Common use of Payments to Specified Employees Clause in Contracts

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employee’s Separation from Service, Employee is a Specified Employee (as defined below), then to the extent required for Employee not to incur additional taxes pursuant to Section 409A of the Code, no such 409A Payment shall be made to Employee before the earlier of (i) six months after Employee’s Separation from Service; or (ii) the date of Employee’s death. Should this Section 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee by the Company during such delay period at Employee’s expense. Should this Section 15 result in payments or benefits to Employee at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated in this Agreement, provided, however, that any amounts that would have been payable earlier but for the application of this Section 15, as well as reimbursement of the amount Employee paid for benefits pursuant to the preceding sentence, shall be paid in lump sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this Agreement. For purposes of this Section 15, the term “Specified Employee” shall have the meaning set forth in Section 409A of the Code, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, to the extent permissible under Section 409A of the Code, subsidiaries and affiliates of the Company are those included by using a 20% standard to define the controlled group under Code Section 1563(a) in lieu of the 50% default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee to less than 50% of the average level of services performed by Employee during the immediately preceding 12-month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employeethe Executive’s Separation from Service, Employee the Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Executive sooner than the earlier of (i) six (6) months after Employeethe Executive’s Separation from Service; or (ii) the date of EmployeeExecutive’s death. Should this Section 15 13 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 13 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1513, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) PrimeRrate quoted by XX Xxxxxx Xxxxx on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 1513, the term “Specified Employee” shall have the meaning set forth in Section 409A of the Code, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, to the extent permissible under Section 409A of the Code, subsidiaries and affiliates of the Company are those included by using a 20% standard to define the controlled group under Code Section 1563(a) in lieu of the 50% default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee to less than 50% of the average level of services performed by Employee during the immediately preceding 12-month period.409A.

Payments to Specified Employees. (a) To the extent that any payment or benefit pursuant the Executive is a “specified employee” (as defined below) as of a separation from service, payments due to the Executive under this Agreement constitutes upon a “deferral separation from service that represent payment of compensation” deferred compensation that is subject to Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employee’s Separation from Service, Employee is a Specified Employee (as defined below), then to the extent required for Employee not to incur additional taxes pursuant to Section 409A of the Code, shall begin no such 409A Payment shall be made to Employee before the earlier of (i) sooner than six months after Employeethe Executive’s Separation separation from Serviceservice; or (ii) the date of Employee’s death. Should this Section 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee by the Company during such delay period at Employee’s expense. Should this Section 15 result in payments or benefits to Employee at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated in this Agreement, provided, however, that any amounts payments not made during the six month period described in this Section 12(a) shall be made in a single lump sum as soon as administratively practicable after the expiration of such six month period; provided, further, that, to the extent this Agreement provides for payment of deferred compensation only upon an involuntary separation from service or pursuant to a window program, the six month delay required under this Section 12(a) shall not apply to the portion of any payment resulting from the Executive’s “involuntary separation from service” (as defined in Treasury Reg. Section 1.409A-1(n) and including a “separation from service for good reason,” as defined in Treasury Reg. Section 1.409A-1(n)(2)) that would have been (i) is payable earlier but no later than the last day of the second year following the year in which the separation from service occurs, and (ii) does not exceed two times the lesser of (1) the Executive’s annualized compensation for the year prior to the year in which the separation from service occurs, or (2) the dollar limit described in Section 401(a)(17) of the Code. (b) To the extent any life, health, disability or other welfare benefit coverage provided to the Executive under this Agreement would be taxable to the Executive, the taxable amount of such coverage shall not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code determined as of the year in which the Executive’s separation from service occurs. The intent of the foregoing sentence is to permit Peoples and the Bank to treat the provision of such benefits as a limited payment under Treasury Reg. Section 1.409A-1(a)(9)(v)(D) so as to avoid application of this Section 15, as well as reimbursement of the amount Employee paid six month delay rule for benefits pursuant to the preceding sentence, shall be paid in lump sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this Agreementspecified employees. For purposes of this Agreement, any reference to severance of employment or termination of employment shall mean a “separation from service” as defined in Treasury Reg. Section 151.409A-1(h). (c) For purposes of this Agreement, the term “Specified Employeespecified employee” shall have the meaning set forth in Treasury Reg. Section 409A 1.409A-1(i) and shall include, without limitation, (1) an officer of the Bank or Peoples having annual compensation greater than $130,000 (as adjusted for inflation under the Code), as determined in accordance with (2) a five percent owner of the methodology established Bank or Peoples, or (3) a one percent owner of the Bank or Peoples having annual compensation of more than $150,000. The determination of whether the Executive is a “specified employee” shall be made by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of Bank in good faith applying the Code, to the extent permissible under Section 409A of the Code, subsidiaries and affiliates of the Company are those included by using a 20% standard to define the controlled group under Code Section 1563(a) in lieu of the 50% default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee to less than 50% of the average level of services performed by Employee during the immediately preceding 12-month periodapplicable Treasury regulations.