Common use of Six-Month Delay Clause in Contracts

Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement will be considered due or payable until the Employee has incurred a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then the severance benefits payable to the Employee under this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to the Employee on or within the six (6) month period following the Employee’s separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the Employee’s separation from service. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement will be considered due or payable until the Employee has incurred a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then the severance benefits payable to the Employee under this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to the Employee on or within the six (6) month period following the Employee’s separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the Employee’s separation from service. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement will be considered due or payable until the Employee Executive has incurred a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In additionNotwithstanding anything to the contrary in this Agreement, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service his termination (other than due to death), then the severance benefits payable to the Employee under this Agreementhim, if any, and pursuant to this Agreement, when considered together with any other severance payments or separation benefits that may be are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to the Employee on or that are payable within the first six (6) month period months following the Employee’s separation from service will accrue during such six (6) month period and his termination of employment, will become payable in a lump sum payment (less any applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the EmployeeExecutive’s separation from servicetermination of employment. All subsequent paymentsDeferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee Executive dies following his or her separation from service termination but prior to the six (6) month anniversary of his or her date of separationtermination, then any payments delayed in accordance with this paragraph Section 7 will be payable in a lump sum (less any applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after the date of the EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

Six-Month Delay. Notwithstanding anything To the extent (i) any payments to the contrary in which Executive becomes entitled under this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement will be considered due or payable until the Employee has incurred a “separation from service” within the meaning any agreement or plan referenced herein, in connection with Executive’s Termination of Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Employment with Employer constitute deferred compensation subject to Section 409A”). In addition, if ; (ii) Executive is deemed at the Employee is time of his Termination of Employment to be a “specified employee” within the meaning of under Section 409A 409A; and (iii) at the time of the EmployeeExecutive’s separation from service Termination of Employment, Employer is publicly traded (as defined in Section 409A), then such payments (other than due to death), then the severance benefits payable to the Employee under this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under permitted by Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to the Employee on or be paid within the six (6) month period following the Employee’s separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one of Executive’s Termination of Employment) shall not be made until the earlier of (1x) the first day of the seventh month following Executive’s Termination of Employment or (y) the date of the EmployeeExecutive’s separation from servicedeath following such Termination of Employment. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each During any period that payment or benefit. In no event will the Employee have discretion payments to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein Executive are deferred pursuant to the contraryforegoing, if Executive shall be entitled to interest on the Employee dies following his deferred payment or her separation from service but prior payments at a per annum rate equal to the six (6) month anniversary of his or her date of separation, then any payments delayed Federal-Funds rate as published in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after The Wall Street Journal on the date of Executive’s Termination of Employment with Employer. Upon the Employeeexpiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 27 (together with accrued interest thereon) shall be paid to Executive or Executive’s death and all other Deferred Compensation Separation Benefits will be payable beneficiary in accordance with the payment schedule applicable to each payment or benefitone lump sum.

Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under any other provisions of this Agreement will be considered due or payable until its Exhibits, including the Change in Control Agreement attached hereto as Exhibit B, if Employee has incurred is a “separation from service” Specified Employee (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In addition) on Employee’s date of Separation from Service, then if the Employee is a “specified employee” any payment of deferred compensation (within the meaning of Code Section 409A at the time of the 409A) is to be made upon or based upon Employee’s separation Separation from service Service other than by death, under any provision of this Agreement or of said Change in Control Agreement, and such payment of deferred compensation is to be made within six months after Employee’s date of Separation from Service, other than by death, then such payment shall instead be made on the date which is six months after such Separation from Service of Employee (other than due to by death),) provided further, then however, that in the severance benefits payable to the Employee under this Agreement, if any, and case of any other severance payments or separation benefits that may be considered payment of deferred compensation under Section 409A (togetherwhich is to be made in installments, with the “Deferred Compensation Separation Benefits”) otherwise due first such installment to the Employee be paid on or within the six (6) month period following the Employee’s separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the Employee’s separation from service. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after the date of Separation from Service other than by death, then in such event all such installments which would have otherwise been paid within the date which is six months after such Separation from Service of Employee (other than by death) shall be delayed, aggregated, and paid, notwithstanding any other provision of this Agreement or any other provision of said Change in Control Agreement, on the date which is six months after such Separation from Service of Employee (other than by death), with the remaining installments to continue thereafter until fully paid hereunder or under said Change in Control Agreement, as the case may be. Notwithstanding any of the foregoing, or any other provision of this Agreement or of said Change in Control Agreement, no payment of deferred compensation upon or based upon Separation from Service may be made under this Agreement or under said Change in Control Agreement before the date that is six months after the date of Separation from Service or, if earlier, the date of death, if Employee is a Specified Employee on Employee’s death and all other Deferred Compensation date of Separation Benefits will be payable in accordance with from Service. This Paragraph 7(D) shall only apply to delay the payment schedule applicable of deferred compensation to each payment or benefitSpecified Employees as required by Code Section 409A and the regulations and guidance issued thereunder.

