Common use of Specified Employee Provisions Clause in Contracts

Specified Employee Provisions. For purposes of determining the time of payment of any severance payable pursuant to Section 4(b)(ii), Section 4(c)(ii) and Section 4(d)(i)(B), and the timely return of the Release in accordance with Section 4(f), the Date of Termination shall be the date that the Executive incurs a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h). To the extent the Executive’s “separation from service” is within the 60 day period ending on December 31 of any calendar year, the severance payable pursuant to Section 4(b)(ii), Section 4(c)(ii) and Section 4(d)(i)(B) will be paid no earlier than the first business day of the following calendar year. In the event the Executive is determined, in accordance with the methods specified in the regulations issued under Section 409A of the Code, to be a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code) of the Company at the time of the Executive’s “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable regulations and administrative guidance issued thereunder) then, in-lieu of providing Welfare Benefit Continuation pursuant to this Section 4 with respect to benefits that would not constitute medical expenses deductible under section 213 of the Code (disregarding the requirement of section 213(a) of the Code that the deduction is available only to the extent that such expenses exceed 7.5 percent of adjusted gross income) (“Non-Medical Continuation Benefits”), during the six month period following Executive’s “separation from service,” the Company shall pay to the Executive an amount equal to the Company-provided costs of such Non-Medical Continuation Benefits in a single lump sum payment on the first day of the seventh month following the Executive’s “separation from service.” Nothing in this Section 4(h) will impact the obligation of the Company to provide Welfare Benefit Continuation as provided in this Section 4 with respect to Welfare Benefits other than Non-Medical Continuation Benefits or to provide Non-Medical Continuation Benefits following the six month period following Executive’s “separation from service.” This Section 4(h) will have no effect with respect to benefits payable pursuant to this Agreement due to the Executive’s Disability.

Specified Employee Provisions. For purposes of determining “Notwithstanding anything herein to the time of payment of any severance payable pursuant to contrary, if the Executive is a “specified employee,” as defined under Section 4(b)(ii)409A, Section 4(c)(ii) and Section 4(d)(i)(B), and the timely return of the Release in accordance with Section 4(f)Company, as determined by the Date Board or the Compensation Committee of Termination shall be the Company or the Company’s parent company from time to time, upon the date that the Executive incurs a of his “separation from service,” within as defined in Section 409A, from the meaning of Treasury Regulation § 1.409A-1(hCompany (his “Separation from Service”). To , then, to the extent any payment or provision of benefits under this Agreement upon the Executive’s “separation Separation from service” Service is within the 60 day period ending on December 31 of any calendar year, the severance payable pursuant subject to Section 4(b)(ii), Section 4(c)(ii) and Section 4(d)(i)(B) will be paid no earlier than the first business day of the following calendar year. In the event the Executive is determined, in accordance with the methods specified in the regulations issued under Section 409A of the Code, no such payment shall be made and the Executive shall be responsible for the full cost of such benefits for six (6) months following the Executive’s Separation from Service; provided, however, that such six month delay of payments shall not apply to be a “specified employee” any payments or benefits that are not subject to Section 409A, including the following: (within a) any severance or other payments that become due and payable during the meaning of Section 409A(a)(2)(B)(i) of period commencing with the Code) of the Company at the time date of the Executive’s date of termination of employment and ending on March 15 of the succeeding calendar year and which qualify as “short term deferral payments” under Section 409A, and (b) any remaining severance or other payments paid after the Executive’s Separation from Service to the extent (i) that the dollar amount of such payments does not exceed two (2) times the lesser of (x) the Executive’s annualized compensation (based on the Executive’s annual rate of pay for the calendar year preceding the calendar year in which the separation from service” service occurred, adjusted to reflect any increase during such calendar year which was expected to continue indefinitely had the Executive’s separation from service not occurred) or (within y) the meaning maximum amount of compensation that may be taken into account under a qualified plan pursuant to Section 409A(a)(2)(A)(i401(a)(17) of the Code and for the applicable regulations and administrative guidance issued thereunder) then, in-lieu of providing Welfare Benefit Continuation pursuant to this Section 4 with respect to benefits that would not constitute medical expenses deductible under section 213 of calendar year in which the Code (disregarding the requirement of section 213(a) of the Code that the deduction is available only to the extent that such expenses exceed 7.5 percent of adjusted gross income) (“Non-Medical Continuation Benefits”), during the six month period following Executive’s “separation from service,” the Company shall pay service occurred, and (ii) such severance or other payments are to be made to the Executive an amount equal to no later than the Company-provided costs of such Non-Medical Continuation Benefits in a single lump sum payment on the first last day of the seventh month second calendar year following the Executive’s “separation calendar year in which the Separation from service.” Nothing in this Service occurs. For purposes of Section 4(h) will impact 409A, the obligation severance payments and each monthly provision of the Company to provide Welfare Benefit Continuation as provided in this Section 4 with respect to Welfare Benefits other than Non-Medical Continuation Benefits or to provide Non-Medical Continuation Benefits following the six month period following Executive’s “separation from service.” This Section 4(h) will have no effect with respect to severance benefits payable pursuant to under Sections 3.3 and 3.4 of this Agreement due shall be treated as a right to the Executive’s Disabilitya series of separate payments.

