Common use of Timing of Payments and Section 409A Clause in Contracts

Timing of Payments and Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, if at the time Employee’s employment terminates, Employee is a "specified employee," as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Employee’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section l.409A-1(b) (including without limitation by reason of a short-term deferral or the safe harbor set forth in Section l.409A­ l (b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section l.409A­ l(a)(5); or (C) other amounts or benefits that are not subject to the requirements of, or satisfy an exception from treatment as deferred compensation under, Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). For purposes of this Agreement, all references to "termination of employment" and correlative phrases shall be construed to require a "separation from service" (as defined in Section l.409A-l(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term "specified employee" means an individual determined by the Company to be a specified employee under Treasury regulation Section l.409A-l(i).

Timing of Payments and Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, if at the time Employee’s employment terminates, Employee is a "“specified employee," ” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Employee’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section l.409A-1(b) (including without limitation by reason of a short-term deferral or the safe harbor set forth in Section l.409A­ l (b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section l.409A­ l(a)(5l.409A­l(a)(5); or (C) other amounts or benefits that are not subject to the requirements of, or satisfy an exception from treatment as deferred compensation under, Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). 409A. For purposes of this Agreement, all references to "“termination of employment" ” and correlative phrases shall be construed to require a "“separation from service" ” (as defined in Section l.409A-l(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term "“specified employee" ” means an individual determined by the Company to be a specified employee under Treasury regulation Section l.409A-l(i).

Timing of Payments and Section 409A. (ai) This Agreement and any payments or benefits provided hereunder shall be interpreted, operated and administered in a manner intended to avoid the imposition of additional taxes under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Further, the Company and Executive hereto acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to be exempt from, or to comply with, one or more exceptions to the requirements of Section 409A of the Code (“Section 409A”). Notwithstanding anything to the contrary in this Agreement, if at the time Employeeof the Executive’s employment terminatestermination of employment, Employee the Executive is a "“specified employee," ” as defined below, any and all amounts payable under this Agreement Section 5 or Section 9(a) on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Employeethe Executive’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section l.409A-1(b1.409A-1(b) (including without limitation by reason of a short-term deferral or the safe harbor set forth in Section l.409A­ l (b)(9)(iii1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Section l.409A­ l(a)(51.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of, or satisfy an exception from treatment as deferred compensation under, of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). For purposes of this Agreement, all references to "termination of employment" and correlative phrases shall be construed to require a "separation from service" (as defined in Section l.409A-l(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term "specified employee" means an individual determined by the Company to be a specified employee under Treasury regulation Section l.409A-l(i).409A.

Timing of Payments and Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, if if, at the time Employeeof the Executive’s employment terminatestermination of employment, Employee the Executive is a "“specified employee," ” as defined below, any and all amounts payable under this Agreement Section 5 on account of such separation from service that constitute deferred compensation, and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month 6)-month period or, if earlier, upon Employeethe Executive’s death; except (A) with respect to the extent of any amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Regulation Section l.409A-1(b1.409A- l(b) (including including, without limitation limitation, by reason of a short-term deferral or the safe harbor set forth in Section l.409A­ l (b)(9)(iii1.409A-l(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Regulation Section l.409A­ 1.409A-l(a)(5); or and (C) other amounts or benefits that are not subject to the requirements of, or satisfy an exception from treatment as deferred compensation under, of Section 409A of the Internal Revenue Code of 1986, as amended ("“Section 409A"”). (ii) This Agreement is intended to either comply with, or be exempt from, Section 409A, and this Agreement shall be construed and administered in accordance with such intent. (iii) For purposes of this AgreementAgreement and solely to the extent that Section 409A applies to compensation or a benefit, all references to "“termination of employment" ” and correlative phrases shall be construed to require a "“separation from service" ” (as defined in Section l.409A1.409A-l(h) of the Treasury regulations Regulations, after giving effect to the presumptions contained therein), and the term "“specified employee" ” means an individual determined by the Company to be a specified employee under Treasury regulation Regulation Section l.409A1.409A-l(i).. (iv) Each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. (v) Any payment of, or reimbursement for, expenses that would constitute nonqualified deferred compensation subject to Section 409A shall be subject to the following additional rules: (A) no reimbursement or payment of any such expense shall affect the Executive’s right to reimbursement or payment of any such expense in any other calendar year; (B) reimbursement or payment of the expense shall be made, if at all, promptly, but not later than the end of the calendar year following the calendar year in which the expense was incurred; and (C) the right to reimbursement or payment shall not be subject to liquidation or exchange for any other benefit. (vi) In the event of any change in the payroll schedule of the Company, each installment or payment to be made under this Agreement shall be made (according to such new payroll schedule) within thirty (30) days of the payroll date that would apply pursuant to the payroll schedule in effect on the Effective Date to the extent necessary to avoid a violation of applicable requirements under Section 409A. (vii) In the event the Company or the Executive determines that any compensation or benefit payable hereunder may violate applicable requirements of Section 409A, the Company and the Executive shall cooperate in good faith to amend this Agreement or take any other actions