Six-Month Delay. Notwithstanding anything to the contrary in any other provisions of this Employment Agreement, no Deferred Compensation Separation Benefits if Employee is a Specified Employee (as defined below) payable under this Agreement will be considered due or payable until the Employee has incurred a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In addition) on Employee’s date of Separation from Service, then if the Employee is a “specified employee” any payment of deferred compensation (within the meaning of Code Section 409A at the time of the 409A) is to be made upon or based upon Employee’s separation Separation from service Service other than by death, under any provision of this Employment Agreement, and such payment of deferred compensation is to be made within six months after Employee’s date of Separation from Service, other than by death, then such payment shall instead be made on the date which is six months after such Separation from Service of Employee (other than due to by death),) provided further, then however, that in the severance benefits payable to the Employee under this Agreement, if any, and case of any other severance payments or separation benefits that may be considered payment of deferred compensation under Section 409A (togetherwhich is to be made in installments, with the “Deferred Compensation Separation Benefits”) otherwise due first such installment to the Employee be paid on or within the six (6) month period following the Employee’s separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the Employee’s separation from service. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after the date of Separation from Service other than by death, then in such event all such installments which would have otherwise been paid within the date which is six months after such Separation from Service of Employee (other than by death) shall be delayed, aggregated, and paid, notwithstanding any other provision of this Employment Agreement, on the date which is six months after such Separation from Service of Employee (other than by death), with the remaining installments to continue thereafter until fully paid hereunder. Notwithstanding any of the foregoing, or any other provision of this Employment Agreement, no payment of deferred compensation upon or based upon Separation from Service may be made under this Employment Agreement before the date that is six months after the date of Separation from Service or, if earlier, the date of death, if Employee is a Specified Employee on Employee’s death and all other Deferred Compensation date of Separation Benefits will be payable in accordance with from Service. This Paragraph 1(j) shall only apply to delay the payment schedule applicable of deferred compensation to each payment or benefitSpecified Employees as required by Code Section 409A and the regulations and guidance issued thereunder.

Six-Month Delay. Notwithstanding anything (a) To the extent (i) any payment or payments to which the contrary in Executive becomes entitled under this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement will be considered due or payable until any agreement or plan referenced herein, in connection with the Employee has incurred a “separation from service” within Executive’s termination of employment with the meaning of Company constitute deferred compensation subject to Section 409A of the Internal Revenue Code Code, and (ii) the Executive is deemed at the time of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In addition, if the Employee is such termination of employment to be a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then the severance benefits payable to the Employee under this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A of the Code, then such payment or payments shall not be made or commence until the earliest of (together, A) the “Deferred Compensation Separation Benefits”) otherwise due to the Employee on or within expiration of the six (6) month period following the Employee’s separation measured from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the EmployeeExecutive’s “separation from service” (as such term is defined in final Treasury Regulations issued under Section 409A of the Code and any other guidance issued thereunder) with the Company; (B) the date the Executive becomes “disabled” (as defined in Section 409A of the Code); or (C) the date of the Executive’s death following such separation from service. All subsequent paymentsUpon the expiration of the applicable deferral period, if anyany payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 6 shall be paid to the Executive or the Executive’s beneficiary in one lump sum. (b) To the extent that any payment or payments referenced in Section 6(a) above become subject to the six month delay due to the Executive’s status as a specified employee, will any such payment shall be payable in accordance paid into the Trinity Industries, Inc. Severance Benefits Trust, under agreement dated as of September 9, 2008, on the date on which the Executive would have received such payment without application of this Section 6, and shall be paid to the Executive at the time the Executive becomes entitled to such payment or payments under this Section 6. (c) The Executive has reviewed with the payment schedule applicable to each payment or benefitExecutive’s own tax advisors the tax consequences of this Agreement and the transactions contemplated hereby. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee dies following The Executive is relying solely on his or her separation from service but prior to the six (6) month anniversary of his tax advisors and not on any statements or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after the date representations of the EmployeeCompany or any of its agents and understands that the Executive (and not the Company) shall be responsible for the Executive’s death and all other Deferred Compensation Separation Benefits will be payable own tax liability that may arise as a result of this Agreement or the transactions contemplated hereby, except as otherwise specifically provided in accordance with the payment schedule applicable to each payment or benefitthis Agreement.

