2) the Executive’s 's death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial paymentpayment plus interest equal to the rate provided in Section 1274(b)(2)(B) of the Code). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in the event additional tax imposed pursuant to Section 409A of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)Code. To the extent such potential payments or benefits could become subject to such Section, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)5.6, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code (such additional tax, together with any such interest and penalties, are hereinafter referred to as the “Additional Tax”), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) 6 months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial paymentpayment plus interest equal to the rate provided in Section 1274(b)(2)(B) of the Code). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in Additional Tax. To the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)extent such potential payments or benefits could become subject to such Section, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii1.409A-1 (b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), 409A(a)(l) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)5.6, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code (such additional tax, together with any such interest and penalties, are hereinafter referred to as the “Additional Tax”), then no such payment shall be payable prior to the date that is the earliest of (1) six (6) 6 months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial paymentpayment plus interest equal to the rate provided in Section 1274(b)(2)(B) of the Code). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in the event additional tax imposed pursuant to Section 409A of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)Code. To the extent such potential payments or benefits could become subject to such Section, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (Ai) on the date of termination of the Executive’s 's employment with the Company or a subsidiarySubsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (Bii) if the Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (Ciii) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (Div) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)6.6, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s 's termination date, (2) the Executive’s 's death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in the event additional tax imposed pursuant to Section 409A of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)Code. To the extent such potential payments or benefits could become subject to such Section, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiarySubsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) if Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)23, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) 6 months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in the event additional tax imposed pursuant to Section 409A of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)Code. To the extent such potential payments or benefits could become subject to such Section, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s 's employment with the Company or a subsidiary, any of the Company’s 's stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section Section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1)) of the Code, as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g), would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s 's termination date, (2) the Executive’s 's death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) of the Code and (B)(i), the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s 's principal bank.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (Aa) on the date of termination of Executive’s employment with the Company University or a subsidiary, any of the CompanyUniversity’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (Bb) if Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (Cc) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (Dd) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)24, would be subject to interest and additional tax imposed pursuant to Section 409A(a409A (a) of the Code as a result of the application of Section 409A(2)(B)(i)) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1x) six (6) months and one day after the Executive’s termination date, (2y) the Executive’s death or (3z) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particularIt is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with respect the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. For purposes of Section 409A, the Executive’s right to any lump sum receive installment payments pursuant to this Agreement including, without limitation, each severance payment otherwise required hereunder, in the event of any delay in the payment date and COBRA continuation reimbursement shall be treated as a result right to receive a series of Section 409A(a)(2)(A)(iseparate and distinct payments. Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred. Any right to reimbursement or in kind benefits will not be subject to liquidation or exchange for another benefit. The amount of the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) and (B)(idays following the date of termination”), the Company will adjust actual date of payment within the payments to reflect specified period shall be within the deferred payment date by crediting interest thereon at sole discretion of the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bankUniversity.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiarySubsidiary, any of the Company’s or Parent’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) if Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)23, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) 6 months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in the event additional tax imposed pursuant to Section 409A of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)Code. To the extent such potential payments or benefits could become subject to such Section, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of the Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) if the Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1)) of the Code, as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)5.6, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in the event additional tax imposed pursuant to Section 409A of any delay in the payment date as a result of Code. To the extent such potential payments or benefits could become subject to such Section 409A(a)(2)(A)(i) and (B)(i)409A, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiarySubsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) if Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code. as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)5.6, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) 6 months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect It is the intention of the parties that payments or benefits payable under this Agreement not be subject to any lump sum payment otherwise required hereunder, in the event additional tax imposed pursuant to Section 409A of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)Code. To the extent such potential payments or benefits could become subject to such Section, the Company will adjust parties shall cooperate to amend this Agreement with the payments to reflect goal of giving the deferred payment date by crediting interest thereon at Executive the prime rate economic benefits described herein in effect at the time a manner that does not result in such amount first becomes payable, as quoted by the Company’s principal banktax being imposed.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiarySubsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) if Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)21, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) 6 months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particularIt is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with respect the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. For purposes of Section 409A, the Executive’s right to any lump sum receive installment payments pursuant to this Agreement including, without limitation, each severance payment otherwise required hereunder, in the event of any delay in the payment date and COBRA continuation reimbursement shall be treated as a result right to receive a series of Section 409A(a)(2)(A)(iseparate and distinct payments. Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred. Any right to reimbursement or in kind benefits will not be subject to liquidation or exchange for another benefit. The amount of the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) and (B)(idays following the date of termination”), the Company will adjust actual date of payment within the payments to reflect specified period shall be within the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by sole discretion of the Company’s principal bank.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (Ai) on the date of termination of Executive’s employment with the Company or a subsidiarySubsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (Bii) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code on the date of Executive’s separation from service with the Company, (Ciii) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (Div) such delay is required to avoid the imposition payments are not excluded from the application of Section 409A under Treasury Regulations section 1.409A-1(b)(4) or any other applicable provision of the tax set forth in Section 409A(a)(1), as a result of such termination, statute or Treasury Regulations; and (v) the Executive would receive any payment that, absent the application of this Section 5(g)5.6, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) 6 months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particularIt is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with respect the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. A termination of employment shall not be deemed to any lump sum payment otherwise required hereunder, in the event have occurred for purposes of any delay in provision of this Agreement providing for the payment date of any amounts or benefits constituting deferred compensation under Section 409A of the Code upon or following a termination of employment unless such termination of employment is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a termination of employment or like terms shall mean “separation from service.” All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year. For purposes of Section 409A of the Code, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a result right to receive a series of Section 409A(a)(2)(A)(iseparate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) and (B)(idays”), the Company will adjust actual date of payment within the payments to reflect specified period shall be within the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by sole discretion of the Company’s principal bank.. In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code be offset by any other payment pursuant to this Agreement or otherwise

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s 's employment with the Company or a subsidiary, any of the Company’s 's stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1)) of the Code, as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g), would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and one day after the Executive’s 's termination date, (2) the Executive’s 's death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particular, with respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i)) of the Code, the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s 's principal bank.

Limitations Under Code Section 409A. (i) Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive’s employment with the Company or a subsidiarySubsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) if Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B)) of the Code, (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1), ) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 5(g)23, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i)) of the Code, then no such payment shall be payable prior to the date that is the earliest of (1) six (6) 6 months and one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date (the “Delay Period”) as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). In particularIt is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with respect the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. For purposes of Section 409A, the Executive’s right to any lump sum receive installment payments pursuant to this Agreement including, without limitation, each severance payment otherwise required hereunder, in the event of any delay in the payment date and COBRA continuation reimbursement shall be treated as a result right to receive a series of Section 409A(a)(2)(A)(iseparate and distinct payments. Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred. Any right to reimbursement or in kind benefits will not be subject to liquidation or exchange for another benefit. The amount of the expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement in any other taxable year. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) and (B)(idays following the date of termination”), the Company will adjust actual date of payment within the payments to reflect specified period shall be within the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by sole discretion of the Company’s principal bank.