Timing of Payments and Section 409A. (a) 14.1 Notwithstanding anything to the contrary in this Agreement, if at the time that the Employee’s employment terminates, the Employee is a "“specified employee," ” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six six- (66-) month period or, if earlier, upon the Employee’s death; except (Ai) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section l.409A-1(b1.409A-1(b) (including without limitation by reason of a short-term deferral or the safe harbor set forth in Section l.409A­ l (b)(9)(iii1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (Bii) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section l.409A­ l(a)(51.409A-1(a)(5); or (Ciii) other amounts or benefits that are not subject to the requirements of, or satisfy an exception from treatment as deferred compensation under, of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended ("Section 409A"the “Code”). 14.2 For purposes of this Agreement, all references to "“termination of employment" ” and correlative phrases shall be construed to require a "“separation from service" ” (as defined in Section l.409A-l(h1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term "“specified employee" ” means an individual determined by the Company to be a specified employee under Treasury regulation Section l.409A-l(i1.409A-1(i). 14.3 Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. 14.4 In no event shall the Company or any of its Affiliates have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A. 15.

Timing of Payments and Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, if at the time Employee’s your employment terminates, Employee is you are a "“specified employee," ” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Employee’s your death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section l.409A-1(b) (including without limitation by reason of a short-term deferral or the safe harbor set forth in Section l.409A­ l.409A- l (b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section l.409A­ l.409A- l(a)(5); or (C) other amounts or benefits that are not subject to the requirements of, or satisfy an exception from treatment as deferred compensation under, Section 409A of the Internal Revenue Code of 1986, as amended ("“Section 409A"”). For purposes of this Agreement, all references to "“termination of employment" ” and correlative phrases shall be construed to require a "“separation from service" ” (as defined in Section l.409A-l(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term "“specified employee" ” means an individual determined by the Company to be a specified employee under Treasury regulation Section l.409A-l(i).

Timing of Payments and Section 409A. (ai) This Agreement and any payments or benefits provided hereunder shall be interpreted, operated and administered in a manner intended to avoid the imposition of additional taxes under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Further, the Company and Executive hereto acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to be exempt from, or to comply with, one or more exceptions to the requirements of Section 409A of the Code (“Section 409A”). Notwithstanding anything to the contrary in this Agreement, if at the time Employeeof the Executive’s employment terminatestermination of employment, Employee the Executive is a "“specified employee," ” as defined below, any and all amounts payable under this Agreement Section 5 or Section 9(a) on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Employeethe Executive’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation 6 within the meaning of Treasury regulation Section l.409A-1(b1.409A-1(b) (including without limitation by reason of a short-term deferral or the safe harbor set forth in Section l.409A­ l (b)(9)(iii1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Section l.409A­ l(a)(51.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of, or satisfy an exception from treatment as deferred compensation under, of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). For purposes of this Agreement, all references to "termination of employment" and correlative phrases shall be construed to require a "separation from service" (as defined in Section l.409A-l(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term "specified employee" means an individual determined by the Company to be a specified employee under Treasury regulation Section l.409A-l(i).409A.

