Common use of Specified Employee Clause in Contracts

Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) Executive is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s death.

Specified Employee. Notwithstanding anything contained in any provision of this Agreement to the contrary, if at the time Executive is a “specified employee” as defined in Section 409A, solely to the extent required to avoid the imposition of additional taxes on the Executive under Section 409A, the Executive shall not be entitled to any payments or benefits the right to which provides for a “deferral of compensation” within the meaning of Section 409A, and whose payment or provision is triggered by the Executive’s termination of employment (whether such payments or benefits are provided to the Executive under this Agreement or under any other plan, program, or arrangement of the Company), until (and any portion or installments of any payments or benefits suspended hereby shall be paid in a lump sum on) the earlier of (a) the date which is the first business day following the six-month anniversary of the Executive’s “separation from service” (as defined in within the meaning of Section 409A) for any reason other than death, or (b) the Executive’s date of death, and such payments or benefits that, if not for the six month delay described herein, would be due and payable prior to such date shall be made or provided to the Executive on such date. The Company shall make the determination as to whether the Executive is a “specified employee” (within the meaning of in good faith in accordance with its general procedures adopted in accordance with Section 409A and and, at the time of the Executive’s “separation of service” will notify the Executive whether or not he is a “specified employee.” In the event the Executive becomes subject to taxes or penalties arising under Section 409A solely because of the Company’s specified employee identification policy) and if any paymentdecision to implement the six month delay set forth above, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse indemnify the Executive for all such payments. If Executive dies during such six- (6-) month period Section 409A taxes and prior to penalties actually paid by the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s death.

Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) If Executive is a “specified employee” (within the meaning of Section 409A and 409A) of Company at the Company’s specified employee identification policy) time of his termination of employment and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred payment of severance compensation (within to the meaning Executive is on account of Section 409A) is deemed to be triggered by Executive’s an “involuntary separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable ” (including, without limitation, the exception under as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii1.409A-1(n)), Executive shall be paid such severance compensation during the six (6) relating to separation pay due to month period immediately following the date of his Separation from Service as otherwise provided under Section 5 for such six -month period except that the total amount of such payments shall not exceed the lesser of the amount specified under (i) Treasury Regulation Section 1.409A-1(9)(iii)(A)(1) or (ii) Treasury Regulation Section 1.409A-1(9)(iii)(A)(2). To the extent such amounts otherwise payable during such six-month period exceed the amounts payable under the immediately preceding sentence, such excess amounts shall not be paid during such six-month period, but instead shall be paid in a single sum on the first regular payroll date of Company immediately following the six (6) month anniversary of the date of Executive’s Separation from Service. If Executive is a specified employee and Executive’s Separation from Service is not an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year as defined in which such an employee incurs the involuntary separation from serviceTreasury Regulation Section 1.409A-1(n), all payments, reimbursements, then any severance compensation and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) any other amount due to Executive shall not be under this Agreement that is subject to Section 409A and that would otherwise have been paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month immediately following the month date of Executive’s separation Separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived Service shall be paid in a lump single sum to on the first payroll date of Company immediately following the six month anniversary of Executive’s estate orSeparation from Service. Amounts, if applicablethe payment of which are deferred under this Section, to Executive’s designated beneficiary within thirty (30) days after shall be increased by interest at the prime rate as of the date of Executive’s death.Separation from Service as published in the Wall Street Journal from the date such amounts would have been paid but for this provision and such accumulated interest shall also be paid to the Executive on the first payroll date of Company immediately following the six month anniversary of Executive’s Separation from Service. Notwithstanding the provisions of this Section 6, the Company has no responsibility or obligation to Executive with respect to any tax that may be incurred by Executive pursuant to Section 409A.

Specified Employee. Notwithstanding anything contained in any provision of this Agreement to the contrary, if at the time Executive is a “specified employee” as defined in Section 409A, solely to the extent required to avoid the imposition of additional taxes on the Executive under Section 409A, the Executive shall not be entitled to any payments or benefits the right to which provides for a “deferral of compensation” within the meaning of Section 409A, and whose payment or provision is triggered by the Executive’s termination of employment (whether such payments or benefits are provided to the Executive under this Agreement or under any other plan, program, or arrangement of the Company), until (and any portion or installments of any payments or benefits suspended hereby shall be paid in a lump sum on) the earlier of (a) the date which is the first business day following the six-month anniversary of the Executive’s “separation from service” (as defined in within the meaning of Section 409A) for any reason other than death, or (b) the Executive’s date of death, and such payments or benefits that, if not for the six month delay described herein, would be due and payable prior to such date shall be made or provided to the Executive on such date. The Company shall make the determination as to whether the Executive is a “specified employee” (within the meaning of in good faith in accordance with its general procedures adopted in accordance with Section 409A and and, at the time of the Executive’s “separation of service” will notify the Executive whether or not she is a “specified employee.” In the event the Executive becomes subject to taxes or penalties arising under Section 409A solely because of the Company’s specified employee identification policy) and if any paymentdecision to implement the six month delay set forth above, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse indemnify the Executive for all such payments. If Executive dies during such six- (6-) month period Section 409A taxes and prior to penalties actually paid by the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s death.

Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if at the time of the Executive’s “separation from service” (as defined in Section 409A) the Executive is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by the Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to the Executive shall not be paid or provided to the Executive during the six- (6-) six-month period following the Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to the Executive in a lump sum within thirty (30) days after the date that is six (6) months following the Executive’s separation from service; and (ii) any amounts payable to the Executive after the expiration of such six- (6-) month period shall continue to be paid to the Executive in accordance with the terms of the Employment this Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s death.

Specified Employee. Notwithstanding anything contained any provision to the contrary in this Agreement to the contraryAgreement, if Executive is deemed at the time of Executive’s “his or her separation from service” (as defined in Section 409A) Executive is service to be a “specified employee” (within the meaning for purposes of Section 409A and 409A(a)(2)(B)(i) of the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, thenCode, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day delayed commencement of any portion of the second taxable year following benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the taxable year in which Code, such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind portion of Executive’s benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during prior to the six- earlier of (6-a) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- the six (6-6)-month period measured from the date of Executive’s Separation from Service or (b) month period shall continue to be paid to Executive in accordance with the terms date of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until Executive’s death. Upon the first day of the seventh month following the month date of the Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-all payments deferred pursuant to this Section 10(b) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to Executive’s estate or, if applicableand any remaining payments due under this Agreement shall be paid as otherwise provided herein. (c) Expense Reimbursements. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s designated beneficiary within thirty (30) days after the date of Executive’s deathright to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

Specified Employee. Notwithstanding anything contained in this Agreement the CIC Agreement, as amended, to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) Executive is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy, if any) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment payments and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment CIC Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date separation from service date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-6) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that payable while Executive lived shall be delayed, and shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s deathdeath (with any amounts payable to Executive after the Executive’s death to be paid in accordance with the terms of the CIC Agreement).

Specified Employee. Notwithstanding anything contained to the contrary in this Agreement to the contraryAgreement, if at the time of Executive’s “separation from service” (as defined in Section 409A) Executive is a “specified employee” (within the meaning of Section 409A at the time of Executive’s termination of employment (other than due to death), and the severance payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full the later of: (i) two and one-half (21/2) months following the end of the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs termination occurs, or (ii) two and one-half (21/2) months following the involuntary separation from service)end of Executive’s taxable year in which such termination occurs, all payments, reimbursements, and in-kind benefits then only that constitute nonqualified deferred compensation portion of the Deferred Compensation Separation Benefits which does not exceed the Section 409A Limit (as defined below) may be made within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is first six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration termination of such six- (6-) month period shall continue to be paid to Executive employment in accordance with the terms payment schedule applicable to each payment or benefit. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of the Employment Agreement; and (iii) Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (such portion of the Deferred Compensation Separation Benefits would otherwise have been payable within the meaning first six (6) months following Executive’s termination of Section 409A)employment, Executive shall pay for such benefits from his Termination Date until will become payable (without interest) on the first payroll date that occurs on or after the date six (6) months and one (1) day of the seventh month following the month date of Executive’s separation from servicetermination. All subsequent Deferred Compensation Separation Benefits, at which time if any, will be payable in accordance with the Company shall reimburse Executive for such paymentspayment schedule applicable to each payment or benefit. If Notwithstanding anything herein to the contrary, if Executive dies during such six- (6-) month period and following Executive’s termination of employment but prior to the payment six (6) month anniversary of such postponed amounts of nonqualified deferred compensationExecutive’s termination, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall then any payments delayed in accordance with this paragraph will be paid payable (without interest) in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days as soon as administratively practicable after the date of Executive’s deathdeath and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

Specified Employee. Notwithstanding anything contained in this Agreement to If, upon termination of employment, the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) Executive Employee is a “specified employeeEmployee” (within as such term is defined and determined under Section 409A(a)(2)(B)(i): (1) any compensation required to be paid (in cash or by delivery of life insurance policies) to the meaning of Section 409A and Employee pursuant to paragraph 12 that is determined by the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes Company to be nonqualified deferred compensation (within under Section 409A of the meaning Code will be deferred and paid to the Employee on the first business day after the six-month anniversary of Section 409A) is deemed his termination of employment, unless payable at a later date as specified herein, and all cash amounts which are required to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive credited with interest at the short-term applicable federal rate in a lump sum within thirty (30) days after effect at the date that is six of termination of employment; and (62) months following Executiveif the Employee’s separation from service; (ii) termination of employment follows a Change in Control, any amounts payable to Executive after the expiration of such six- (6-) month period shall continue cash payment required to be paid to Executive in accordance with the terms of Employee pursuant to paragraph 14 that is determined by the Employment Agreement; and (iii) Company to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is be nonqualified deferred compensation under Section 409A of the Code will, instead of being paid to the Employee, be paid by the Company to a national bank as trustee of a grantor (within “rabbi”) trust (the meaning “Trust”) for the benefit of Section 409A)the Employee (on the same schedule as specified in such paragraphs for payments made directly to the Employee) and invested in U.S. Treasury securities. Such lump sum payment to the Trust, Executive shall pay for together with any earnings on such benefits from his Termination Date until payment while being held by the Trust, will be distributed (less applicable deductions and withholdings) by the trustee to the Employee on the first business day after the six month anniversary of the seventh month following the month Employee’s termination of Executive’s separation from serviceemployment, unless payable at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the later date of Executive’s deathas specified herein.

Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) ), Executive is a “specified employee” (within the meaning of Section 409A and the CompanyEmployer’s specified employee identification policy) and if any payment, reimbursement reimbursement, and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Regulations Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second (2nd) taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first (1st) day of the seventh (7th) month following the month of Executive’s separation from service, at which time the Company Employer shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived any such postponed amounts shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s death.

Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if If at the time of Executive’s “separation from service” any payment hereunder Executive is considered to be a Specified Employee (as defined in below); and such payment is required to be treated as deferred compensation under Code Section 409A) Executive is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of required by Code Section 409A) , payments may be delayed to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration Termination Date. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments that would occur during the six (6)-month deferral period and all other payments shall be unaffected. (i) All payments delayed pursuant to this Section 4(i) shall be accumulated and paid in a lump-sum, catch-up payment as of the first (1st) day of the seventh (7th) month following the Termination Date (or, if earlier, the date of death of Executive), with all such delayed payments being credited with interest (compounded monthly) for such period of delay equal to the prime rate in effect on the first (1st) day of such six- six (6-) month 6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall continue to be paid to Executive in accordance with the terms payment schedule established herein. (ii) The term “Specified Employee” means any person who holds a position with Employer of senior vice president or higher and has compensation greater than that stated in Code Section 416(i)(1)(A)(i). The determination of whether Executive is a Specified Employee shall be based upon the Employment Agreement; and twelve (iii) 12)-month period ending on each December 31st (such twelve (12)-month period is referred to below as the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A“identification period”), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies is determined to be a Specified Employee during such six- the identification period Executive shall be treated as a Specified Employee for purposes of this Agreement during the twelve (6-) month 12)-month period and prior to that begins on the payment April 1st following the close of such postponed amounts identification period. For purposes of nonqualified deferred compensationdetermining whether Executive is a Specified Employee under Code Section 416(i), only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to mean Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s deathW-2 compensation as reported by Employer for a particular calendar year.

Specified Employee. Notwithstanding anything contained any other payment schedule provided in this Agreement to the contrary, if at the time Employee is deemed as of Executive’s “separation the date of Separation from service” Service to be a Specified Employee, then each of the following shall apply: (as defined in Section 409AA) Executive With regard to any payment that is a “specified employee” (within the meaning considered nonqualified deferred compensation for purposes of Section 409A ("NQDC") payable on account of a Separation from Service, such payment shall be made on the date which is the earlier of (i) the first business day following the expiration of the six (6) month period measured from the date of such Separation from Service of the Employee, and (ii) the thirtieth (30th) day following the date of the Employee's death (the "Delay Period") to the extent required under Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee (or his personal representative in the event of his death) in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and (B) To the extent that benefits to be provided during the Delay Period are considered NQDC provided on account of a Separation from Service, and such benefits are not otherwise exempt from Section 409A, the Employee shall pay the cost of such benefits during the Delay Period, and the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within Company shall reimburse the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, thenEmployee, to the extent one that such costs would otherwise have been paid by the Company or more exceptions to Section 409A are inapplicable (including, without limitationthe extent that such benefits would otherwise have been provided by the Company at no cost to the Employee, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day Company's share of the second taxable year following cost of such benefits upon expiration of the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursementsDelay Period, and in-kind any remaining benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid reimbursed or provided to Executive during by the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive Company in accordance with the terms of the Employment procedures specified in this Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s death.

Specified Employee. Notwithstanding anything contained in any provision of this Agreement to the contrary, if at Executive is a “specified employee” as defined in Section 409A, Executive shall not be entitled to any payments or benefits the time right to which provides for a “deferral of compensation” within the meaning of Section 409A, and whose payment or provision is triggered by Executive’s termination of employment (whether such payments or benefits are provided to Executive under this Agreement or under any other plan, program, or arrangement of the Company), until (and any portion or installments of any payments or benefits suspended hereby shall be paid in a lump sum on) the earlier of (a) the date which is the first business day following the six-month anniversary of Executive’s “separation from service” (as defined in within the meaning of Section 409A) for any reason other than death or (b) Executive’s date of death, and such payments or benefits that, if not for the six month delay described herein, would be due and payable prior to such date shall be made or provided to Executive on such date. The Company shall make the determination as to whether Executive is a “specified employee” (within the meaning of in good faith in accordance with its general procedures adopted in accordance with Section 409A and and, at the time of Executive’s “separation of service” will notify Executive whether or not he is a “specified employee.” In the event Executive becomes subject to taxes or penalties arising under Section 409A solely because of the Company’s specified employee identification policy) and if any paymentdecision to implement the six month delay set forth above, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse indemnify Executive for all such payments. If Executive dies during such six- (6-) month period Section 409A taxes and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be penalties actually paid in a lump sum to by Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s death.

Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if If at the time of Executive’s “separation from service” any payment hereunder Executive is considered to be a Specified Employee (as defined in below) and such payment is required to be treated as deferred compensation under Code Section 409A) Executive is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of required by Code Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts payments shall be paid delayed to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration Termination Date. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments that would occur during the six (6)-month deferral period and all other payments shall be unaffected. (i) All payments delayed pursuant to this Section 5(i) shall be accumulated and paid in a lump-sum, catch-up payment as of the first (1st) day of the seventh (7th) month following the Termination Date (or, if earlier, the date of death of Executive), with all such delayed payments being credited with interest (compounded monthly) for such period of delay equal to the prime rate in effect on the first (1st) day of such six- six (6-) month 6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall continue to be paid to Executive in accordance with the terms payment schedule established herein. (ii) The term “Specified Employee” means any person who holds a position with Employer of senior vice president or higher and has compensation greater than that stated in Code Section 416(i)(1)(A)(i). The determination of whether Executive is a Specified Employee shall be based upon the Employment Agreement; and twelve (iii) 12)-month period ending on each December 31st (such twelve (12)-month period is referred to below as the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A“identification period”), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies is determined to be a Specified Employee during such six- the identification period, he shall be treated as a Specified Employee for purposes of this Agreement during the twelve (6-) month 12)-month period and prior to that begins on the payment April 1st following the close of such postponed amounts identification period. For purposes of nonqualified deferred compensationdetermining whether Executive is a Specified Employee under Code Section 416(i), only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to mean Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s deathW-2 compensation as reported by Employer for a particular calendar year.

Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) Executive If Employee is a “specified employee” (within the meaning of Section 409A and 409A) of Company at the Company’s specified employee identification policy) time of his termination of employment and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred payment of severance compensation (within to the meaning Employee is on account of Section 409A) is deemed to be triggered by Executive’s an “involuntary separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable ” (including, without limitation, the exception under as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii1.409A-1(n)), Employee shall be paid such severance compensation during the six (6) relating to separation pay due to month period immediately following the date of his Separation from Service as otherwise provided under Section 2 for such six -month period except that the total amount of such payments shall not exceed the lesser of the amount specified under (i) Treasury Regulation Section 1.409A-1(9)(iii)(A)(1) or (ii) Treasury Regulation Section 1.409A-1(9)(iii)(A)(2). To the extent such amounts otherwise payable during such six-month period exceed the amounts payable under the immediately preceding sentence, such excess amounts shall not be paid during such six-month period, but instead shall be paid in a single sum on the first regular payroll date of Company immediately following the six (6) month anniversary of the date of Employee’s Separation from Service. If Employee is a specified employee and Employee’s Separation from Service is not an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year as defined in which such an employee incurs the involuntary separation from serviceTreasury Regulation Section 1.409A-1(n), all payments, reimbursements, then any severance compensation and in-kind benefits any other amount due to Employee under this Agreement that constitute nonqualified deferred compensation (within the meaning of is subject to Section 409A) to Executive shall not be 409A and that would otherwise have been paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month immediately following the month date of ExecutiveEmployee’s separation Separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived Service shall be paid in a lump single sum to Executiveon the first payroll date of Company immediately following the six month anniversary of Employee’s estate orSeparation from Service. Amounts, if applicablethe payment of which are deferred under this Section, to Executive’s designated beneficiary within thirty (30) days after shall be increased by interest at the prime rate as of the date of ExecutiveEmployee’s death.Separation from Service as published in the Wall Street Journal from the date such amounts would have been paid but for this provision and such accumulated interest shall also be paid to the Employee on the first payroll date of Company immediately following the six month anniversary of Employee’s Separation from Service. Notwithstanding the provisions of this Section 3, the Company has no responsibility or obligation to Employee with respect to any tax that may be incurred by Employee pursuant to Section 409A.

Specified Employee. Notwithstanding anything contained in this Agreement Agreement, as amended, to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) Executive is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy, if any) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment this Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Date of Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-6) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that payable while Executive lived shall be delayed, and shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s deathdeath (with any amounts payable to Executive after the Executive’s death to be paid in accordance with the terms of this Agreement).