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of EmployeeExecutive’s Separation from Service, Employee Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before Executive earlier than the earlier of (i) six (6) months after EmployeeExecutive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 15, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 15, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee Executive to less than fifty percent (50% %) of the average level of services performed by Employee Executive during the immediately preceding twelve (12-) month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employeethe Executive’s Separation from Service, Employee the Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Executive earlier than the earlier of (i) six (6) months after Employeethe Executive’s Separation from Service; or (ii) the date of Employee’s her death. Should this Section 15 22 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 22 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1522, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 1522, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee the Executive to less than fifty (50% %) of the average level of services performed by Employee the Executive during the immediately preceding 12-month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of the Employee’s Separation from Service, the Employee is a Specified Employee (as defined below)Employee, then to the extent required for Employee not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to the Employee before earlier than the earlier of (i) six (6) months after the Employee’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 21 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Employee by the Company during such delay period at Employee’s expense. Should this Section 15 21 result in payments or benefits to Employee at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1521, as well as reimbursement of the amount Employee paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this Agreement. For purposes of this Section 1521, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by the Employee to less than fifty (50% %) of the average level of services performed by the Employee during the immediately preceding 12-month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employee’s Separation from Service, Employee is a Specified Employee (as defined below)Employee, then to the extent required for Employee not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before earlier than the earlier of (i) six (6) months after Employee’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee by the Company during such delay period at Employee’s expense. Should this Section 15 result in payments or benefits to Employee at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 15, as well as reimbursement of the amount Employee paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this Agreement. For purposes of this Section 15, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee to less than fifty percent (50% %) of the average level of services performed by Employee during the immediately preceding twelve (12-) month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of EmployeeExecutive’s Separation from Service, Employee Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before Executive earlier than the earlier of (i) six (6) months after EmployeeExecutive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 16 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 16 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1516, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 1516, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee Executive to less than fifty percent (50% %) of the average level of services performed by Employee Executive during the immediately preceding twelve (12-) month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) Payment treated as payable upon a Separation from Service, then, if on the date of the Employee’s Separation from Service, the Employee is a Specified Employee (as defined below)Employee, then to the extent required for the Employee not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to the Employee before earlier than the earlier of (ia) six (6) months after the Employee’s Separation from Service; Service or (iib) the date of the Employee’s death. Should this Section 15 otherwise 19 result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Employee by the Company during such delay period at the Employee’s expense. Should this Section 15 19.1 result in a delay of payments or benefits to Employee at a later time than otherwise would have been made under this Agreementthe Employee, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 15, 19.1 as well as reimbursement of the amount the Employee paid for benefits pursuant to the preceding sentence, shall be paid in a lump sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this AgreementDate. For purposes of this Section 1519.1, the term “Specified Employee” shall have the meaning set forth in Section 409A of the Code, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, to the extent permissible under Section 409A of the Code, subsidiaries and affiliates of the Company are those included by using a 20% standard to define the controlled group under Code Section 1563(a) in lieu of the 50% default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee to less than 50% of the average level of services performed by Employee during the immediately preceding 12-month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employeethe Executive’s Separation from Service, Employee the Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Executive sooner than the earlier of (i) six (6) months after Employeethe Executive’s Separation from Service; or (ii) the date of EmployeeExecutive’s death. Should this Section 15 13 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 13 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1513, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) PrimeRate quoted by XX Xxxxxx Xxxxx on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 1513, the term “Specified Employee” shall have the meaning set forth in Section 409A of the Code, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, to the extent permissible under Section 409A of the Code, subsidiaries and affiliates of the Company are those included by using a 20% standard to define the controlled group under Code Section 1563(a) in lieu of the 50% default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee to less than 50% of the average level of services performed by Employee during the immediately preceding 12-month period.409A.