Six-Month Delay. Notwithstanding anything (a) To the extent (i) any payment or payments to which the contrary in Executive becomes entitled under this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement will be considered due or payable until any agreement or plan referenced herein, in connection with the Employee has incurred a “separation from service” within Executive’s termination of employment with the meaning of Company constitute deferred compensation subject to Section 409A of the Internal Revenue Code Code, and (ii) the Executive is deemed at the time of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In addition, if the Employee is such termination of employment to be a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then the severance benefits payable to the Employee under this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A of the Code, then such payment or payments shall not be made or commence until the earliest of (together, A) the “Deferred Compensation Separation Benefits”) otherwise due to the Employee on or within expiration of the six (6) month period following the Employee’s separation measured from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the EmployeeExecutive’s “separation from service” (as such term is defined in final Treasury Regulations issued under Section 409A of the Code and any other guidance issued thereunder) with the Company; (B) the date the Executive becomes “disabled” (as defined in Section 409A of the Code); or (C) the date of the Executive’s death following such separation from service. All subsequent paymentsUpon the expiration of the applicable deferral period, if anyany payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 6 shall be paid to the Executive or the Executive’s beneficiary in one lump sum. (b) To the extent that any payment or payments referenced in Section 6(a) above become subject to the six month delay due to the Executive’s status as a specified employee, will any such payment shall be payable in accordance paid into the Trinity Industries, Inc. Severance Benefits Trust, under agreement dated as of ________________, _____, on the date on which the Executive would have received such payment without application of this Section 6, and shall be paid to the Executive at the time the Executive becomes entitled to such payment or payments under this Section 6. (c) The Executive has reviewed with the payment schedule applicable to each payment or benefitExecutive’s own tax advisors the tax consequences of this Agreement and the transactions contemplated hereby. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee dies following The Executive is relying solely on his or her separation from service but prior to the six (6) month anniversary of his tax advisors and not on any statements or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after the date representations of the EmployeeCompany or any of its agents and understands that the Executive (and not the Company) shall be responsible for the Executive’s death and all other Deferred Compensation Separation Benefits will be payable own tax liability that may arise as a result of this Agreement or the transactions contemplated hereby, except as otherwise specifically provided in accordance with the payment schedule applicable to each payment or benefitthis Agreement.

