Common use of Payment Delay Clause in Contracts

Payment Delay. Notwithstanding anything herein to the contrary, if it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of Executive’s “separation from service” with the Company to prevent the imposition of any accelerated or additional tax under section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A- 1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Executive’s “separation of service” with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive in a lump sum on the first payroll date that occurs after the date that is six months following Executive’s “separation of service” with the Company. If Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of the Executive’s death.

Payment Delay. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time of Executive’s separation from service with the Company, the Company has securities which are publicly traded on an established securities market and Executive is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any severance payments or benefits otherwise payable under pursuant to this Agreement as a result of Executive’s “such separation from service” with the Company service to prevent the imposition of any accelerated or additional tax under section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) that are not otherwise paid within exempt from section 409A of the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A- 1(b)(9)(iii)Code, until the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” from service with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive in a lump sum to Executive on the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” from service with the Company. If Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of the Executive’s death.

Payment Delay. Notwithstanding anything herein to the contrary, if it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of ExecutiveEmployee’s “separation from service” with the Company to prevent the imposition of any accelerated or additional tax under section Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. section Section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A- 1(b)(9)(iiiSection 1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following ExecutiveEmployee’s “separation of service” with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive Employee in a lump sum on the first payroll date that occurs after the date that is six months following ExecutiveEmployee’s “separation of service” with the Company. If Executive Employee dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of ExecutiveEmployee’s estate within sixty (60) days after the date of the ExecutiveEmployee’s death.

Payment Delay. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time of Executive’s separation from service with the Company, the Company has securities which are publicly traded on an established securities market and Executive is a “specified employee” (as defined in Section 409A of the Code) and it is necessary to postpone the commencement of any severance payments or benefits otherwise payable under pursuant to this Agreement as a result of Executive’s “separation from service” with the Company such termination of employment to prevent the imposition of any accelerated or additional tax under section Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) that are not otherwise paid within the “short-term deferral exception” exception under Treas. Reg. section 1.409A-1(b)(4Section 409A of the Code and are in excess of the lesser of two times (i) and Executive’s then-annual compensation or (ii) the “separation pay exception” under Treas. Reg. section 1.409A- 1(b)(9)(iii)limit on compensation then set forth in Section 401(a)(17) of the code, until the first payroll date that occurs after the date that is six months following Executive’s “separation of from service” with the CompanyCompany (as defined under Section 409A of the Code). If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive in a lump sum to Executive on the first payroll date that occurs after the date that is six months following Executive’s “separation of from service” with the Company. If Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) 60 days after the date of the Executive’s death.

Payment Delay. Notwithstanding anything herein to the contrary, if it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of ExecutiveEmployee’s “separation from service” with the Company to prevent the imposition of any accelerated or additional tax under section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A- 1(b)(9)(iii1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following ExecutiveEmployee’s “separation of service” with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive Employee in a lump sum on the first payroll date that occurs after the date that is six months following ExecutiveEmployee’s “separation of service” with the Company. If Executive Employee dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of ExecutiveEmployee’s estate within sixty (60) days after the date of the ExecutiveEmployee’s death.

Payment Delay. Notwithstanding anything herein to the contrary, if it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Employment Agreement as a result of Executive’s “separation from service” with the Company to prevent the imposition of any accelerated or additional tax under section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A- 1(b)(9)(iii1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Executive’s “separation of service” with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive in a lump sum on the first payroll date that occurs after the date that is six months following Executive’s “separation of service” with the Company. If Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of the Executive’s death.

Payment Delay. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time of Executive’s separation from service with the Company, the Company has securities which are publicly traded on an established securities market and Executive is a “specified employee” (as defined in Section 409A of the Code) and it is necessary to postpone the commencement of any severance payments or benefits otherwise payable under pursuant to this Agreement as a result of Executive’s “separation from service” with the Company such termination of employment to prevent the imposition of any accelerated or additional tax under section Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) that are not otherwise paid within the “short-term deferral exception” exception under Treas. Reg. section 1.409A-1(b)(4Section 409A of the Code and are in excess of the lesser of two times (i) and Executive’s then-annual compensation or (ii) the “separation pay exception” under Treas. Reg. section 1.409A- 1(b)(9)(iii)limit on compensation then set forth in Section 401(a)(17) of the Code, until the first payroll date that occurs after the date that is six months following Executive’s “separation of from service” with the CompanyCompany (as defined under Section 409A of the Code). If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive in a lump sum to Executive on the first payroll date that occurs after the date that is six months following Executive’s “separation of from service” with the Company. If Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) 60 days after the date of the Executive’s death.

Payment Delay. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time of the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company, the Company has securities which are publicly-traded on an established securities market and the Executive is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of Executive’s “such separation from service” with the Company service to prevent the imposition of any accelerated or additional tax under section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid within the “short-short- term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) ), and the “separation pay exception” under Treas. Reg. section 1.409A- 1(b)(9)(iii1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following the Executive’s “separation of service” from service with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive in a lump sum to the Executive on the first payroll date that occurs after the date that is six months following Executive’s “separation of service” from service with the Company. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death.

Payment Delay. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time of the Executive’s separation from service with the Company, the Company has securities which are publicly-traded on an established securities market and the Executive is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any severance payments or benefits otherwise payable under pursuant to this Agreement as a result of Executive’s “such separation from service” with the Company service to prevent the imposition of any accelerated or additional tax under section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid within exempt from section 409A of the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A- 1(b)(9)(iii)Code, until the first payroll date that occurs after the date that is six (6) months following the Executive’s “separation of service” from service with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive in a lump sum to the Executive on the first payroll date that occurs after the date that is six (6) months following the Executive’s “separation of service” from service with the Company. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death.

Payment Delay. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time of the Executive’s separation from service with the Company, the Company has securities which are publicly traded on an established securities market and the Executive is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any severance payments or benefits otherwise payable under pursuant to this Agreement as a result of Executive’s “such separation from service” with the Company service to prevent the imposition of any accelerated or additional tax under section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid within exempt from section 409A of the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A- 1(b)(9)(iii)Code, until the first payroll date that occurs after the date that is six (6) months following the Executive’s “separation of service” from service with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive in a lump sum to the Executive on the first payroll date that occurs after the date that is six (6) months following the Executive’s “separation of service” from service with the Company. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death.. DB1/ 120506350.4

Payment Delay. Notwithstanding anything herein any provision in this Agreement to the contrary, if at the time of the Executive’s “separation of service” (as such term is defined under code section 409A of the Code) with the Company, the Company has securities which are publicly-traded on an established securities market and the Executive is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of Executive’s “such separation from service” with the Company service to prevent the imposition of any accelerated or additional tax under section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) ), and the “separation pay exception” under Treas. Reg. section 1.409A- 1(b)(9)(iii1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following the Executive’s “separation of service” from service with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive in a lump sum to the Executive on the first payroll date that occurs after the date that is six months following Executive’s “separation of service” service with the Company. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death.

Payment Delay. Notwithstanding anything herein to the contrary, if it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of ExecutiveEmployee’s “separation from service” with the Company to prevent the imposition of any accelerated or additional tax under section Section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. section Section 1.409A-1(b)(4) and the “separation pay exception” under TreasXxxxx. Reg. section 1.409A- 1(b)(9)(iiiSection 1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following ExecutiveEmployee’s “separation of service” with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive Employee in a lump sum on the first payroll date that occurs after the date that is six months following ExecutiveEmployee’s “separation of service” with the Company. If Executive Employee dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of ExecutiveEmployee’s estate within sixty (60) days after the date of the ExecutiveEmployee’s death.