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a “separation from service” pursuant to Code Section 409A (“Separation from Service”), then, if on the date of the Employee’s Separation from Service, the Employee is a Specified Employee (as defined below)Employee, then to the extent required for Employee not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to the Employee before earlier than the earlier of (i) six (6) months after the Employee’s Separation from Service; or (ii) the date of Employee’s death. Should this Section 15 otherwise 11 result in the a delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee by the Company during such delay period at Employee’s expense. Should this Section 15 result in payments or benefits to Employee at a later time than otherwise would have been made under this AgreementEmployee, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 15, as well as reimbursement of the amount Employee paid for benefits pursuant to the preceding sentence11, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this AgreementDate. For purposes of this Section 1511, the term terms “Specified Employee” and “Separation from Service” shall have the meaning set forth in Code Section 409A of the Code, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, to the extent permissible under Section 409A of the Code, subsidiaries and affiliates of the Company are those included by using a 20% standard to define the controlled group under Code Section 1563(a) in lieu of the 50% default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by the Employee to less than 50% twenty (20%) of the average level of services performed by the Employee during the immediately preceding 12-month periodperiod (or period of service if less than 12 months).

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employeethe Executive’s Separation from Service, Employee the Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Executive earlier than the earlier of (i) six (6) months after Employeethe Executive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 22 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 22 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1522, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 1522, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee the Executive to less than fifty (50% %) of the average level of services performed by Employee the Executive during the immediately preceding 12-month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employeethe Consultant’s Separation from Service, Employee the Consultant is a Specified Employee (as defined below)Employee, then to the extent required for Employee the Consultant not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Consultant earlier than the earlier of (i) six (6) months after Employeethe Consultant’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Consultant by the Company during such delay period at Employeethe Consultant’s expense. Should this Section 15 result in payments or benefits to Employee the Consultant at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 15, as well as reimbursement of the amount Employee the Consultant paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee the Consultant as should have been made under this Agreement. For purposes of this Section 15, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee the Consultant to less than fifty percent (50% %) of the average level of services performed by Employee the Consultant during the immediately preceding twelve (12-) month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employeethe Executive’s Separation from Service, Employee the Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Executive earlier than the earlier of (i) six (6) months after Employeethe Executive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 22 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 22 result in of payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1522, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 1522, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee the Executive to less than fifty (50% %) of the average level of services performed by Employee the Executive during the immediately preceding 12-month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of Employeethe Executive’s Separation from Service, Employee the Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Executive earlier than the earlier of (i) six (6) months after Employeethe Executive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 19 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 19 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1519, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 1519, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee the Executive to less than fifty (50% %) of the average level of services performed by Employee the Executive during the immediately preceding 12-month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a “separation from service” pursuant to Code Section 409A (“Separation from Service”), then, if on the date of Employeethe Executive’s Separation from Service, Employee the Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before the Executive earlier than the earlier of (i) six (6) months after Employeethe Executive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 otherwise paragraph 25 result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee the Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 paragraph 25 result in a delay of payments or benefits to Employee at a later time than otherwise would have been made under this AgreementExecutive, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 15, paragraph 25 as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this AgreementDate. For purposes of this Section 15paragraph 25, the term terms “Specified Employee” and “Separation from Service” shall have the meaning set forth in Code Section 409A of the Code, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, to the extent permissible under Section 409A of the Code, subsidiaries and affiliates of the Company are those included by using a 20% standard to define the controlled group under Code Section 1563(a) in lieu of the 50% default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee the Executive to less than fifty (50% %) of the average level of services performed by Employee the Executive during the immediately preceding 12-month periodperiod (or period of service if less than 12 months).