Six-Month Delay. Notwithstanding anything (a) To the extent (i) any payment or payments to which the contrary in Executive becomes entitled under this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement will be considered due or payable until any agreement or plan referenced herein, in connection with the Employee has incurred a “separation from service” within Executive’s termination of employment with the meaning of Company constitute deferred compensation subject to Section 409A of the Internal Revenue Code Code, and (ii) the Executive is deemed at the time of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In addition, if the Employee is such termination of employment to be a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then the severance benefits payable to the Employee under this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A of the Code, then such payment or payments shall not be made or commence until the earliest of (together, A) the “Deferred Compensation Separation Benefits”) otherwise due to the Employee on or within expiration of the six (6) month period following the Employee’s separation measured from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the EmployeeExecutive’s “separation from service” (as such term is defined in final Treasury Regulations issued under Section 409A of the Code and any other guidance issued thereunder) with the Company; (B) the date the Executive becomes “disabled” (as defined in Section 409A of the Code); or (C) the date of the Executive’s death following such separation from service. All subsequent paymentsUpon the expiration of the applicable deferral period, if anyany payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 6 shall be paid to the Executive or the Executive’s beneficiary in one lump sum. (b) To the extent that any payment or payments referenced in Section 6(a) above become subject to the six month delay due to the Executive’s status as a specified employee, will any such payment shall be payable in accordance paid into the Trinity Industries, Inc. Severance Benefits Trust, under agreement dated as of ________________, 201___, on the date on which the Executive would have received such payment without application of this Section 6, and shall be paid to the Executive at the time the Executive becomes entitled to such payment or payments under this Section 6. (c) The Executive has reviewed with the payment schedule applicable to each payment or benefitExecutive’s own tax advisors the tax consequences of this Agreement and the transactions contemplated hereby. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee dies following The Executive is relying solely on his or her separation from service but prior to the six (6) month anniversary of his tax advisors and not on any statements or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after the date representations of the EmployeeCompany or any of its agents and understands that the Executive (and not the Company) shall be responsible for the Executive’s death and all other Deferred Compensation Separation Benefits will be payable own tax liability that may arise as a result of this Agreement or the transactions contemplated hereby, except as otherwise specifically provided in accordance with the payment schedule applicable to each payment or benefitthis Agreement.

Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement will be considered due or payable until the Employee has incurred a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s his separation from service (other than due to death), then the severance benefits payable to the Employee under this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to the Employee Executive on or within the six (6) month period following the Employee’s his separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the Employee’s separation from service. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after the date of the Employee’s his death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be considered due or payable until the Employee Executive has incurred a “separation from service” within the meaning of Code Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In addition, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the Employee’s his separation from service (other than due to death), then the severance benefits payable to the Employee Executive under this AgreementAgreement that are considered deferred compensation, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to the Employee Executive on or within the six (6) month period following the Employee’s his separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the EmployeeExecutive’s separation from service. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee Executive dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the EmployeeExecutive’s estate as soon as administratively practicable after the date of the Employee’s his death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

Six-Month Delay. Notwithstanding anything to the contrary in any other provisions of this Article V Section F, or any other provision of this Agreement, no Deferred Compensation Separation Benefits or any provision of the Change in Control Agreement attached hereto as Exhibit A, if Maddy is a Specified Employee (as defined below) payable under this Agreement will be considered due or payable until the Employee has incurred a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In addition) on Maddy’s date of Separation from Service, then if the Employee is a “specified employee” any payment of deferred compensation (within the meaning of Code Section 409A at 409A) is to be made upon or based upon Maddy’s Separation from Service other than by death, under any provision of this Agreement or of said Change in Control Agreement, and such payment of deferred compensation is to be made within six months after Maddy’s date of Separation from Service, other than by death, then such payment shall instead be made on the time date which is six months after such Separation from Service of the Employee’s separation from service Maddy (other than due to by death),) provided further, then however, that in the severance benefits payable to the Employee under this Agreement, if any, and case of any other severance payments or separation benefits that may be considered payment of deferred compensation under Section 409A (togetherwhich is to be made in installments, with the “Deferred Compensation Separation Benefits”) otherwise due first such installment to the Employee be paid on or within the six (6) month period following the Employee’s separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the Employee’s separation from service. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after the date of Separation from Service other than by death, then in such event all such installments which would have otherwise been paid within the Employee’s death date which is six months after such Separation from Service of Maddy (other than by death) shall be delayed, aggregated, and all paid, notwithstanding any other Deferred Compensation provision of this Agreement or any other provision of said Change in Control Agreement, on the date which is six months after such Separation Benefits will be payable in accordance from Service of Maddy (other than by death), with the remaining installments to continue thereafter until fully paid hereunder or under said Change in Control Agreement, as the case may be. Notwithstanding any of the foregoing, or any other provision of this Agreement or of said Change in Control Agreement, no payment schedule applicable of deferred compensation upon or based upon Separation from Service may be made under this Agreement or under said Change in Control Agreement before the date that is six months after the date of Separation from Service or, if earlier, the date of death, if Maddy is a Specified Employee on Maddy’s date of Separation from Service. This Article V Section F 8 shall only apply to each delay the payment or benefitof deferred compensation to Specified Employees as required by Code Section 409A and the regulations and guidance issued thereunder.

Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section l.409A-1(b)(9) will be considered due or payable until the Employee Executive has incurred a “separation Separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”)Service. In addition, if the Employee as Executive currently is a “specified employee” within the meaning of Section 409A at and the time of the EmployeeCompany anticipates that Executive will continue to be a specified employee until Executive’s separation Separation from service (other than due to death)Service, then the severance benefits payable to the Employee Executive under this AgreementAgreement that are considered deferred compensation under Section 409A, if any, and any other severance payments or separation benefits that may be are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to will, except in the Employee case of death, be delayed for the period beginning on or within the six (6) month period following the Employee’s separation from service will accrue during such six (6) month period Termination Date and will become payable in a lump sum payment (less any applicable withholding taxes) ending on the date that is six (6) months and one following the Termination Date or, if later, six (16) day months following the date of the EmployeeExecutive’s separation Separation from serviceService. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will the Employee have discretion Each payment and benefit payable under this Agreement is intended to determine the taxable year of constitute a separate payment of any Deferred Compensation Separation Benefitsunder Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding anything herein to the contrary, if the Employee Executive dies following his or her separation Separation from service Service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph Section 7(i) or otherwise will be payable in a lump sum (less any applicable withholding taxes) to the EmployeeExecutive’s estate as soon as administratively practicable after the date of the Employee’s his death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

Six-Month Delay. Notwithstanding anything For purposes of this Letter, all references to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement will “termination of employment” shall be considered due or payable until the Employee has incurred deemed to refer to a “separation from service” within the meaning of as defined in Section 409A of the Internal Revenue Code of 1986, as amended and (the final regulations and any guidance promulgated thereunder (together, “Section 409ACode”). In additionIf and to the extent any portion of any payment, if the Employee compensation or other benefit provided to you under this Letter by reason of your termination of employment is a determined to constitute “specified employeenonqualified deferred compensation” within the meaning of Section 409A at the time for which no exemption is available and you are a specified employee as defined in Section 409A(a)(2)(B)(i) of the Employee’s separation from service Code, as determined by Vantiv in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the payment, compensation or other benefit will be paid within ten (other than due to death), then the severance benefits payable to the Employee under this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”10) otherwise due to the Employee on or within the six (6) month period days following the Employee’s separation from service will accrue during such six earlier of (6i) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date day that is six (6) months and plus one (1) day following the date of the Employee’s separation from service. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after the date of the Employee’s termination of employment or (ii) the date of your death (as applicable, the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and all other Deferred Compensation Separation Benefits the New Payment Date will be payable paid to you in a lump sum in the first payroll period beginning after such New Payment Date, and any remaining payments will be paid on their original schedule. General Purposes. For purposes of this Letter, each amount to be paid or benefit to be provided will be construed as a separate identified payment for purposes of Section 409A, and any payments that are due within the “short term deferral period” as defined in Section 409A or are paid in a manner covered by Treas. Reg. Section 1.409A-1(b)(9)(iii) will not be treated as deferred compensation unless applicable law requires otherwise. Neither the Vantiv Group nor you will have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. The payments and benefits provided pursuant to this Letter are intended to comply with, or be exempt from, the provisions of Section 409A and the terms of this Letter will be administered and construed in accordance with such intention. In any event, the payment schedule applicable Vantiv Group makes no representation or warranty and will have no liability to each payment you or benefitany other person if any penalties are imposed under Section 409A with respect to the payments and benefits provided pursuant to this Letter. Your employment with the Vantiv Group is on an at-will basis and no part of this Letter should be construed as a contract or guarantee of continued employment for any period of time. Either the Vantiv Group or you may terminate your employment at any time, for any reason or no reason, and with or without notice. No statement in this Letter or otherwise should be considered to change the status of your employment from at-will employment, unless it is made in writing and signed by the Chief Executive Officer of Vantiv (or his designee).

Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be considered due or payable until the Employee Executive has incurred a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In additionFurther, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the Employee’s his separation from service (other than due to death), then the severance benefits payable to the Employee Executive under this AgreementAgreement that are considered deferred compensation under Section 409A, if any, and any other severance payments or separation benefits that may be are considered deferred compensation under Section 409A 409A, if any (together, the “Deferred Compensation Separation Benefits”) otherwise due to the Employee Executive on or within the six (6) month period following the Employee’s his separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the EmployeeExecutive’s separation from service. All subsequent paymentspayments of Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will For purposes of clarity, the Employee have discretion to determine the taxable year of payment of any following severance benefits shall not constitute Deferred Compensation Separation Benefits: (A) the vesting acceleration of outstanding awards of stock options, stock appreciation rights or restricted stock described in Sections 7(a)(ii) and 7(b)(ii) unless such awards include deferral or other features that cause such awards to be subject to Section 409A; and (B) the COBRA reimbursements described in Sections 7(a)(iii) and 7(b)(iii). Notwithstanding anything herein to the contrary, if the Employee If Executive dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the EmployeeExecutive’s estate as soon as administratively practicable after the date of the Employee’s his death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be considered due or payable until the Employee Executive has incurred a “separation Separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”)Service. In addition, if the Employee as Executive currently is a “specified employee” within the meaning of Section 409A at and the time of the EmployeeCompany anticipates that Executive will continue to be a specified employee until Executive’s separation Separation from service (other than due to death)Service, then the severance benefits payable to the Employee Executive under this AgreementAgreement that are considered deferred compensation under Section 409A, if any, and any other severance payments or separation benefits that may be are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to will, except in the Employee case of death, be delayed for the period beginning on or within the six (6) month period following the Employee’s separation from service will accrue during such six (6) month period Termination Date and will become payable in a lump sum payment (less any applicable withholding taxes) ending on the date that is six (6) months and one following the Termination Date or, if later, six (16) day months following the date of the EmployeeExecutive’s separation Separation from serviceService. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee Executive dies following his or her separation Separation from service Service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph Section 7(i) or otherwise will be payable in a lump sum (less any applicable withholding taxes) to the EmployeeExecutive’s estate as soon as administratively practicable after the date of the Employee’s his death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

Six-Month Delay. Notwithstanding anything As noted in Section V(G) below, all payments to Sxxxxx upon a Separation from Service are intended to be exempt from the application of Code Section 409A as all amounts are paid or payable to Sxxxxx are payable by March 15th of the year following the year in which such amounts are no longer subject to a substantial risk of forfeiture (or such amounts are designed to fit within another exemption to the contrary in application of Code Section 409A). Notwithstanding any other provisions of this AgreementArticle V Section F, no Deferred Compensation Separation Benefits (as defined below) payable under or any other provision of this Agreement will be considered due or payable until the any attached Exhibit hereto, if Sxxxxx is a Specified Employee has incurred a “separation from service” (within the meaning of Code Section 409A 409A) on Sxxxxx' date of Separation from Service, and it is determined that any of the Internal Revenue Code amounts due to Sxxxxx under any provision of 1986, as amended and the final regulations and this Agreement or any guidance promulgated thereunder attached Exhibit hereto upon a Separation from Service constitute deferred compensation (together, “Section 409A”). In addition, if the Employee is a “specified employee” within the meaning of Code Section 409A), such payment shall be delayed as follows so as to comply with the requirements of Code Section 409A at and the time regulations and guidance issued thereunder. If such payment of deferred compensation is scheduled to be made within six months after Sxxxxx' date of Separation from Service, other than by death, then such payment shall instead be made on the Employee’s separation date which is six months after such Separation from service Service of Sxxxxx (other than due to by death); provided further, then however, that in the severance benefits payable to the Employee under this Agreement, if any, and case of any other severance payments or separation benefits that may be considered payment of deferred compensation under Section 409A (togetherwhich is to be made in installments, with the “Deferred Compensation Separation Benefits”) otherwise due first such installment to the Employee be paid on or within the six (6) month period following the Employee’s separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the Employee’s separation from service. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after the date of Separation from Service other than by death, then in such event all such installments which would have otherwise been paid within the Employee’s death date which is six months after such Separation from Service of Sxxxxx (other than by death) shall be delayed, aggregated, and all paid, notwithstanding any other Deferred Compensation provision of this Agreement or any attached Exhibit hereto, on the date which is six months after such Separation Benefits will be payable in accordance from Service of Sxxxxx (other than by death), with the payment schedule applicable remaining installments to each payment continue thereafter until fully paid hereunder or benefitunder any attached Exhibit hereto, as the case may be.