Specified Employee. Notwithstanding anything contained in this Agreement any other payment schedule provided herein to the contrary, if at Executive is deemed on the time date of Executive’s termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then each of the following shall apply: (A) with regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (as defined in Section 409AB) Executive is a “specified employee” (within the meaning date of Section 409A and the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, death (the “Delay Period”) to the extent one or more exceptions to required under Code Section 409A are inapplicable (including, without limitation, 409A. Upon the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day expiration of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service)Delay Period, all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of payments delayed pursuant to this Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period sum, and all remaining payments due under this Agreement shall continue to be paid to Executive or provided in accordance with the terms of the Employment Agreementnormal payment dates specified for them herein; and (iiiB) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof benefits to be provided during the Delay Period is nonqualified considered deferred compensation (within the meaning under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A), Executive shall pay for the cost of such benefits from his Termination Date until during the first day of the seventh month following the month of Executive’s separation from serviceDelay Period, at which time and the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior Executive, to the payment extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, the Company’s share of the cost of such postponed amounts benefits upon expiration of nonqualified deferred compensationthe Delay Period, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived and any remaining benefits shall be paid reimbursed or provided by the Company in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after accordance with the date of Executive’s deathprocedures specified herein.

Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s “separation Separation from service” (as defined in Section 409A) Executive is Service to be a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning for purposes of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day delayed commencement of any portion of the second taxable year following the taxable year benefits to which Executive is entitled under this Agreement is required in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of order to avoid a prohibited distribution under Section 409A) to Executive , such portion of Executive’s benefits shall not be paid or provided to Executive during prior to the six- earlier of (6-x) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- the six (6-) month 6)month period shall continue to be paid to Executive in accordance with measured from the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month date of Executive’s separation Separation from service, at which time Service with the Company shall reimburse Executive for such paymentsor (y) the date of Executive’s death. If Executive dies during such six- (6-) month period and prior Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate oror beneficiaries), if applicableand any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein. In the event that the Company erroneously does not delay commencement of payments or benefits pursuant to this Section 11(l)(iv) and as a result of such failure to delay commencement of payments or benefits Executive becomes subject to IRS audit or inquiry, the Company will defend and indemnify Executive and reimburse him for all reasonable professional fees, additional taxes, penalties, and interest incurred as a result of such failure to Executive’s designated beneficiary delay commencement of payments or benefits; provided, however, that Executive agrees to notify the Company within thirty three (303) days after of his receipt of any notice relating to any such IRS audit or inquiry and Executive shall perform any action (or refrain from taking any action), that could reasonably be expected to mitigate the date amount of professional fees, additional taxes, penalties, or interest for which the Company could be liable pursuant to this sentence, including, but not limited to, complying with the terms of any correction available to eliminate or reduce the amount of additional taxes, penalties, or interest for which the Company could be liable for pursuant to this sentence and; provided further, that failure of the Executive to comply with the requirements of the immediately preceding proviso shall relieve the Company of its obligation to indemnify or reimburse Executive to the extent that the Company is prejudiced by such failure of Executive’s death.

Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) Executive is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section Xxxxxx 7.15.1 20 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s death.

Specified Employee. Notwithstanding anything contained any other payment schedule provided in this Agreement to the contrary, if at the time Employee is deemed as of Executive’s “separation the date of Separation from service” Service to be a Specified Employee, then each of the following shall apply: (as defined in Section 409AA) Executive With regard to any payment that is a “specified employee” (within the meaning considered nonqualified deferred compensation for purposes of Section 409A (“NQDC”) payable on account of a Separation from Service, such payment shall be made on the date which is the earlier of (i) the first business day following the expiration of the six (6) month period measured from the date of such Separation from Service of the Employee, and (ii) the thirtieth (30th) day following the date of the Employee’s death (the “Delay Period”) to the extent required under Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee (or his personal representative in the event of his death) in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and (B) To the extent that benefits to be provided during the Delay Period are considered NQDC provided on account of a Separation from Service, and such benefits are not otherwise exempt from Section 409A, the Employee shall pay the cost of such benefits during the Delay Period, and the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within Company shall reimburse the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, thenEmployee, to the extent one that such costs would otherwise have been paid by the Company or more exceptions to Section 409A are inapplicable (including, without limitationthe extent that such benefits would otherwise have been provided by the Company at no cost to the Employee, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day Company’s share of the second taxable year following cost of such benefits upon expiration of the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursementsDelay Period, and in-kind any remaining benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid reimbursed or provided to Executive during by the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive Company in accordance with the terms of the Employment procedures specified in this Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s death.

Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) Executive If Employee is a “specified employee” (within the meaning of Section 409A and 409A(a)(2)(B)(i) of the Company’s specified employee identification policyInternal Revenue Code of 1986, as amended (“Code”)) of Company at the time of his termination of employment and if any paymentthe payments under Sections 6 and 7, reimbursement and/or in-kind benefit that constitutes nonqualified which constitute payments under a non qualified deferred compensation (plan within the meaning of Code Section 409A409A(d)(1), are on account of an “involuntary separation of service” (as defined in Treasury Regulation Section 1.409A-1(n)), Employee shall be paid such amounts during the six (6) month period immediately following the date of his termination of employment as otherwise provided under Section 5 or 6 for such six month period except that the total amount of such payments shall not exceed the lesser of the amount specified under (i) Treasury Regulation Section 1.409A-1(9)(iii)(A)(1) or (ii) Treasury Regulation Section 1.409A-1(9)(iii)(A)(2). To the extent such amounts otherwise payable during such six (6) month period exceed the amounts payable under the immediately preceding sentence, such excess amounts shall be paid in single sum on the first regular payroll date of Company immediately following the six (6) month anniversary of the date of Employee’s termination. If Company reasonably determines that such termination is deemed to be triggered by Executive’s not an involuntary separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement such amounts that installments must be would otherwise have been paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month immediately following the month date of ExecutiveEmployee’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived termination under Sections 5 or 6 shall be paid in a lump single sum to Executiveon the first payroll date of Company immediately following the six month anniversary of Employee’s estate ortermination. Amounts, if applicablethe payment of which are deferred under this Section 7, to Executive’s designated beneficiary within thirty (30) days after shall be increased by interest at the prime rate as published in the Wall Street Journal from the date they would otherwise be paid under Section 5 or 6 but for this Section 7 and such accumulated interest shall also be paid to the Employee on the first payroll date of ExecutiveCompany immediately following the six month anniversary of Employee’s deathtermination.

Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) Executive is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy, if any) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his her Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that payable while Executive lived shall be delayed, and shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s deathdeath (with any amounts payable to Executive after the Executive’s death to be paid in accordance with the terms of the Employment Agreement).

Specified Employee. Notwithstanding anything contained in this Agreement the Employment Agreement, as amended, to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) Executive is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s death.

Specified Employee. Notwithstanding anything contained to the contrary in this Agreement to the contraryAgreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination of employment (other than due to death), and the payments to Executive, if any, pursuant to Sections 4(b)(iii) or 5(d) of this Agreement, (including pursuant to Sections 5(e) or 5(f) by reference to Section 5(d)), when considered together with any other severance payments or separation benefits are considered to provide for the “separation from service” (as defined in Section 409A) Executive is a “specified employeedeferral of compensation” (within the meaning of Section 409A and the regulations and other guidance promulgated thereunder) (together, the “Deferred Compensation Separation Benefits”) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full after the later of: (i) two and one-half (2 1/2) months following the end of the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs termination occurs, or (ii) two and one-half (2 1/2) months following the involuntary separation from service)end of Executive’s taxable year in which such termination occurs, all payments, reimbursements, and in-kind benefits then only that constitute nonqualified deferred compensation portion of the Deferred Compensation Separation Benefits which does not exceed the Section 409A Limit (as defined below) may be made within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is first six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration termination of such six- (6-) month period shall continue to be paid to Executive employment in accordance with the terms payment schedule applicable to each payment or benefit. For these purposes, each severance payment and other payment described in Section 26(b) is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of the Employment Agreement; and (iii) Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (such portion of the Deferred Compensation Separation Benefits would otherwise have been payable within the meaning first six (6) months following Executive’s termination of Section 409A)employment, Executive shall pay for such benefits from his Termination Date until will become payable (without interest) on the first payroll date that occurs on or after the date six (6) months and one (1) day of the seventh month following the month date of Executive’s separation from servicetermination. All subsequent Deferred Compensation Separation Benefits, at which time if any, will be payable in accordance with the Company shall reimburse Executive for such paymentspayment schedule applicable to each payment or benefit. If Notwithstanding anything herein to the contrary, if Executive dies during such six- (6-) month period and following Executive’s termination of employment but prior to the payment six (6) month anniversary of such postponed amounts of nonqualified deferred compensationExecutive’s termination, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall then any payments delayed in accordance with this paragraph will be paid payable (without interest) in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days as soon as administratively practicable after the date of Executive’s deathdeath and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if If at the time of Executive’s “separation from service” any payment hereunder Executive is considered to be a Specified Employee (as defined in below) and such payment is required to be treated as deferred compensation under Code Section 409A) Executive is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of required by Code Section 409A) , payments may be delayed to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration Termination Date. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments and, accordingly, the aforementioned deferral shall only apply to separate payments that would occur during the six (6)-month deferral period and all other payments shall be unaffected. (i) All payments delayed pursuant to this Section 4(i) shall be accumulated and paid in a lump-sum, catch-up payment as of the first (1st) day of the seventh (7th) month following the Termination Date (or, if earlier, the date of death of Executive), with all such delayed payments being credited with interest (compounded monthly) for such period of delay equal to the prime rate in effect on the first (1st) day of such six- six (6-) month 6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall continue to be paid to Executive in accordance with the terms payment schedule established herein. (ii) The term “Specified Employee” means any person who holds a position with Employer of senior vice president or higher and has compensation greater than that stated in Code Section 416(i)(1)(A)(i). The determination of whether Executive is a Specified Employee shall be based upon the Employment Agreement; and twelve (iii) 12)-month period ending on each December 31st (such twelve (12)-month period is referred to below as the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A“identification period”), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies is determined to be a Specified Employee during such six- the identification period, he shall be treated as a Specified Employee for purposes of this Agreement during the twelve (6-) month 12)-month period and prior to that begins on the payment April 1st following the close of such postponed amounts identification period. For purposes of nonqualified deferred compensationdetermining whether Executive is a Specified Employee under Code Section 416(i), only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to mean Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s deathW-2 compensation as reported by Employer for a particular calendar year.

Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) If Executive is a “specified employee” (within the meaning of Section 409A and 409A) of Company at the Company’s specified employee identification policy) time of his termination of employment and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred payment of severance compensation (within to the meaning Executive is on account of Section 409A) is deemed to be triggered by Executive’s an “involuntary separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable ” (including, without limitation, the exception under as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii1.409A-1(n)), Executive shall be paid such severance compensation during the six (6) relating to separation pay due to month period immediately following the date of his Separation from Service as otherwise provided under Section 5 for such six (6) month period except that the total amount of such payments shall not exceed the lesser of the amount specified under (i) Treasury Regulation Section 1.409A-1(9)(iii)(A)(1) or (ii) Treasury Regulation Section 1.409A-1(9)(iii)(A)(2). To the extent such amounts otherwise payable during such six (6) month period exceed the amounts payable under the immediately preceding sentence, such excess amounts shall not be paid during such six (6) month period, but instead shall be paid in a single sum on the first regular payroll date of Company immediately following the six (6) month anniversary of the date of Executive’s Separation from Service. If Executive is a specified employee and Executive’s Separation from Service is not an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year as defined in which such an employee incurs the involuntary separation from serviceTreasury Regulation Section 1.409A-1(n), all payments, reimbursements, then any severance compensation and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) any other amount due to Executive shall not be under this Agreement that is subject to Section 409A and that would otherwise have been paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month immediately following the month date of Executive’s separation Separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived Service shall be paid in a lump single sum to on the first payroll date of Company immediately following the six (6) month anniversary of Executive’s estate orSeparation from Service. Amounts, if applicablethe payment of which are deferred under this Section, to Executive’s designated beneficiary within thirty (30) days after shall be increased by interest at the prime rate as of the date of Executive’s death.Separation from Service as published in the Wall Street Journal from the date such amounts would have been paid but for this provision and such accumulated interest shall also be paid to the Executive on the first payroll date of Company immediately following the six (6) month anniversary of Executive’s Separation from Service. Notwithstanding the provisions of this Section 6, the Company has no responsibility or obligation to Executive with respect to any tax that may be incurred by Executive pursuant to Section 409A.

Specified Employee. Notwithstanding anything contained in this Agreement the CIC Agreement, as amended, to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) Executive is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy, if any) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment CIC Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Date of Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-6) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that payable while Executive lived shall be delayed, and shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s deathdeath (with any amounts payable to Executive after the Executive’s death to be paid in accordance with the terms of the CIC Agreement).

Specified Employee. Notwithstanding anything contained any other payment schedule provided in this the Amended Agreement to the contrary, if at the time Employee is deemed as of Executive’s “separation the date of Separation from service” (as defined in Section 409A) Executive is Service to be a “specified employeeSpecified Employee” (within the meaning of that term under Section 409A and the Company’s specified employee identification policy, then each of the following shall apply: (a) With regard to any payment that is considered NQDC payable on account of a Separation from Service, such payment shall be made on the date which is the earlier of (i) the first business day following the expiration of the six (6) month period measured from the date of such Separation from Service of the Employee, and if any payment(ii) the thirtieth (30th) day following the date of the Employee’s death (the “Delay Period”) to the extent required under Section 409A. Upon the expiration of the Delay Period, reimbursement and/or in-kind benefit all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Employee (or his personal representative in the event of his death) in a lump sum, and all remaining payments due under the Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and (b) To the extent that constitutes nonqualified deferred compensation (within benefits to be provided during the meaning Delay Period are considered NQDC provided on account of a Separation from Service, and such benefits are not otherwise exempt from Section 409A) is deemed to be triggered by Executive’s separation from service, thenthe Employee shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Employee, to the extent one that such costs would otherwise have been paid by the Company or more exceptions to Section 409A are inapplicable (including, without limitationthe extent that such benefits would otherwise have been provided by the Company at no cost to the Employee, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day Company’s share of the second taxable year following cost of such benefits upon expiration of the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursementsDelay Period, and in-kind any remaining benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid reimbursed or provided to Executive during by the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive Company in accordance with the terms of procedures specified in the Employment Amended Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s death.

Specified Employee. Notwithstanding anything contained in this Agreement the Employment Agreement, as amended, to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) Executive is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy, if any) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that payable while Executive lived shall be delayed, and shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s deathdeath (with any amounts payable to Executive after the Executive’s death to be paid in accordance with the terms of the Employment Agreement).

