Deferred Compensation. Notwithstanding any other provision of this Agreement, [[Organization A:Organization]] extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following:

Deferred Maintenance. Purchaser has identified three areas of potential deferred maintenance at the Property, as further set forth on [Schedule 6.6], attached hereto (“Deferred Maintenance”). At or prior to Closing, for each of the three identified areas Seller shall # deliver to Purchaser evidence reasonably satisfactory to Purchaser that the Tenant is responsible for the cost of all or a part of the Deferred Maintenance, or # provide a credit to Purchaser equal to the cost allocated to the applicable line item for Deferred Maintenance on [Schedule 6.6].

Deferred Award. The Committee is authorized to grant “Deferred Awards,” which include Deferred Stock and Restricted Stock Unit Awards, to any Eligible Person on the following terms and conditions.

Deferred Compensation. [[Person A:Person]]’s Account balance under the [[MEC:Organization]] Deferred Compensation Plan shall be paid (subject to the application of deemed investment gain or loss in accordance with [section 4.3(e)] of the [[MEC:Organization]] Deferred Compensation Plan) to [[Person A:Person]] within thirty (30) days following [[Person A:Person]]’s Separation from Service, subject further to the requirement that if [[Person A:Person]] is a “specified employee” within the meaning of Code [Section 409A] as of the date of his Separation from Service, such distribution shall be made immediately after the date that is six months after the date of [[Person A:Person]]’s Separation from Service (or, if earlier, [[Person A:Person]]’s death). For purposes of this paragraph, the terms “Account” and “Separation from Service” shall have the meaning they are given in the [[MEC:Organization]] Deferred Compensation Plan.

Deferred Award. The Committee is authorized to grant “Deferred Awards,” which include Deferred Stock and Restricted Stock Unit Awards, to any Eligible Person on the following terms and conditions.

Deferred Compensation. The failure by the Corporation to pay the Executive # any portion of the Executive’s then current compensation, except pursuant to an across-the-board compensation deferral similarly affecting all senior executives of the Corporation and required by applicable law or # any installment of deferred compensation at the time such installment is due under any deferred compensation program of the Corporation; or

Deferred Award. The Committee is authorized to grant “Deferred Awards,” which include Deferred Stock and Restricted Stock Unit Awards, to any Eligible Person on the following terms and conditions.

Deferred Compensation. The failure by the Corporation to pay the Executive # any portion of the Executive’s then current compensation, except pursuant to an across-the-board compensation deferral similarly affecting all senior executives of the Corporation and required by applicable law or # any installment of deferred compensation at the time such installment is due under any deferred compensation program of the Corporation; or

Establishment of Deferred Compensation Award Programs. This [Section 12] shall not be effective unless and until the Committee determines to establish a program pursuant to this Section. If the Committee determines that any such program may constitute an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA, the Committee shall adopt and implement such program through a separate subplan to this Plan. Eligibility to participate in such subplan shall be limited to Directors and a select group of management or highly compensated employees, and the Committee shall take all additional actions required to qualify such subplan as a “top-hat” unfunded deferred compensation plan, including filing with the U.S. Department of Labor within 120 days following the adoption of such subplan a notice pursuant to Department of Labor Regulations Section 2520.104-23.

means an Award that could be subject to liability under Code [Section 409A] and does not qualify for an exemption from Code [Section 409A] coverage.