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of EmployeeExecutive’s Separation from Service, Employee Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before Executive earlier than the earlier of (i) six (6) months after EmployeeExecutive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 15, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the The Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee Executive should have been made under this Agreement. For purposes of this Section 15, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee Executive to less than fifty percent (50% %) of the average level of services performed by Employee Executive during the immediately preceding twelve (12-) month period.

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a Separation from Service, then, if on the date of EmployeeExecutive’s Separation from Service, Employee Executive is a Specified Employee (as defined below)Employee, then to the extent required for Employee Executive not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to Employee before Executive earlier than the earlier of (i) six (6) months after EmployeeExecutive’s Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 16 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to Employee Executive by the Company during such delay period at EmployeeExecutive’s expense. Should this Section 15 16 result in payments or benefits to Employee Executive at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1516, as well as reimbursement of the amount Employee Executive paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this Agreement. For purposes of this Section 15, the term “Specified Employee” shall have the meaning set forth in Section 409A of the Code, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, to the extent permissible under Section 409A of the Code, subsidiaries and affiliates of the Company are those included by using a 20% standard to define the controlled group under Code Section 1563(a) in lieu of the 50% default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Section 409A of the Code, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Employee to less than 50% of the average level of services performed by Employee during the immediately preceding 12-month period.of

Payments to Specified Employees. To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Code Section 409A of the Code (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) treated as payable upon a “separation from service” pursuant to Code Section 409A (“Separation from Service”), then, if on the date of the Employee’s 's Separation from Service, the Employee is a Specified Employee (as defined below)Employee, then to the extent required for Employee not to incur additional taxes pursuant to Code Section 409A of the Code409A, no such 409A Payment shall be made to the Employee before earlier than the earlier of (i) six (6) months after the Employee’s 's Separation from Service; or (ii) the date of Employee’s his death. Should this Section 15 21 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Employee by the Company during such delay period at Employee’s 's expense. Should this Section 15 21 result in payments or benefits to Employee at a later time than otherwise would have been made under this Agreement, on the first day any such payments or benefits may be made without incurring additional tax pursuant to Code Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as stipulated provided for in this Agreement, provided, however, provided that any amounts that would have been payable earlier but for the application of this Section 1521, as well as reimbursement of the amount Employee paid for benefits pursuant to the preceding sentence, shall be paid in lump lump-sum on the 409A Payment Date along with accrued interest at the rate of interest published in the Wall Street Journal as the “prime rate” (or equivalent) on the date that payments or benefits, as applicable, to Employee should have been made under this Agreement. For purposes of this Section 1521, the term “Specified Employee” shall have the meaning set forth in Code Section 409A of the Code409A, as determined in accordance with the methodology established by the Company. For purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409A, to the extent permissible under Code Section 409A of the Code409A, subsidiaries and affiliates of the Company are those included by using a twenty percent (20% %) standard to define the controlled group under Code Section 1563(a) in lieu of the fifty percent (50% %) default rule. In addition, for purposes of determining whether a Separation from Service has occurred for purposes of Code Section 409A of the Code409, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by the Employee to less than fifty percent (50% %) of the average level of services performed by the Employee during the immediately preceding 12-month period.