Common use of Unfunded Deferred Compensation Clause in Contracts

Unfunded Deferred Compensation. On the Effective Date of a Change of Control, Executive shall become fully vested in all benefits previously accrued under any deferred compensation Plan (including any SERP) that is not qualified under Section 401(a) of the Code (a "Non-Qualified Plan"). Within thirty (30) business days after any such Effective Date, as applicable, the Company shall pay to Executive a lump-sum cash amount equal to: (a) the sum of the Lump-Sum Values of all Maximum Annuities that are payable pursuant to all defined benefit Non-Qualified Plans, plus (b) the sum of Executive's account balances under all defined contribution Non-Qualified Plans; provided, however, that if, at any time prior to the Effective Date, Executive delivers to the Company an irrevocable election to waive Executive's right to receive the payments described in this Section 2.4 (an "Irrevocable Election"), then (i) Executive shall not receive the payments described in this Section 2.4, (ii) Executive's account balances under each defined contribution Non-Qualified Plan shall continue to be credited with investment earnings in accordance with the terms of such Non-Qualified Plan during Executive's period of employment following the Effective Date, and (iii) at the earlier of (x) the date(s) provided in each such Non-Qualified Plan and (y) 30 days after Executive's Termination Date, the Company shall pay, or cause to be paid, to Executive a lump-sum cash payment equal to the sum of the Lump-Sum Value(s) of all Maximum Annuities that are payable pursuant to all defined benefit Non-Qualified Plans and the sum of Executive's account balances under all defined contribution Non-Qualified Plans.

Unfunded Deferred Compensation. On the Effective Date of a Change of Control, Executive shall become fully vested in all benefits previously accrued under any deferred compensation Plan plan (including any SERP) that is not qualified under Section 401(a) of the Code (a "“Non-Qualified Plan"”). Within thirty (30) business days after any such Effective Date, as applicable, the Company shall pay to Executive a lump-sum cash amount equal to: (a) the sum of the Lump-Sum Values of all Maximum Annuities that are payable pursuant to all defined benefit Non-Qualified Plans, plus (b) the sum of Executive's ’s account balances under all defined contribution Non-Qualified Plans; provided. Notwithstanding the foregoing, however, that if, at with respect to any time prior to the Effective Date, Executive delivers to the Company an irrevocable election to waive Executive's right to receive the payments portion of such payment described in this Section 2.4 (an "Irrevocable Election")that is deferred compensation subject to Section 409A of the Code, then (i) Executive shall not receive a payment within (30) business days of the payments described Effective Date if the Change of Control event fails to qualify as a “change in this control” as defined under Section 2.4409A of the Code, (ii) Executive's ’s account balances reflecting such Section 409A deferred compensation under each defined contribution Non-Qualified Plan shall continue to be credited with investment earnings in accordance with the terms of such Non-Qualified Plan during Executive's period of employment following the Effective Dateuntil distributed, and (iii) at the earlier of (x) the date(s) provided in each such Non-Qualified Plan and or (y) 30 days 6 months after Executive's ’s Termination Date, the Company shall pay, or cause to be paid, to Executive a lump-sum cash payment equal to to, the sum of the Lump-Sum Value(samounts described in subsections (a) and (b) above that is Section 409A deferred compensation, determined as of all Maximum Annuities that are payable pursuant the date such payment is made. 6. Section 4.1 of the Agreement is amended in its entirety to all defined benefit Non-Qualified Plans and the sum of Executive's account balances under all defined contribution Non-Qualified Plans.read as follows:

Unfunded Deferred Compensation. On the Effective Date of a Change of Control, Executive shall become fully vested in all benefits previously accrued under any deferred compensation Plan (including any SERP) that is not qualified under Section 401(a) of the Code (a "“Non-Qualified Plan"”). Within thirty (30) business days after any such Effective Date, as applicable, the Company shall pay to Executive a lump-sum cash amount equal to: (a) the sum of the Lump-Sum Values of all Maximum Annuities that are payable pursuant to all defined benefit Non-Qualified Plans, plus (b) the sum of Executive's ’s account balances under all defined contribution Non-Qualified Plans; provided, however, that if, at any time prior to the Effective Date, Executive delivers to the Company an irrevocable election to waive Executive's ’s right to receive the payments described in this Section 2.4 (an "“Irrevocable Election"”), then (i) Executive shall not receive the payments described in this Section 2.4, (ii) Executive's ’s account balances under each defined contribution Non-Qualified Plan shall continue to be credited with investment earnings in accordance with the terms of such Non-Qualified Plan during Executive's ’s period of employment following the Effective Date, and (iii) at the earlier of (x) the date(s) provided in each such Non-Qualified Plan and (y) 30 days after Executive's ’s Termination Date, the Company shall pay, or cause to be paid, to Executive a lump-sum cash payment equal to the sum of the Lump-Sum Value(s) of all Maximum Annuities that are payable pursuant to all defined benefit Non-Qualified Plans and the sum of Executive's ’s account balances under all defined contribution Non-Qualified Plans.

Unfunded Deferred Compensation. On the Effective Date of Upon a Change of Control, Executive shall become fully vested in all benefits previously accrued under any deferred compensation Plan (including any supplemental executive retirement Plan that is a Non-Qualified Plan ("SERP")) that is not qualified under Section 401(a) of the Code (a "Non-Qualified Plan"). Within thirty (30) business days after any such Effective Date, as applicablethe date of the Change of Control, the Company shall pay to Executive a lump-sum cash amount equal to: (a) the sum of the Lump-Sum Values of all Maximum Annuities that are payable pursuant to all defined benefit Non-Qualified Plans, plus (b) the sum of Executive's account balances under all defined contribution Non-Qualified Plans; provided, however, that if, at any time prior to the Effective Datedate of the Change of Control, Executive delivers to the Company an irrevocable election to waive Executive's right to receive the payments described in this Section 2.4 16.1 (an "Irrevocable Election"), then (i) Executive shall not receive the payments described in this Section 2.416.1, (ii) Executive's account balances under each defined contribution Non-Qualified Plan shall continue to be credited with investment earnings in accordance with the terms of such Non-Qualified Plan during Executive's period of employment following the Effective Datedate of the Change of Control, and (iii) at the earlier of (x) the date(s) provided in each such Non-Qualified Plan and (y) 30 days after Executive's Termination Date, the Company shall pay, or cause to be paid, to Executive a lump-sum cash payment equal to the sum of the Lump-Sum Value(s) of all Maximum Annuities that are payable pursuant to all defined benefit Non-Qualified Plans and the sum of Executive's account balances under all defined contribution Non-Qualified Plans.

Unfunded Deferred Compensation. On the Effective Date of Upon a Change of Control, Executive shall become fully vested in all benefits previously accrued under any deferred compensation Plan (including any supplemental executive retirement Plan that is a Non-Qualified Plan ("SERP")) that is not qualified under Section 401(a) of the Code (a "Non-Qualified Plan"). Within thirty (30) business days after any such Effective Date, as applicablethe date of the Change of Control, the Company shall pay to Executive a lump-sum cash amount equal to: (a) the sum of the Lump-Sum Values of all Maximum Annuities that are payable pursuant to all defined benefit Non-Qualified Plans, plus (b) the sum of Executive's account balances under all defined contribution Non-Qualified Plans; provided, however, that if, at any time prior to the Effective Datedate of the Change of Control, Executive delivers to the Company an irrevocable election to waive Executive's right to receive the payments described in this Section 2.4 Article 31.2 (an "Irrevocable Election"), then (i) Executive shall not receive the payments described in this Section 2.4Article 31.2, (ii) Executive's account balances under each defined contribution Non-Qualified Plan shall continue to be credited with investment earnings in accordance with the terms of such Non-Qualified Plan during Executive's period of employment following the Effective Datedate of the Change of Control, and (iii) at the earlier of (x) the date(s) provided in each such Non-Qualified Plan and (y) 30 days after Executive's Termination Date, the Company shall pay, or cause to be paid, to Executive a lump-sum cash payment equal to the sum of the Lump-Sum Value(s) of all Maximum Annuities that are payable pursuant to all defined benefit Non-Qualified Plans and the sum of Executive's account balances under all defined contribution Non-Qualified Plans.