Timing of Payments and Section 409A. (ai) This Agreement and any payments or benefits provided hereunder shall be interpreted, operated and administered in a manner intended to avoid the imposition of additional taxes under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Further, the Company and Executive hereto acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to be exempt from, or to comply with, one or more exceptions to the requirements of Section 409A of the Code (“Section 409A”). Notwithstanding anything to the contrary in this Agreement, if at the time Employeeof the Executive’s employment terminatestermination of employment, Employee the Executive is a "“specified employee," ” as defined below, any and all amounts payable under this Agreement Section 5 on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Employeethe Executive’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section l.409A-1(b1.409A-1(b) (including without limitation by reason of a short-term deferral or the safe harbor set forth in Section l.409A­ l (b)(9)(iii1.409A-l(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Section l.409A­ l.409A-l(a)(5); or (C) other amounts or benefits that are not subject to the requirements of, or satisfy an exception from treatment as deferred compensation under, of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). For purposes of this Agreement, all references to "termination of employment" and correlative phrases shall be construed to require a "separation from service" (as defined in Section l.409A-l(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term "specified employee" means an individual determined by the Company to be a specified employee under Treasury regulation Section l.409A-l(i).409A.

Timing of Payments and Section 409A. (ai) This Agreement and any payments or benefits provided hereunder shall be interpreted, operated and administered in a manner intended to avoid the imposition of additional taxes under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Further, the Company and Executive hereto acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to be exempt from, or to comply with, one or more exceptions to the requirements of Section 409A of the Code (“Section 409A”). Notwithstanding anything to the contrary in this Agreement, if at the time Employeeof the Executive’s employment terminatestermination of employment, Employee the Executive is a "“specified employee," ” as defined below, any and all amounts payable under this Agreement Section 5 on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Employeethe Executive’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section l.409A-1(b1.409A-1(b) (including without limitation by reason of a short-term deferral or the safe harbor set forth in Section l.409A­ l (b)(9)(iii1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Section l.409A­ l(a)(51.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of, or satisfy an exception from treatment as deferred compensation under, of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). For purposes of this Agreement, all references to "termination of employment" and correlative phrases shall be construed to require a "separation from service" (as defined in Section l.409A-l(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term "specified employee" means an individual determined by the Company to be a specified employee under Treasury regulation Section l.409A-l(i).409A.

Timing of Payments and Section 409A. (ai) This Agreement and any payments or benefits provided hereunder shall be interpreted, operated and administered in a manner intended to avoid the imposition of additional taxes under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Further, the Company and Executive hereto acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to be exempt from, or to comply with, one or more exceptions to the requirements of Section 409A of the Code (“Section 409A”). Notwithstanding anything to the contrary in this Agreement, if at the time Employee’s employment terminatesof the Executive's termination of employment, Employee the Executive is a "specified employee," as defined below, any and all amounts payable under this Agreement Section 5 or Section 9(a) on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Employee’s the Executive's death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section l.409A-1(bl.409A-l(b) (including without limitation by reason of a short-term deferral or the safe harbor set forth in Section l.409A­ l (b)(9)(iii1.409A-l(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Section l.409A­ l.409A-l(a)(5); or (C) other amounts or benefits that are not subject to the requirements of, or satisfy an exception from treatment as deferred compensation under, of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). For purposes of this Agreement, all references to "termination of employment" and correlative phrases shall be construed to require a "separation from service" (as defined in Section l.409A-l(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term "specified employee" means an individual determined by the Company to be a specified employee under Treasury regulation Section l.409A-l(i).409A.

