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 (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 Executive’s Separation from Service, the Executive is a Specified Employee, then to the extent required for Executive not to incur additional taxes pursuant to Section 409A, no such 409A Payment shall be made to the Executive sooner than the earlier of (i) six (6) months after the Executive’s Separation from Service; or (ii) the date of Executive’s death. Should this Section 13 otherwise result in the delay of in-kind benefits, any such benefit shall be made available to the Executive by the Company during such delay period at Executive’s expense. Should this Section 13 result in payments or benefits to 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 Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 13, as well as reimbursement of the amount Executive 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 PrimeRrate quoted by XX Xxxxxx Xxxxx on the date that payments or benefits, as applicable, to Executive should have been made under this Agreement. For purposes of this Section 13, the term “Specified Employee” shall have the meaning set forth in Section 409A.

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 the ExecutiveEmployee’s Separation from Service, the Executive Employee is a Specified EmployeeEmployee (as defined below), then to the extent required for Executive Employee not to incur additional taxes pursuant to Section 409A409A of the Code, no such 409A Payment shall be made to the Executive sooner than Employee before the earlier of (i) six (6) months after the ExecutiveEmployee’s Separation from Service; or (ii) the date of ExecutiveEmployee’s death. Should this Section 13 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Executive Employee by the Company during such delay period at ExecutiveEmployee’s expense. Should this Section 13 15 result in payments or benefits to Executive 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 provided for stipulated in this Agreement, provided provided, however, that any amounts that would have been payable earlier but for the application of this Section 1315, as well as reimbursement of the amount Executive 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 PrimeRrate quoted by XX Xxxxxx Xxxxx 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 Executive Employee should have been made under this Agreement. For purposes of this Section 1315, the term “Specified Employee” shall have the meaning set forth in Section 409A.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 Code Section 409A (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 Executive’s Separation from Service, the Executive is a Specified Employee, then to the extent required for Executive not to incur additional taxes pursuant to Code Section 409A, no such 409A Payment shall be made to the Executive sooner earlier than the earlier of (i) six (6) months after the Executive’s Separation from Service; or (ii) the date of Executive’s his death. Should this Section 13 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Executive by the Company during such delay period at Executive’s expense. Should this Section 13 15 result in payments or benefits to 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 provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 1315, as well as reimbursement of the amount Executive 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 PrimeRrate quoted by XX Xxxxxx Xxxxx 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 Executive should have been made under this Agreement. For purposes of this Section 1315, the term “Specified Employee” shall have the meaning set forth in Code Section 409A.409A, 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, to the extent permissible under Code Section 409A, 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, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Executive to less than fifty percent (50%) of the average level of services performed by 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 (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 ExecutiveEmployee’s Separation from Service, the Executive Employee is a Specified Employee, then to the extent required for Executive Employee not to incur additional taxes pursuant to Code Section 409A, no such 409A Payment shall be made to the Executive sooner Employee earlier than the earlier of (i) six (6) months after the ExecutiveEmployee’s Separation from Service; or (ii) the date of Executive’s his death. Should this Section 13 21 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Executive Employee by the Company during such delay period at ExecutiveEmployee’s expense. Should this Section 13 21 result in payments or benefits to Executive 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 provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 1321, as well as reimbursement of the amount Executive 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 PrimeRrate quoted by XX Xxxxxx Xxxxx 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 Executive Employee should have been made under this Agreement. For purposes of this Section 1321, the term “Specified Employee” shall have the meaning set forth in Code Section 409A.409A, 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, to the extent permissible under Code Section 409A, 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, 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 (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 Executive’s Separation from Service, the Executive is a Specified Employee, then to the extent required for Executive not to incur additional taxes pursuant to Code Section 409A, no such 409A Payment shall be made to the Executive sooner earlier than the earlier of (i) six (6) months after the Executive’s Separation from Service; or (ii) the date of Executive’s her death. Should this Section 13 22 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Executive by the Company during such delay period at Executive’s expense. Should this Section 13 22 result in payments or benefits to 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 provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 1322, as well as reimbursement of the amount Executive 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 PrimeRrate quoted by XX Xxxxxx Xxxxx 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 Executive should have been made under this Agreement. For purposes of this Section 1322, the term “Specified Employee” shall have the meaning set forth in Code Section 409A.409A, 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, to the extent permissible under Code Section 409A, 