Specified Employee Provisions. For purposes of determining Payments to the time of payment of any severance payable pursuant to Executive under this Section 4(b)(ii), Section 4(c)(ii) and Section 4(d)(i)(B), and the timely return of the Release in accordance with Section 4(f), the Date of Termination 4.2 shall be the date bifurcated into two portions, consisting of a portion that the Executive incurs a does not constitute “separation from servicenonqualified deferred compensation” within the meaning of Treasury Regulation § 1.409A-1(h). To the extent the Executive’s “separation from service” is within the 60 day period ending on December 31 of any calendar year, the severance payable pursuant to Section 4(b)(ii), Section 4(c)(ii) and Section 4(d)(i)(B) will be paid no earlier than the first business day of the following calendar year. In the event the Executive is determined, in accordance with the methods specified in the regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and a portion that does constitute nonqualified deferred compensation. Payments hereunder shall first be made from the portion that does not consist of nonqualified deferred compensation until it is exhausted and then shall be made from the portion that does constitute nonqualified deferred compensation. Notwithstanding the foregoing, to be because the Executive is a “specified employee” (within the meaning of as defined in Section 409A(a)(2)(B)(i409A(a)(3)(B)(i) of the Code) , the commencement of the Company at delivery of any such payments that constitute nonqualified deferred compensation will be delayed to the time of date that is 6 months and one day after the Executive’s Date of Termination (the “separation from service” (within Earliest Payment Date”) unless payable upon the meaning Executive’s death. Any payments that are delayed pursuant to the preceding sentence shall be paid on the Earliest Payment Date. The determination of Section 409A(a)(2)(A)(i) whether, and the extent to which, any of the Code and the applicable regulations and administrative guidance issued thereunder) then, in-lieu of providing Welfare Benefit Continuation pursuant payments to this Section 4 with respect to benefits that would not constitute medical expenses deductible under section 213 of the Code (disregarding the requirement of section 213(a) of the Code that the deduction is available only to the extent that such expenses exceed 7.5 percent of adjusted gross income) (“Non-Medical Continuation Benefits”), during the six month period following Executive’s “separation from service,” the Company shall pay be made to the Executive an amount equal hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the Company-provided costs of such Non-Medical Continuation Benefits exclusion for separation pay due to involuntary separation from service set forth in a single lump sum payment on Reg. § 1.409A-1(b)(9)(iii) must be paid no later than the first last day of the seventh month second taxable year of the Executive following the taxable year of the Executive in which the Executive’s “separation from servicetermination of employment occurs.” Nothing in this Section 4(h) will impact the obligation of the Company to provide Welfare Benefit Continuation as provided in this Section 4 with respect to Welfare Benefits other than Non-Medical Continuation Benefits or to provide Non-Medical Continuation Benefits following the six month period following Executive’s “separation from service.” This Section 4(h) will have no effect with respect to benefits payable pursuant to this Agreement due to the Executive’s Disability.”

Specified Employee Provisions. For purposes of determining the time of payment of any severance payable pursuant to Section 4(b)(ii), Section 4(c)(ii) and Section 4(d)(i)(B), and the timely return of the Release in accordance with Section 4(f), the Date of Termination shall be the date that the Executive incurs a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h). To the extent the Executive’s “separation from service” is within the 60 day period ending on December 31 of any calendar year, the severance payable pursuant to Section 4(b)(ii), Section 4(c)(ii) and Section 4(d)(i)(B) will be paid no earlier than the first business day of the following calendar year. In the event the Executive is determined, in accordance with the methods specified in the regulations issued under Section 409A of the Code, to be a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code) of the Company at the time of the Executive’s “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable regulations and administrative guidance issued thereunder) then, in-lieu of providing Welfare Benefit Continuation pursuant to this Section 4 with respect to benefits that would not constitute medical expenses deductible under section 213 of the Code (disregarding the requirement of section 213(a) of the Code that the deduction is available only to the extent that such expenses exceed 7.5 percent of adjusted gross income) (“Non-Medical Continuation Benefits”), during the six month period following Executive’s “separation from service,” the Company shall pay to the Executive an amount equal to the Company-provided costs of such Non-Medical Continuation Benefits in a single lump sum payment on the first day of the seventh month following the Executive’s “separation from service.” Nothing in this Section 4(h4(g) will impact the obligation of the Company to provide Welfare Benefit Continuation as provided in this Section 4 with respect to Welfare Benefits other than Non-Medical Continuation Benefits or to provide Non-Medical Continuation Benefits following the six month period following Executive’s “separation from service.” This Section 4(h4(g) will have no effect with respect to benefits payable pursuant to this Agreement due to the Executive’s Disability.