Specified Employee. Notwithstanding anything contained to the contrary in this Agreement to the contraryAgreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination of employment (other than due to death), and the payments to Executive, if any, pursuant to Sections 4(b)(iii) or 5(d) of this Agreement, (including pursuant to Sections 5(e) or 5(f) by reference to Section 5(d)), when considered together with any other severance payments or separation benefits are considered to provide for the “separation from service” (as defined in Section 409A) Executive is a “specified employeedeferral of compensation” (within the meaning of Section 409A and the regulations and other guidance promulgated thereunder) (together, the “Deferred Compensation Separation Benefits”) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full after the later of: (i) two and one-half (2 1/2) months following the end of the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs termination occurs, or (ii) two and one-half (2 1/2) months following the involuntary separation from service)end of Executive’s taxable year in which such termination occurs, all payments, reimbursements, and in-kind benefits then only that constitute nonqualified deferred compensation portion of the Deferred Compensation Separation Benefits which does not exceed the Section 409A Limit (as defined below) may be made within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is first six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration termination of such six- (6-) month period shall continue to be paid to Executive employment in accordance with the terms payment schedule applicable to each payment or benefit. For these purposes, each severance payment and other payment described in this Section 26(b) is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of the Employment Agreement; and (iii) Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (such portion of the Deferred Compensation Separation Benefits would otherwise have been payable within the meaning first six (6) months following Executive’s termination of Section 409A)employment, Executive shall pay for such benefits from his Termination Date until will become payable (without interest) on the first payroll date that occurs on or after the date six (6) months and one (1) day of the seventh month following the month date of Executive’s separation from servicetermination. All subsequent Deferred Compensation Separation Benefits, at which time if any, will be payable in accordance with the Company shall reimburse Executive for such paymentspayment schedule applicable to each payment or benefit. If Notwithstanding anything herein to the contrary, if Executive dies during such six- (6-) month period and following Executive’s termination of employment but prior to the payment six (6) month anniversary of such postponed amounts of nonqualified deferred compensationExecutive’s termination, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall then any payments delayed in accordance with this paragraph will be paid payable (without interest) in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days as soon as administratively practicable after the date of Executive’s deathdeath and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) If Executive is a “specified employee” (within the meaning of Section 409A and 409A(a)(2)(B)(i) of the Company’s specified employee identification policyCode) of Company at the time of his termination of employment and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within payment of Severance Compensation to the meaning Executive is on account of Section 409A) is deemed to be triggered by Executive’s an “involuntary separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable ” (including, without limitation, the exception under as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii1.409A-1(n)), Executive shall be paid such Severance Compensation during the six (6) relating to separation pay due to month period immediately following the date of his Separation from Service as otherwise provided under Section 6 for such six-month period except that the total amount of such payments shall not exceed the lesser of the amount specified under (i) Treasury Regulation Section 1.409A-1(9)(iii)(A)(1) or (ii) Treasury Regulation Section 1.409A-1(9)(iii)(A)(2). To the extent such amounts otherwise payable during such six-month period exceed the amounts payable under the immediately preceding sentence, such excess amounts shall not be paid during such six-month period, but instead shall be paid in a single sum on the first regular payroll date of Company immediately following the six (6) month anniversary of the date of Executive’s Separation from Service. If Executive is a specified employee and Executive’s Separation from Service is not an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year as defined in which such an employee incurs the involuntary separation from serviceTreasury Regulation Section 1.409A-1(n), all payments, reimbursements, then any Severance Compensation and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) any other amount due to Executive shall not be under this Agreement that is subject to Code Section 409A and that would otherwise have been paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month immediately following the month date of Executive’s separation Separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived Service shall be paid in a lump single sum to on the first payroll date of Company immediately following the six month anniversary of Executive’s estate orSeparation from Service. Amounts, if applicablethe payment of which are deferred under this Section, to Executive’s designated beneficiary within thirty (30) days after shall be increased by interest at the prime rate as of the date of Executive’s death.Separation from Service as published in the Wall Street Journal from the date such amounts would have been paid but for this provision and such accumulated interest shall also be paid to the Executive on the first payroll date of Company immediately following the six month anniversary of Executive’s Separation from Service. Notwithstanding the provisions of this Section 22, the Company has no responsibility or obligation to Executive with respect to any tax that may be incurred by Executive pursuant to Code Section 409A.

Specified Employee. Notwithstanding anything contained in this Agreement to the contrary, if at the time of Executive’s “separation from service” (as defined in Section 409A) Executive is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Executive’s separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-in- kind benefits that constitute nonqualified deferred compensation (within the meaning of Section 409A) to Executive shall not be paid or provided to Executive during the six- (6-) month period following Executive’s separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s separation from service; (ii) any amounts payable to Executive after the expiration of such six- (6-) month period shall continue to be paid to Executive in accordance with the terms of the Employment Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the meaning of Section 409A), Executive shall pay for such benefits from his Termination Date until the first day of the seventh month following the month of Executive’s separation from service, at which time the Company shall reimburse Executive for such payments. If Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that Executive lived shall be paid in a lump sum to Executive’s estate or, if applicable, to Executive’s designated beneficiary within thirty (30) days after the date of Executive’s death.