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, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by the Executive to less than fifty (50%) of the average level of services performed by 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 (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 ExecutiveEmployee’s Separation from Service, the Executive Employee is a Specified Employee, then to the extent required for Executive Employee not to incur additional taxes pursuant to Code Section 409A, no such 409A Payment shall be made to the Executive sooner Employee earlier than the earlier of (i) six (6) months after the ExecutiveEmployee’s Separation from Service; or (ii) the date of ExecutiveEmployee’s death. Should this Section 13 otherwise 11 result in the a delay of in-kind benefits, any such benefit shall be made available to the Executive by the Company during such delay period at Executive’s expense. Should this Section 13 result in payments or benefits to Executive 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 provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 13, as well as reimbursement of the amount Executive paid for benefits pursuant to the preceding sentence11, shall be paid in lump-sum on the 409A Payment Date along with accrued interest at the PrimeRrate quoted by XX Xxxxxx Xxxxx on the date that payments or benefits, as applicable, to Executive should have been made under this AgreementDate. For purposes of this Section 1311, the term terms “Specified Employee” and “Separation from Service” shall have the meaning set forth in Code Section 409A.409A 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, 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 twenty (20%) of the average level of services performed by the Employee during the immediately preceding 12-month period (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 (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 Executive’s Separation from Service, the Executive is a Specified Employee, then to the extent required for Executive not to incur additional taxes pursuant to Code Section 409A, no such 409A Payment shall be made to the Executive sooner earlier than the earlier of (i) six (6) months after the Executive’s Separation from Service; or (ii) the date of Executive’s his death. Should this Section 13 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Executive by the Company during such delay period at Executive’s expense. Should this Section 13 15 result in payments or benefits to 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 provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 1315, as well as reimbursement of the amount Executive 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 PrimeRrate quoted by XX Xxxxxx Xxxxx 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 Executive should have been made under this Agreement. For purposes of this Section 1315, the term “Specified Employee” shall have the meaning set forth in Code Section 409A.409A, 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, to the extent permissible under Code Section 409A, 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, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Executive to less than fifty percent (50%) of the average level of services performed by 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 (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 Executive’s Separation from Service, the Executive is a Specified Employee, then to the extent required for Executive not to incur additional taxes pursuant to Code Section 409A, no such 409A Payment shall be made to the Executive sooner earlier than the earlier of (i) six (6) months after the Executive’s Separation from Service; or (ii) the date of Executive’s his death. Should this Section 13 16 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Executive by the Company during such delay period at Executive’s expense. Should this Section 13 16 result in payments or benefits to 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 provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 1316, as well as reimbursement of the amount Executive 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 PrimeRrate quoted by XX Xxxxxx Xxxxx on the date that payments or benefits, as applicable, to Executive should have been made under this Agreement. For purposes of this Section 13, the term “Specified Employee” shall have the meaning set forth in Section 409A.rate of

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 (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 ExecutiveEmployee’s Separation from Service, the Executive Employee is a Specified Employee, then to the extent required for Executive the Employee not to incur additional taxes pursuant to Code Section 409A, no such 409A Payment shall be made to the Executive sooner Employee earlier than the earlier of (ia) six (6) months after the ExecutiveEmployee’s Separation from Service; Service or (iib) the date of Executivethe Employee’s death. Should this Section 13 otherwise 19 result in the delay of in-kind benefits, any such benefit shall be made available to the Executive Employee by the Company during such delay period at Executivethe Employee’s expense. Should this Section 13 19.1 result in a delay of payments or benefits to Executive 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 provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 13, 19.1 as well as reimbursement of the amount Executive the Employee paid for benefits pursuant to the preceding sentence, shall be paid in lump-a lump sum on the 409A Payment Date along with accrued interest at the PrimeRrate quoted by XX Xxxxxx Xxxxx on the date that payments or benefits, as applicable, to Executive should have been made under this AgreementDate. For purposes of this Section 1319.1, the term “Specified Employee” shall have the meaning set forth in Section 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 (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 Executive’s Separation from Service, the Executive is a Specified Employee, then to the extent required for Executive not to incur additional taxes pursuant to Code Section 409A, no such 409A Payment shall be made to the Executive sooner earlier than the earlier of (i) six (6) months after the Executive’s Separation from Service; or (ii) the date of Executive’s his death. Should this Section 13 16 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Executive by the Company during such delay period at Executive’s expense. Should this Section 13 16 result in payments or benefits to 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 provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 1316, as