Deferred Payment. “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered nonqualified deferred compensation under Section 409A.

Deferred Payment. “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

Payment of Deferred Fees. No payment may be made from a Director's Deferred Fee Account except as provided in this Article, unless and then only to the extent that an Unforeseeable Emergency exists as determined by the Committee in its sole discretion. In the latter case the Committee shall determine when and to what extent Credits in a Participant's Deferred Fee Account may be paid to such Participant prior to or after termination as a Director.

Payment of Deferred Fees. No payment may be made from a Director’s Deferred Fee Account except as provided in this Article, unless an Unforeseen Emergency exists as determined by the Chairman in his sole discretion. If an Unforeseen Emergency is determined by the Chairman to exist, the Chairman shall determine when and to what extent Credits in the Director’s Deferred Fee Account may be paid to such Director prior to or after the Director’s service on the Board; provided, however, that the amounts distributed in connection with such an emergency cannot exceed the amounts necessary to satisfy the emergency plus what is necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which the hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Director’s assets (to the extent such liquidation would not itself cause severe financial hardship.).

Deferred Liquidation. Notwithstanding the provisions of Section 13.2.A which require liquidation of the assets of the Company, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Company the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Members, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (including to those Members as creditors) or distribute to the Members, in lieu of cash, in accordance with the provisions of Section 13.2.A, undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Members, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Deferred Compensation. Each Non-Employee Director will be eligible to defer all or a portion of his or her Board Compensation for any term that begins on the date of election or appointment, as applicable, and ends on the first Annual Meeting thereafter (a “Term”). Elections with respect to any Term must be made in writing to the Company prior to the December 31st preceding the beginning of such Term and all such elections will be irrevocable. Notwithstanding the foregoing, if a Non-Employee Director is elected or appointed to the Board at any time other than at an Annual Meeting, he or she may make an initial irrevocable election to defer the Base Annual Retainer or any Additional Annual Retainers during the first 30 days of eligibility to participate hereunder and such election shall apply only to the Non-Employee Director’s Base Annual Retainer or Additional Annual Retainers earned following the date of the election. If a Non-Employee Director elects to defer all or a portion of his or her Board Compensation, the deferred compensation will be held by the Company on such Non-Employee Director’s behalf in the form of deferred stock units (“DSUs”). DSUs will be granted # with respect to the Base Annual Retainer and Product Committee Retainer, on the date that the ZSU portion of the Base Annual Retainer and Product Committee Retainer, as applicable, is granted, and # with respect to any additional annual retainer set forth in Section 2 (other than the Product Committee Retainer), on the date that such additional annual retainer is paid. DSUs granted under # will vest in accordance with the standard vesting criteria described in Section 1 and DSUs granted under # will be fully vested upon grant. Vested DSUs will be distributed to a Non-Employee Director on the earliest of # the third anniversary of the date of grant, # such Non-Employee Director’s separation from service as a director, or # upon a Change in Control of the Company (as defined in the Plan). Notwithstanding the foregoing, if so elected by the Non-Employee Director in writing to the Company prior to December 31st of the calendar year prior to the calendar year in which any such DSUs are granted to satisfy such Non-Employee Director’s Board Compensation, the distribution of such DSUs may be deferred until the Non-Employee Director is no longer providing services as a director of the Company that constitutes a “separation from service” under Section 409A of the Internal Revenue Code of 1986, as amended.

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:

means a right, granted as an Award under ARTICLE IX, to receive payment in the form of Shares (or measured by the value of Shares) at the end of a specified deferral period.

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 Stock. Subject to Section 409A of the Code to the extent applicable, Deferred Stock shall be subject to the terms, conditions, restrictions and limitations determined by the Committee, in its sole discretion, from time to time. A