Specified Employee Provisions. For purposes of determining Notwithstanding anything herein to the time of payment of any severance payable pursuant to contrary, if the Executive is a “specified employee,” as defined under Section 4(b)(ii)409A, Section 4(c)(ii) and Section 4(d)(i)(B), and the timely return of the Release in accordance with Section 4(f)Company, as determined by the Date Board or the Compensation Committee of Termination shall be the Company or the Company’s parent company from time to time, upon the date that the Executive incurs a of his “separation from service,” within as defined in Section 409A, from the meaning of Treasury Regulation § 1.409A-1(hCompany (his “Separation from Service”). To , then, to the extent any payment or provision of benefits under this Agreement upon the Executive’s “separation Separation from service” Service is within the 60 day period ending on December 31 of any calendar year, the severance payable pursuant subject to Section 4(b)(ii), Section 4(c)(ii) and Section 4(d)(i)(B) will be paid no earlier than the first business day of the following calendar year. In the event the Executive is determined, in accordance with the methods specified in the regulations issued under Section 409A of the Code, no such payment shall be made and the Executive shall be responsible for the full cost of such benefits for six (6) months following the Executive’s Separation from Service; provided, however, that such six month delay of payments shall not apply to be a “specified employee” any payments or benefits that are not subject to Section 409A, including the following: (within a) any severance or other payments that become due and payable during the meaning of Section 409A(a)(2)(B)(i) of period commencing with the Code) of the Company at the time date of the Executive’s date of termination of employment and ending on March 15 of the succeeding calendar year and which qualify as “short term deferral payments” under Section 409A, and (b) any remaining severance or other payments paid after the Executive’s Separation from Service to the extent (i) that the dollar amount of such payments does not exceed two (2) times the lesser of (x) the Executive’s annualized compensation (based on the Executive’s annual rate of pay for the calendar year preceding the calendar year in which the separation from service” service occurred, adjusted to reflect any increase during such calendar year which was expected to continue indefinitely had the Executive’s separation from service not occurred) or (within y) the meaning maximum amount of compensation that may be taken into account under a qualified plan pursuant to Section 409A(a)(2)(A)(i401(a)(17) of the Code and for the applicable regulations and administrative guidance issued thereunder) then, in-lieu of providing Welfare Benefit Continuation pursuant to this Section 4 with respect to benefits that would not constitute medical expenses deductible under section 213 of calendar year in which the Code (disregarding the requirement of section 213(a) of the Code that the deduction is available only to the extent that such expenses exceed 7.5 percent of adjusted gross income) (“Non-Medical Continuation Benefits”), during the six month period following Executive’s “separation from service,” the Company shall pay service occurred, and (ii) such severance or other payments are to be made to the Executive an amount equal to no later than the Company-provided costs of such Non-Medical Continuation Benefits in a single lump sum payment on the first last day of the seventh month second calendar year following the calendar year in which the Separation from Service occurs. For purposes of Section 409A, the severance payments and each monthly provision of severance benefits under Sections 3.3 and 3.4 of this Agreement shall be shall be treated as a right to a series of separate payments. For purposes of Section 409A, any reference in this Agreement to the Executive’s “separation from service.termination of employment” Nothing in this Section 4(h) will impact or words of similar import, shall mean the obligation of the Company to provide Welfare Benefit Continuation as provided in this Section 4 with respect to Welfare Benefits other than Non-Medical Continuation Benefits or to provide Non-Medical Continuation Benefits following the six month period following Executive’s “separation Separation from service.Service” This Section 4(h) will have no effect with respect to benefits payable pursuant to this Agreement due to and the Executive’s DisabilityTermination Date shall mean the date upon which she incurs a Separation from Service.