well as reimbursement of the amount Executive 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 PrimeRrate quoted by XX Xxxxxx Xxxxx 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 Executive should have been made under this Agreement. For purposes of this Section 1316, the term “Specified Employee” shall have the meaning set forth in Code Section 409A.409A, 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, to the extent permissible under Code Section 409A, 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, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by Executive to less than fifty percent (50%) of the average level of services performed by 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 (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 Executive’s Separation from Service, the Executive is a Specified Employee, then to the extent required for Executive not to incur additional taxes pursuant to Code Section 409A, no such 409A Payment shall be made to the Executive sooner earlier than the earlier of (i) six (6) months after the Executive’s Separation from Service; or (ii) the date of Executive’s his death. Should this Section 13 22 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Executive by the Company during such delay period at Executive’s expense. Should this Section 13 22 result in of payments or benefits to 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 provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 1322, as well as reimbursement of the amount Executive 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 PrimeRrate quoted by XX Xxxxxx Xxxxx 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 Executive should have been made under this Agreement. For purposes of this Section 1322, the term “Specified Employee” shall have the meaning set forth in Code Section 409A.409A, 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, to the extent permissible under Code Section 409A, 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, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by the Executive to less than fifty (50%) of the average level of services performed by 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 (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 Executive’s Separation from Service, the Executive is a Specified Employee, then to the extent required for Executive not to incur additional taxes pursuant to Code Section 409A, no such 409A Payment shall be made to the Executive sooner earlier than the earlier of (i) six (6) months after the Executive’s Separation from Service; or (ii) the date of Executive’s his death. Should this Section 13 19 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Executive by the Company during such delay period at Executive’s expense. Should this Section 13 19 result in payments or benefits to 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 provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 1319, as well as reimbursement of the amount Executive 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 PrimeRrate quoted by XX Xxxxxx Xxxxx 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 Executive should have been made under this Agreement. For purposes of this Section 1319, the term “Specified Employee” shall have the meaning set forth in Code Section 409A.409A, 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, to the extent permissible under Code Section 409A, 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, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by the Executive to less than fifty (50%) of the average level of services performed by 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 (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 ExecutiveConsultant’s Separation from Service, the Executive Consultant is a Specified Employee, then to the extent required for Executive the Consultant not to incur additional taxes pursuant to Code Section 409A, no such 409A Payment shall be made to the Executive sooner Consultant earlier than the earlier of (i) six (6) months after the ExecutiveConsultant’s Separation from Service; or (ii) the date of Executive’s his death. Should this Section 13 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Executive Consultant by the Company during such delay period at Executivethe Consultant’s expense. Should this Section 13 15 result in payments or benefits to Executive 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 provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 1315, as well as reimbursement of the amount Executive the Consultant 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 PrimeRrate quoted by XX Xxxxxx Xxxxx 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 Executive the Consultant as should have been made under this Agreement. For purposes of this Section 1315, the term “Specified Employee” shall have the meaning set forth in Code Section 409A.409A, 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, to the extent permissible under Code Section 409A, 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, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by the Consultant to less than fifty percent (50%) of the average level of services performed by 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 (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 Executive’s Employee's Separation from Service, the Executive Employee is a Specified Employee, then to the extent required for Executive Employee not to incur additional taxes pursuant to Code Section 409A, no such 409A Payment shall be made to the Executive sooner Employee earlier than the earlier of (i) six (6) months after the Executive’s Employee's Separation from Service; or (ii) the date of Executive’s his death. Should this Section 13 21 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Executive Employee by the Company during such delay period at Executive’s Employee's expense. Should this Section 13 21 result in payments or benefits to Executive 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 provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 1321, as well as reimbursement of the amount Executive 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 PrimeRrate quoted by XX Xxxxxx Xxxxx 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 Executive Employee should have been made under this Agreement. For purposes of this Section 1321, the term “Specified Employee” shall have the meaning set forth in Code Section 409A.409A, 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, to the extent permissible under Code Section 409A, 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 409, 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.