Six-Month Delay. Notwithstanding anything to the contrary in any other provisions of this Agreement, no Deferred Compensation Separation Benefits if Employee is a Specified Employee (as defined belowwithin the meaning of Code Section 409A) payable under this Agreement will be considered due or payable until the Employee has incurred a on Employee’s date of “separation from service” under Section 409A and Treas. Reg. §1.409A-1(h), then if any payment of deferred compensation (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In addition, if the Employee ) is a “specified employee” within the meaning of Section 409A at the time of the to be made upon or based upon Employee’s separation from service (other than due to by death), then the severance benefits payable to the Employee under any provision of this Agreement, if any, and any other severance payments or separation benefits that may be considered such payment of deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due is to the Employee on or be made within the six (6) month period following the months after Employee’s date of separation from service will accrue during service, other than by death, then such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) shall instead be made on the date which is six (6) months and one after such separation from service of Employee (1other than by death), provided further, however, that in the case of any payment of deferred compensation which is to be made in installments, with the first such installment to be paid on or within six (6) day following months after the date of separation from service other than by death, then in such event all such installments which would have otherwise been paid within the date which is six (6) months after such separation from service of Employee’s (other than by death) shall be delayed, aggregated, and paid, notwithstanding any other provision of this Agreement, on the date which is six (6) months after such separation from service of Employee (other than by death), with the remaining installments to continue thereafter until fully paid hereunder. Notwithstanding any of the foregoing, or any other provision of this Agreement, no payment of deferred compensation upon or based upon separation from service may be made under this Agreement before the date that is six (6) months after the date of separation from service or, if earlier, the date of death, if Employee is a Specified Employee on Employee’s date of separation from service. All subsequent payments, if any, will be payable in accordance with This Paragraph 15 shall only apply to delay the payment schedule applicable of deferred compensation to each payment or benefit. In no event will Specified Employees as required by Code Section 409A and the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after the date of the Employee’s death regulations and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefitguidance issued thereunder.

Six-Month Delay. Notwithstanding anything (a) To the extent (i) any payment or payments to which the contrary in Executive becomes entitled under this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement will be considered due or payable until any agreement or plan referenced herein, in connection with the Employee has incurred a “separation from service” within Executive’s termination of employment with the meaning of Company constitute deferred compensation subject to Section 409A of the Internal Revenue Code Code, and (ii) the Executive is deemed at the time of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In addition, if the Employee is such termination of employment to be a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then the severance benefits payable to the Employee under this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A of the Code, then such payment or payments shall not be made or commence until the earliest of (together, A) the “Deferred Compensation Separation Benefits”) otherwise due to the Employee on or within expiration of the six (6) month period following the Employee’s separation measured from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the EmployeeExecutive’s “separation from service” (as such term is defined in final Treasury Regulations issued under Section 409A of the Code and any other guidance issued thereunder) with the Company; or (B) the date of the Executive’s death following such separation from service. All subsequent paymentsUpon the expiration of the applicable deferral period, if any, will any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 6 shall be payable paid to the Executive or the Executive’s beneficiary in accordance with one lump sum. (b) To the payment schedule applicable to each extent that any payment or benefit. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee dies following his or her separation from service but prior payments referenced in Section 6(a) above become subject to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) delay due to the EmployeeExecutive’s estate status as soon as administratively practicable after a specified employee, any such payment shall be paid into the Trinity Industries, Inc. Severance Benefits Trust (which trust shall then be established if the Company has not established such trust prior to the date of the EmployeeExecutive’s death termination of employment) on the date on which the Executive would have received such payment without application of this Section 6, and all other Deferred Compensation Separation Benefits will shall be payable in accordance paid to the Executive at the time the Executive becomes entitled to such payment or payments under this Section 6. (c) The Executive has reviewed with the payment schedule applicable to each payment Executive’s own tax advisors the tax consequences of this Agreement and the transactions contemplated hereby. The Executive is relying solely on his or benefither tax advisors and not on any statements or representations of the Company or any of its agents and understands that the Executive (and not the Company) shall be responsible for the Executive’s own tax liability that may arise as a result of this Agreement or the transactions contemplated hereby, except as otherwise specifically provided in this Agreement.

Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be considered due or payable until the Employee Executive has incurred a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In additionFurther, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the Employee’s his separation from service (other than due to death), then the severance benefits payable to the Employee Executive under this AgreementAgreement that are considered deferred compensation under Section 409A, if any, and any other severance payments or separation benefits that may be are considered deferred compensation under Section 409A 409A, if any (together, the “Deferred Compensation Separation Benefits”) otherwise due to the Employee Executive on or within the six (6) month period following the Employee’s his separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the EmployeeExecutive’s separation from service. All subsequent paymentspayments of Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will For purposes of clarity, the Employee have discretion to determine the taxable year of payment of any following severance benefits shall not constitute Deferred Compensation Separation Benefits: (A) the vesting acceleration of outstanding awards of stock options, stock appreciation rights or restricted stock described in Sections 7(a)(iii) and 7(b)(iv) unless such awards include deferral or other features that cause such awards to be subject to Section 409A; and (B) the COBRA reimbursements described in Sections 7(a)(iv) and 7(b)(v). Notwithstanding anything herein to the contrary, if the Employee If Executive dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the EmployeeExecutive’s estate as soon as administratively practicable after the date of the Employee’s his death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

Six-Month Delay. Notwithstanding anything to the contrary in any other provisions of this Employment Agreement, no Deferred Compensation Separation Benefits if Employee is a Specified Employee (as defined below) payable under this Agreement will be considered due or payable until the Employee has incurred a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In addition) on Employee’s date of Separation from Service, then if the Employee is a “specified employee” any payment of deferred compensation (within the meaning of Code Section 409A at the time of the 409A) is to be made upon or based upon Employee’s separation Separation from service Service other than by death, under any provision of this Employment Agreement, and such payment of deferred compensation is to be made within six months after Employee’s date of Separation from Service, other than by death, then such payment shall instead be made on the date which is six months after such Separation from Service of Employee (other than due to by death),) provided further, then however, that in the severance benefits payable to the Employee under this Agreement, if any, and case of any other severance payments or separation benefits that may be considered payment of deferred compensation under Section 409A (togetherwhich is to be made in installments, with the “Deferred Compensation Separation Benefits”) otherwise due first such installment to the Employee be paid on or within the six (6) month period following the Employee’s separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the Employee’s separation from service. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the Employee’s estate as soon as administratively practicable after the date of Separation from Service other than by death, then in such event all such installments which would have otherwise been paid within the date which is six months after such Separation from Service of Employee (other than by death) shall be delayed, aggregated, and paid, notwithstanding any other provision of this Employment Agreement, on the date which is six months after such Separation from Service of Employee (other than by death), with the remaining installments to continue thereafter until fully paid hereunder. Notwithstanding any of the foregoing, or any other provision of this Employment Agreement, no payment of deferred compensation upon or based upon Separation from Service may be made under this Employment Agreement before the date that is six months after the date of Separation from Service or, if earlier, the date of death, if Employee is a Specified Employee on Employee’s death and all other Deferred Compensation date of Separation Benefits will be payable in accordance with from Service. This Paragraph 2(b) shall only apply to delay the payment schedule applicable of deferred compensation to each payment or benefitSpecified Employees as required by Code Section 409A and the regulations and guidance issued thereunder.

Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) payable under this Agreement will be considered due or payable until the Employee Executive has incurred a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). 409A. In addition, if the Employee Executive is a “specified employee” within the meaning of Section 409A at the time of the Employee’s his separation from service (other than due to death), then the severance benefits payable to the Employee Executive under this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to the Employee Executive on or within the six (6) month period following the Employee’s his separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable withholding taxes) on the date six (6) months and one (1) day following the date of the EmployeeExecutive’s separation from service. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. Notwithstanding anything herein to the contrary, if the Employee Executive dies following his or her separation from service but prior to the six (6) month anniversary of his or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable withholding taxes) to the EmployeeExecutive’s estate as soon as administratively practicable after the date of the Employee’s his death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.