Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of [Section 409A] at the time of the Employee’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first six (6) months following the Employee’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination but prior to the six (6) month anniversary of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of [Section 1.409A-2(b)(2)])])] of the Treasury Regulations.

Notwithstanding anything to the contrary in this Agreement, if the EmployeeExecutive is a “specified employee” within the meaning of [Section 409A] at the time of the Employee’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “DeferredDeferred Compensation Separation Benefits”),Benefits that are payable within the first six (6) months following the Employee’Executive’s termination of employmentseparation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’Executive’s termination of employment.separation from service (the “Delayed Initial Payment Date”). All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the EmployeeExecutive dies following the Employee’Executive’s termination of employment but prior to the six (6) month anniversary of the Employee’Executive’s termination,termination of employment, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of [Section[[Section 1.409A-2(b)(2)])]])] of the Treasury Regulations.

Notwithstanding anything to the contrary in this Agreement, if the EmployeeExecutive is a “specified employee”“specified employee” within the meaning of [Section 409A] at the time of the Employee’Executive’s termination (other than due to death),termination, then only that portion of the severance and benefits payable to the Employee, if any,Executive pursuant to this Agreement, together withif any, and any other severance payments or separation benefits that aremay be considered deferred compensation under Section 409A (together, the “Deferred“Deferred Compensation Separation Benefits”Benefits”), that are payablewhich (when considered together) do not exceed the [Section 409A] Limit (as defined herein) may be made within the first six (6) months following the Employee’Executive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the [Section 409A] Limit otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’Executive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the EmployeeExecutive dies following the Employee’s termination but prior to the six (6) month anniversary of the Employee’Executive’s termination,termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’Executive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of [Section 1.409A-2(b)(2)])])] of the Treasury Regulations.

Notwithstanding anything to the contrary in this Agreement, if the EmployeeExecutive is a “specified employee” within the meaning of [Section 409A] at the time of the Employee’Executive’s termination of employment (other than due to death), then the severance payable to the Employee,Deferred Payments, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first six (6) months following the Employee’Executive’s termination of employmentseparation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’Executive’s termination of employment.separation from service. All subsequent Deferred Compensation Separation Benefits,Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the EmployeeExecutive dies following the Employee’Executive’s terminationseparation from service, but prior to the six (6) month anniversary of the Employee’s termination,separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’Executive’s death and all other Deferred Compensation Separation BenefitsPayments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each paymentpayment, installment and benefit payable under this Agreement is intended to constitute a separate paymentspayment for purposes of [Section[[Section 1.409A-2(b)(2)])]])] of the Treasury Regulations.

Notwithstanding anythingany provision to the contrary in this Agreement, if on the Employee isdate of your termination of employment, you are a “specified employee” within the meaning of [Section 409A] at the time(as such term is defined in Section 409A(a)(2)(B)(i) of the Employee’s termination (other than due to death),Code and its corresponding regulations) as determined by the Board (or its delegate) in accordance with its “specified employee” determination policy, then theall severance benefits payable to the Employee, if any, pursuant toyou under this Agreement, together with any other severance payments or separation benefitsAgreement that are consideredconstitute deferred compensation undersubject to the requirements of Section 409A (together,of the “Deferred Compensation Separation Benefits”),Code that are payable to you within the firstsix (6) month period following your separation from service shall be postponed for a period of six (6) months following your “separation from service” with the Employee’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any,Company (or any successor thereto). Any payments delayed pursuant to this [Section 6.10(c)] will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination but prior to the six (6) month anniversary of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payablemade in a lump sum as soon as administratively practicable afteron the Company’s first regularly scheduled payroll date that follows such six (6) month period or, if earlier, the date of the Employee’s deathyour death, and all other Deferred Compensation Separation Benefits willany remaining payments required to be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payablemade under this Agreement is intendedwill be paid upon the schedule otherwise applicable to constitute separatesuch payments for purposes of [Section 1.409A-2(b)(2)])])] of the Treasury Regulations.under this Agreement.

Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee”“specified employee” as determined pursuant to Section 409A as of the date of Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of [Section 409A] atand cannot be paid or provided in the time of the Employee’s termination (other than duemanner provided herein without subjecting Employee to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance paymentsadditional tax, interest or separation benefits that are considered deferred compensationpenalties under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are409A, then any such payment or entitlement which is payable withinduring the first six (6) months following the Employee’Employee’s termination of employment will become payable“separation from service” shall be paid or provided to Employee in a cash lump-sum on the first payroll date that occurs on or afterbusiness day of the date six (6) months and one (1) dayseventh (7th) calendar month immediately following the date of the Employee’month in which Employee’s “separation from service” occurs or, if earlier, upon Employee’s death. In addition, any payments or benefits due hereunder upon a termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, willEmployee’s employment which are a “deferral of compensation” within the meaning of [Section 409A] shall only be payable or provided to Employee (or Employee’s estate) upon a “separation from service” as defined in accordance withSection 409A. Finally, for the payment schedule applicablepurposes of this Agreement, amounts payable under [Section 3.2] shall be deemed not to each payment or benefit. Notwithstanding anything hereinbe a “deferral of compensation” subject to Section 409A to the contrary, ifextent provided in the Employee dies followingexceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the Employee’s termination but prior to the six (6) month anniversaryexception under [subparagraph (iii)]) and other applicable provisions of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of [SectionTreasury Regulation Section 1.409A-2(b)(2)])])] of the Treasury Regulations.1 – A-6.

Notwithstanding anything to the contrary in this Agreement, if the EmployeeExecutive is a “specified employee” (“Specified Employee”) within the meaning of [Section 409A] at the time of Executive’s termination, then any Deferred Payments, which are otherwise due to Executive on or within the Employee’six (6) month period following Executive’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the firstwill accrue during such six (6) months following the Employee’s termination of employmentmonth period and will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’Executive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each paymentseparation from service or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination but prior to the six (6) month anniversary of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’Executive’s death and all otherdeath, if earlier. All Deferred Compensation Separation BenefitsPayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of [SectionTreasury Regulation Section 1.409A-2(b)(2)])])] of the Treasury Regulations..

Notwithstanding anything toTo the contrary in this Agreement, ifextent the Employee is a “specified employee” within"specified employee," as defined in [section 409A(a)(2)(B)(i)] of the Code and the regulations and other guidance promulgated thereunder and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of nonqualified deferred compensation (within the meaning of [Section 409A] atTreasury Regulation [[section 1.409A-1(b)])]])]) upon the timeEmployee's "separation from service" (within the meaning of the Employee’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”Treasury Regulation [[section 1.409A-1(h)])]])]), after taking into account all available exemptions, that arewould otherwise by payable withinduring the first six (6) months followingsix‑month period after the Employee’Employee's termination of employmentseparation from service, will become payablenot be made during such six‑month period, and any such payment, distribution or benefit will instead be paid on the first payroll datebusiness day after such six‑month period (the "Delayed Payment Date"); provided, however, that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following a separation from service but before the Employee’s termination but priorDelayed Payment Date, such amounts shall be paid to the six (6) month anniversarypersonal representative of the Employee’Employee's termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable afterestate within thirty (30) days following the date of the Employee’Employee's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of [Section 1.409A-2(b)(2)])])] of the Treasury Regulations.death.

Notwithstanding anything to the contrary in this Agreement, if the EmployeeExecutive is a “specified employee”"specified employee" within the meaning of [Section 409A]Section 409A of the Code at the time of the Employee’Executive’s terminationseparation from service (other than due to death), then the severance payableany payment under this Agreement that is subject to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together,of the “Deferred Compensation Separation Benefits”),Code and that areis payable by reason of the Executive’s separation from service within the first six (6) months following the Employee’Executive’s termination of employmentseparation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’Executive’s termination of employment.separation from service. All subsequent Deferred Compensation Separation Benefits,related payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the EmployeeExecutive dies following the Employee’Executive’s terminationseparation from service, but prior to the six (6) month anniversary of the Employee’s termination,separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’Executive’s death and all other Deferred Compensation Separation Benefitsrelated payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of [Section 1.409A-2(b)(2)])])] of the Treasury Regulations.

Notwithstanding anythingsubject to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of [Section 409A] at the time of the Employee’s termination (other than due to death), then the severance payable to the Employee, if any, pursuant to this Agreement, together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), that are payable within the first six (6) months following the Employee’s termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, willshall be payable in accordance with the payment schedule applicablemade to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following the Employee’s termination but prior to the date that is six (6) month anniversary of the Employee’s termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicablemonths after the date of the Employee’s death and“separation from service” (as defined in Section 409A) or, if earlier, Employee’s date of death. Following any applicable six (6) month delay, all other Deferred Compensation Separation Benefitssuch delayed payments will be payablepaid in accordance witha single lump sum on the earliest permissible payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments fordate. For purposes of [Section 1.409A-2(b)(2)])])]409A], each of the Treasury Regulations.payments that may be made under this agreement are designated as separate payments. For purposes of this agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A relating to “separation from service”.