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 (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 Executive’s Separation from Service, the Executive is a Specified Employee, then to the extent required for Executive not to incur additional taxes pursuant to Section 409A, no such 409A Payment shall be made to the Executive sooner than the earlier of (i) six (6) months after the Executive’s Separation from Service; or (ii) the date of Executive’s death. Should this Section 13 otherwise result in the delay of in-kind benefits, any such benefit shall be made available to the Executive by the Company during such delay period at Executive’s expense. Should this Section 13 result in payments or benefits to 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 Section 409A (the “409A Payment Date”), the Company shall make such payments and provide such benefits as provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 13, as well as reimbursement of the amount Executive 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 PrimeRrate PrimeRate quoted by XX Xxxxxx Xxxxx on the date that payments or benefits, as applicable, to Executive should have been made under this Agreement. For purposes of this Section 13, the term “Specified Employee” shall have the meaning set forth in Section 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 (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 ExecutiveEmployee’s Separation from Service, the Executive Employee is a Specified Employee, then to the extent required for Executive Employee not to incur additional taxes pursuant to Code Section 409A, no such 409A Payment shall be made to the Executive sooner Employee earlier than the earlier of (i) six (6) months after the ExecutiveEmployee’s Separation from Service; or (ii) the date of Executive’s his death. Should this Section 13 15 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Executive Employee by the Company during such delay period at ExecutiveEmployee’s expense. Should this Section 13 15 result in payments or benefits to Executive 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 provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 1315, as well as reimbursement of the amount Executive 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 PrimeRrate quoted by XX Xxxxxx Xxxxx 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 Executive Employee should have been made under this Agreement. For purposes of this Section 1315, the term “Specified Employee” shall have the meaning set forth in Code Section 409A.409A, 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, to the extent permissible under Code Section 409A, 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, 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 (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 Executive’s Separation from Service, the Executive is a Specified Employee, then to the extent required for Executive not to incur additional taxes pursuant to Code Section 409A, no such 409A Payment shall be made to the Executive sooner earlier than the earlier of (i) six (6) months after the Executive’s Separation from Service; or (ii) the date of Executive’s his death. Should this Section 13 otherwise paragraph 25 result in the delay of in-kind benefits, any such benefit shall be made available to the Executive by the Company during such delay period at Executive’s expense. Should this Section 13 paragraph 25 result in a delay of payments or benefits to Executive 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 provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 13, paragraph 25 as well as reimbursement of the amount Executive 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 PrimeRrate quoted by XX Xxxxxx Xxxxx on the date that payments or benefits, as applicable, to Executive should have been made under this AgreementDate. For purposes of this Section 13paragraph 25, the term terms “Specified Employee” and “Separation from Service” shall have the meaning set forth in Code Section 409A.409A 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, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by the Executive to less than fifty (50%) of the average level of services performed by the Executive during the immediately preceding 12-month period (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 (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 Executive’s Separation from Service, the Executive is a Specified Employee, then to the extent required for Executive not to incur additional taxes pursuant to Code Section 409A, no such 409A Payment shall be made to the Executive sooner earlier than the earlier of (i) six (6) months after the Executive’s Separation from Service; or (ii) the date of Executive’s his death. Should this Section 13 22 otherwise result in the delay of in-kind benefits (for example, health benefits), any such benefit shall be made available to the Executive by the Company during such delay period at Executive’s expense. Should this Section 13 22 result in payments or benefits to 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 provided for in this Agreement, provided that any amounts that would have been payable earlier but for the application of this Section 1322, as well as reimbursement of the amount Executive 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 PrimeRrate quoted by XX Xxxxxx Xxxxx 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 Executive should have been made under this Agreement. For purposes of this Section 1322, the term “Specified Employee” shall have the meaning set forth in Code Section 409A.409A, 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, to the extent permissible under Code Section 409A, 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, a Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by the Executive to less than fifty (50%) of the average level of services performed by the Executive during the immediately preceding 12-month period.