Common use of Nonqualified Deferred Compensation Plan Clause in Contracts

Nonqualified Deferred Compensation Plan. For purposes of this Section 2(b)(ii), all capitalized terms not otherwise defined herein shall have the meaning set forth in the Company’s Nonqualified Deferred Compensation Plan (the “NQDC Plan”). Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and, as such, all payments under the NQDC Plan as a result of Executive’s separation from service on the Termination Date shall be subject to the six-month delay of payment in accordance with the terms of the NQDC Plan. Following the Termination Date, the account balances in Executive’s Deferral Account and Executive’s Company Restoration Matching Account under the NQDC Plan shall become payable in accordance with the terms of the NQDC Plan. In addition, Executive and the Company agree that the portion of Executive’s Supplemental Contribution Account under the NQDC Plan that would be vested as of the Termination Date (which vested amount is equal to approximately $893,699 as of November 18, 2014 and will increase or decrease through the payment date based on Executive’s deemed investment elections) and the amount attributable to the vested portion of the Supplemental Contribution Account as of the payment date shall become payable in accordance with the terms of the NQDC Plan following the Termination Date. Subject to Executive’s continued employment through the Termination Date, his compliance with the Restrictive Covenants and the execution and effectiveness of the Release, the portion of Executive’s Supplemental Contribution Account that would be unvested as of the Termination Date, which Executive and the Company agree is equal to approximately $223,424 as of November 18, 2014 and includes the Supplemental Contribution for fiscal year 2014 (such amount, subject to increase or decrease through the payment date based on Executive’s deemed investment elections, the “Discretionary NQDC Amount”), shall vest in full as of the Termination Date and, subject to Section 2(f), the Discretionary NQDC Amount as of the payment date shall become payable following the Termination Date in accordance with the terms of the NQDC Plan. Except as set forth in this Section 2(b)(ii), Executive shall have no further rights under the NQDC Plan.

Nonqualified Deferred Compensation Plan. For purposes of this Section 2(b)(ii), all capitalized terms not otherwise defined herein in this Section shall have the meaning set forth in the Company’s Nonqualified Deferred Compensation Plan (the “NQDC Plan”). Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and, as such, all payments under the NQDC Plan as a result of Executive’s separation from service on the Termination Date shall be subject to the six-month delay of payment in accordance with the terms of the NQDC Plan. Following the Termination Date, the account balances in Executive’s Deferral Account and Executive’s Account, Company Contribution Account, Company Restoration Matching Account, and Supplemental Contribution Account under the NQDC Plan Plan, including the additional amounts contributed by the Company pursuant to Section 2(c) hereof, shall become payable in accordance with the terms of the NQDC Plan. In addition, Executive and the Company acknowledge and agree that the portion balances of Executive’s Supplemental Contribution Account under the NQDC Plan that would be vested such accounts as of the Termination Date (which vested amount is equal to approximately $893,699 as of November 18, 2014 and will increase or decrease through the payment date or dates based on Executive’s deemed investment elections) and the amount attributable to the vested portion of the Supplemental Contribution Account as of the payment date shall become payable in accordance with the terms of the NQDC Plan following the Termination Date. Subject to Executive’s continued employment through the Termination Date, his compliance with the Restrictive Covenants and the execution and effectiveness of the Release, the portion of Executive’s Supplemental Contribution Account that would be unvested as of the Termination Date, which Executive and the Company agree is equal to approximately $223,424 as of November 18, 2014 and includes the Supplemental Contribution for fiscal year 2014 (such amount, subject to increase or decrease through the payment date based on Executive’s deemed investment elections, the “Discretionary NQDC Amount”), shall vest in full as of the Termination Date and, subject to Section 2(f), the Discretionary NQDC Amount as of the payment date shall become payable following the Termination Date in accordance with the terms of elections under the NQDC Plan. Except as set forth in this Section 2(b)(ii), Executive shall have no further rights under the NQDC Plan.