Timing of Payments and Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, if at the time Employee’s employment terminates, Employee is a "“specified employee," ” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Employee’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section l.409A-1(b) (including without limitation by reason of a short-term deferral or the safe harbor set forth in Section l.409A­ l (b)(9)(iiil.409A-l(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section l.409A­ l.409A-l(a)(5); or (C) other amounts or benefits that are not subject to the requirements of, or satisfy an exception from treatment as deferred compensation under, Section 409A of the Internal Revenue Code of 1986, as amended ("“Section 409A"”). For purposes of this Agreement, all references to "“termination of employment" ” and correlative phrases shall be construed to require a "“separation from service" ” (as defined in Section l.409A-l(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term "“specified employee" ” means an individual determined by the Company to be a specified employee under Treasury regulation Section l.409A-l(i).

Timing of Payments and Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, if at the time Employee’s employment terminates, Employee is a "“specified employee," ” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Employee’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section l.409A-1(b) (including without limitation by reason of a short-term deferral or the safe harbor set forth in Section l.409A­ l (b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section l.409A­ l(a)(5l.409A­l(a)(5); or (C) other amounts or benefits that are not subject to the requirements of, or satisfy an exception from treatment as deferred compensation under, Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). 409A. For purposes of this Agreement, all references to "“termination of employment" ” and correlative phrases shall be construed to require a "“separation from service" ” (as defined in Section l.409A-l(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term "specified employee" means an individual determined by the Company to be a specified employee under Treasury regulation Section l.409A-l(i).“specified

Timing of Payments and Section 409A. (ai) This Agreement and all payments or benefits provided hereunder shall be interpreted, operated mid administered in a manner intended to avoid the imposition of additional taxes under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Further, the Company and Executive hereto acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to be exempt from, or to comply with, one or more exceptions to the requirements of Section 409A of the Code (“Section 409A”). Notwithstanding anything m1ything to the contrary in this Agreement, if at the time Employee’s employment terminatesof the Executive' s termination of employment, Employee the Executive is a "“specified employeeemployee ," ” as defined below, any and all amounts payable under this Agreement Section 5 or 9(a) on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of terminationtermination , shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Employee’s the Executive 's death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section l.409A-1(bl.409A-l(b) (including without limitation by reason of a short-term deferral or the safe harbor set forth in Section l.409A­ l (b)(9)(iiil.409A-l(b)(9)(iii), as determined by the Company in its reasonable good faith discretion)) ; (B) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Section l.409A­ l.409A-l(a)(5); or (C) other amounts amounts, or benefits that are not subject to the requirements of, or satisfy an exception from treatment as deferred compensation under, of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). For purposes of this Agreement, all references to "termination of employment" and correlative phrases shall be construed to require a "separation from service" (as defined in Section l.409A-l(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term "specified employee" means an individual determined by the Company to be a specified employee under Treasury regulation Section l.409A-l(i).409A.

Timing of Payments and Section 409A. (ai) This Agreement and any payments or benefits provided hereunder shall be interpreted, operated and administered in a manner intended to avoid the imposition of additional taxes under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Further, the Company and Executive hereto acknowledge and agree that the form and timing of the payments and benefits to be provided pursuant to this Agreement are intended to be exempt from, or to comply with, one or more exceptions to the requirements of Section 409A of the Code ("Section 409A"). Notwithstanding anything to the contrary in this Agreement, if at the time Employee’s employment terminatesof the Executive's termination of employment, Employee the Executive is a "specified employee," as defined below, any and all amounts payable under this Agreement Section 5 or Section 9(a) on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon Employee’s the Executive's death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section l.409A-1(bl.409A-l(b) (including without limitation by reason of a short-term deferral or the safe harbor set forth in Section l.409A­ l (b)(9)(iiil.409A-l(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Section l.409A­ 1.409A-l(a)(5); or (C) other amounts or benefits that are not subject to the requirements of, or satisfy an exception from treatment as deferred compensation under, of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). For purposes of this Agreement, all references to "termination of employment" and correlative phrases shall be construed to require a "separation from service" (as defined in Section l.409A-l(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term "specified employee" means an individual determined by the Company to be a specified employee under Treasury regulation Section l.409A-l(i).409A.