Specified Employee Provisions. For purposes of determining (a) Notwithstanding anything herein to the time of payment of any severance payable pursuant to contrary, if the Executive is a “specified employee,” as defined under Section 4(b)(ii)409A, Section 4(c)(ii) and Section 4(d)(i)(B), and the timely return of the Release in accordance with Section 4(f)Company, as determined by the Date Board or the Compensation Committee of Termination shall be the Company or the Company’s parent company from time to time, upon the date that the Executive incurs a of his “separation from service,” within as defined in Section 409A, from the meaning of Treasury Regulation § 1.409A-1(hCompany (his “Separation from Service”). To , then, to the extent any payment or provision of benefits under this Agreement upon the Executive’s “separation Separation from service” Service is within the 60 day period ending on December 31 of any calendar year, the severance payable pursuant subject to Section 4(b)(ii), Section 4(c)(ii) and Section 4(d)(i)(B) will be paid no earlier than the first business day of the following calendar year. In the event the Executive is determined, in accordance with the methods specified in the regulations issued under Section 409A of the Code, no such payment shall be made and the Executive shall be responsible for the full cost of such benefits for six (6) months following the Executive’s Separation from Service; provided, however, that such six month delay of payments shall not apply to be a “specified employee” any payments or benefits that are not subject to Section 409A, including the following: (within a) any severance or other payments that become due and payable during the meaning of Section 409A(a)(2)(B)(i) of period commencing with the Code) of the Company at the time date of the Executive’s date of termination of employment and ending on March 15 of the succeeding calendar year and which qualify as “short term deferral payments” under Section 409A, and (b) any remaining severance or other payments paid after the Executive’s Separation from Service to the extent (i) that the dollar amount of such payments does not exceed two (2) times the lesser of (x) the Executive’s annualized compensation (based on the Executive’s annual rate of pay for the calendar year preceding the calendar year in which the separation from service” service occurred, adjusted to reflect any increase during such calendar year which was expected to continue indefinitely had the Executive’s separation from service not occurred) or (within y) the meaning maximum amount of compensation that may be taken into account under a qualified plan pursuant to Section 409A(a)(2)(A)(i401(a)(17) of the Code and for the applicable regulations and administrative guidance issued thereunder) then, in-lieu of providing Welfare Benefit Continuation pursuant to this Section 4 with respect to benefits that would not constitute medical expenses deductible under section 213 of calendar year in which the Code (disregarding the requirement of section 213(a) of the Code that the deduction is available only to the extent that such expenses exceed 7.5 percent of adjusted gross income) (“Non-Medical Continuation Benefits”), during the six month period following Executive’s “separation from service,” the Company shall pay service occurred, and (ii) such severance or other payments are to be made to the Executive an amount equal to no later than the Company-provided costs of such Non-Medical Continuation Benefits in a single lump sum payment on the first last day of the seventh month second calendar year following the calendar year in which the Separation from Service occurs. For purposes of Section 409A, the severance payments and each monthly provision of severance benefits under Sections 3.3 and 3.4 of this Agreement shall be shall be treated as a right to a series of separate payments For purposes of Section 409A, any reference in this Agreement to the Executive’s “separation from service.termination of employment” Nothing in this Section 4(h) will impact or words of similar import, shall mean the obligation of the Company to provide Welfare Benefit Continuation as provided in this Section 4 with respect to Welfare Benefits other than Non-Medical Continuation Benefits or to provide Non-Medical Continuation Benefits following the six month period following Executive’s “separation Separation from service.Service” This Section 4(h) will have no effect with respect to benefits payable pursuant to this Agreement due to and the Executive’s DisabilityTermination Date shall mean the date upon which he incurs a Separation from Service.

Specified Employee Provisions. For purposes of determining the time of payment of any severance payable pursuant to Section 4(b)(ii), Section 4(c)(ii) and Section 4(d)(i)(B), and the timely return of the Release in accordance with Section 4(f), the Date of Termination shall be the date that the Executive incurs a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h). To the extent the Executive’s “separation from service” is within the 60 60-day period ending on December 31 of any calendar year, the severance payable pursuant to Section 4(b)(ii), Section 4(c)(ii) and Section 4(d)(i)(B) will be paid no earlier than the first business day of the following calendar year. In the event the Executive is determined, in accordance with the methods specified in the regulations issued under Section 409A of the Code, to be a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code) of the Company at the time of the Executive’s “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable regulations and administrative guidance issued thereunder) then, in-lieu of providing Welfare Benefit Continuation pursuant to this Section 4 with respect to benefits that would not constitute medical expenses deductible under section 213 of the Code (disregarding the requirement of section 213(a) of the Code that the deduction is available only to the extent that such expenses exceed 7.5 percent of adjusted gross income) (“Non-Medical Continuation Benefits”), during the six month period following Executive’s “separation from service,” the Company shall pay to the Executive an amount equal to the Company-provided costs of such Non-Medical Continuation Benefits in a single lump sum payment on the first day of the seventh month following the Executive’s “separation from service.” Nothing in this Section 4(h4(g) will impact the obligation of the Company to provide Welfare Benefit Continuation as provided in this Section 4 with respect to Welfare Benefits other than Non-Medical Continuation Benefits or to provide Non-Medical Continuation Benefits following the six six-month period following Executive’s “separation from service.” This Section 4(h4(g) will have no effect with respect to benefits payable pursuant to this Agreement due to the Executive’s Disability.