Deferred Compensation. Further, the Company shall provide an employer contribution to Pennypacker’s deferred compensation account under the Company’s Deferred Compensation Plan for the 2020 plan year in the amount of One Hundred Seventy-Five Thousand Dollars and Zero Cents ($175,000.00). The contribution shall be made by the Company at the same time when it makes contributions to other similar accounts for the 2020 plan year in or about March, 2021.

Deferred Compensation. Notwithstanding the forgoing provisions of this Section 6, if the Option constitutes deferred compensation within the meaning of Code Section 409A, no payment or settlement of the Option shall be made pursuant to [Section 4.2(b) or (c)])], unless the Corporate Transaction or the dissolution or liquidation of the Company, as applicable, constitutes a change in ownership of the Company or a substantial portion of its assets within the meaning of Treasury Regulation Section 1.409A-3(i)(5) or (vii), or change in effective control of the Company within the meaning of Treasury Regulation Section 1.409A(3)(i)(5)(vi).

Deferred Compensation. It is intended that any Award under this Plan shall either be exempt from Code Section 409A or shall comply, in form and operation, with Code Section 409A. If a Participant is a “specified employee” as defined under Code Section 409A and the Participant’s Award is to be settled on account of the Participant’s separation from service (for reasons other than death) and such Award constitutes “deferred compensation” as defined under Code Section 409A, then any portion of the Participant’s Award that would otherwise be settled during the six-month period commencing on the Participant’s separation from service shall be settled as soon as practicable following the conclusion of the six-month period (or following the Participant’s death if it occurs during such six-month period). Any Awards that are subject to Code Section 409A shall be interpreted in a manner that complies with Code Section 409A.

Deferred Compensation. Effective as of October 28, 2021, no Participant shall be permitted to make any new election to defer compensation as described in Sections 7 and 8 of the Plan. Prior to October 28, 2021, any Participant may elect, in accordance with Section 8 of this Plan, to defer the receipt of a portion of the compensation otherwise payable to him by the Company. The Participant may designate the portion to be deferred, which shall not be less than the minimum, nor more than the maximum, dollar amount or percentage established from time to time by the Global Compensation Department, prior to the calendar year in which the Participant performed the services that entitled him to the compensation being deferred. The Global Compensation Department shall determine any such minimum or maximum separately with respect to each category of compensation potentially to be deferred (e.g., base salary, cash bonus award or other types of compensation).

Deferred Compensation. “Deferred Compensation” means the amount of the Fees of the Participant deferred pursuant to this Plan.

Deferred Compensation. Employer will provide for the payment of supplemental nonqualified deferred compensation at the discretion of the Board of Directors in an amount within the statutory maximums permitted under Section 457 of the Internal Revenue Code. Benefits shall be payable upon retirement or other termination of employment.

The Committee may grant Awards under the Plan that provide for the deferral of compensation within the meaning of Code Section 409A. It is intended that such Awards comply with the requirements of Code Section 409A so that amounts deferred thereunder are not includible in income and are not subject to an additional tax of twenty percent (20%) at the time the deferred amounts are no longer subject to a substantial risk of forfeiture.

Deferred Compensation. Any compensation previously deferred (other than pursuant to a tax-qualified plan) by or on behalf of the Participant (together with any accrued interest or earnings thereon), whether or not then vested, shall become vested on the Date of Termination and shall be paid in accordance with the terms of the applicable deferred compensation plan, policy or practice under which it was deferred to the extent permitted by Section 409A of the Code.

Deferred Compensation Account. Interest shall be credited on the balance of each participating Director’s Deferred Compensation Account commencing with the date as of which any amount is credited to the Deferred Compensation Account and continuing up to the last day of the quarter preceding the month in which payment of the amounts deferred pursuant to the Plan is made. Such interest shall become a part of the Deferred Compensation Account and shall be paid at the same time or times as the balance of the Deferred Compensation Account. For periods prior to July 1, 2008, such interest for each calendar quarter during the deferral period shall be computed at seventy percent (70%) of the higher of the following averages: # the prime rate charged by the major commercial banks as of the first business day of each calendar month (as reported in an official publication of the Federal Reserve System), or # the average monthly long-term rate of A rated corporate bonds (as published in Moody’s Bond Record). For periods on and after July 1, 2008, interest shall be credited at one-hundred twenty percent (120%) of the long-term applicable federal rate, with quarterly compounding, as published under Section 1274(d) of the Code for the first month of the calendar quarter.

The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof. Notwithstanding any provision of this Agreement to the contrary, in the event that the Employer determines that any amounts payable hereunder will be immediately taxable to the Employee under Section 409A of the Code and related Department of Treasury guidance, the Employer may # adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Employer determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement and/or # take such other actions as the Employer determines necessary or appropriate to comply with the requirements of Section 409A of the Code and related Department of Treasury guidance, including such Department of Treasury guidance and other interpretive materials as may be issued after the date hereof.