Nonqualified Deferred Compensation Plan. For purposes of this Section 2(b)(ii), all capitalized terms not otherwise defined herein shall have the meaning set forth in the Company’s Nonqualified Deferred Compensation Plan (the “NQDC Plan”). Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, {N3167971.3} 1 as amended, and, as such, all payments under the NQDC Plan as a result of Executive’s separation from service on the Termination Date shall be subject to the six-month delay of payment in accordance with the terms of the NQDC Plan. Following the Termination Date, the account balances in Executive’s Deferral Account and Executive’s Company Restoration Matching Account under the NQDC Plan shall become payable in accordance with the terms of the NQDC Plan. In addition, Executive and the Company agree that the no portion of Executive’s Supplemental Contribution Account under the NQDC Plan that would will be vested as of the Termination Date (which vested amount is equal to approximately $893,699 as of November 18, 2014 and will increase or decrease through the payment date based on Executive’s deemed investment elections) and the amount attributable to the vested portion of the Supplemental Contribution Account as of the payment date shall become payable in accordance with the terms of the NQDC Plan following the Termination Date. Subject However, subject to Executive’s continued employment through the Termination Date, his compliance with the Restrictive Covenants and the execution and effectiveness of the Release, the portion of Executive’s Supplemental Contribution Account that would be unvested as will become fully vested , which is one hundred percent (100%) of the Termination Dateunvested balance, and which Executive and the Company agree is equal to approximately $223,424 909,319 as of November 18March 31, 2014 and includes the Supplemental Contribution for fiscal year 2014 2016 (such amount, subject to increase or decrease through the payment date based on Executive’s deemed investment elections, the “Discretionary NQDC Amount”), shall vest in full as of the Termination Date and, subject to Section 2(f), the Discretionary NQDC Amount as of the payment date shall become payable following the Termination Date in accordance with the terms of the NQDC Plan, including the six-month delay described above. Except as set forth in this Section 2(b)(ii), Executive shall have no further rights under the NQDC Plan.

Nonqualified Deferred Compensation Plan. For purposes of this Section 2(b)(ii2(b)(iii), all capitalized terms not otherwise defined herein shall have the meaning set forth in the Company’s Nonqualified Deferred Compensation Plan (the “NQDC Plan”). Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and, as such, all payments under the NQDC Plan as a result of Executive’s separation from service on the Termination Date shall be subject to the six-month delay of payment in accordance with the terms of the NQDC Plan. Following the Termination Date, the account balances in Executive’s Deferral Account and Executive’s Company Restoration Matching Account under the NQDC Plan shall become payable in accordance with the terms of the NQDC Plan. In addition, Executive and the Company agree that the portion of Executive’s Supplemental Contribution Account under the NQDC Plan that would be vested as of the Termination Date (which vested amount is equal to approximately $893,699 787,111 as of November 1813, 2014 and will increase or decrease through the payment date based on Executive’s deemed investment elections) and the amount attributable to the vested portion of the Supplemental Contribution Account as of the payment date shall become payable in accordance with the terms of the NQDC Plan following the Termination Date. Subject to Executive’s continued employment through the Termination Date, his compliance with the Restrictive Covenants and the execution and effectiveness of the Release, the portion of Executive’s Supplemental Contribution Account that would be unvested as of the Termination Date, which Executive and the Company agree is equal to approximately $223,424 1,836,593 as of November 1813, 2014 and includes the Supplemental Contribution for fiscal year 2014 (such amount, subject to increase or decrease through the payment date based on Executive’s deemed investment elections, the “Discretionary NQDC Amount”), shall vest in full as of the Termination Date and, subject to Section 2(f2(e), the Discretionary NQDC Amount as of the payment date shall become payable following the Termination Date in accordance with the terms of the NQDC Plan. Except as set forth in this Section 2(b)(ii2(b)(iii), Executive shall have no further rights under the NQDC Plan.