Delay for Specified Employee. Notwithstanding anything in the Plan or any agreement implementing the terms of the Plan, if at the time of the Officer’s Separation from Service, the Officer is a Specified Employee, then any Payments that are considered deferred compensation under Code Section 409A and that are payable within six (6) months of the Officer’s Separation from Service, will become payable on the first payroll date that occurs after the date that is six (6) months after the Officer’s Separation from Service or, if earlier, upon the Officer’s death.

Delay for Specified Employee.in Payment. Notwithstanding anything to the contrary in the Plan or any agreement implementingPlan, # if upon the termsdate of a Participant’s “separation from service” (as defined for purposes of Code sections 409A(a)(2)(A)(i) and 409A(a)(2)(B)(i)) with the Company and its controlled subsidiaries and affiliates the Participant is a “specified employee” within the meaning of Code section 409A (determined by applying the default rules applicable under such Code section except to the extent such rules are modified by a written resolution that is adopted by the Committee and that applies for purposes of all deferred compensation plans of the Plan, if atCompany and its affiliates), and the timedeferral of any amounts otherwise payable under Plan as a result of Participant’s separation from service is necessary to prevent any accelerated or additional tax to the Officer’s Separation from Service, the Officer is a Specified Employee, then any Payments that are considered deferred compensationParticipant under Code Section 409A and that are payable within six (6) monthssection 409A, then the Company shall defer the payment of the Officer’s Separation from Service, will become payable on the first payroll date that occurs afterany such amounts hereunder until the date that is six (6) months afterfollowing the Officer’date of the Participant’s Separationseparation from Service or,service, at which time any such delayed amounts shall be paid or provided to the Participant and # if earlier, uponany other payments of money or other Awards or benefits due to a Participant hereunder could cause the Officer’s death.application of an accelerated or additional tax under Code section 409A, such payments or other benefits shall be deferred and paid on the first day that would not result in the Participant incurring any tax liability under Code section 409A if such deferral would make such payment or other benefits compliant under Code section 409A.

Delay for Specified Employee. Notwithstanding anything inIf the Plan or any agreement implementingEmployee is a “specified employee” within the termsmeaning of Section 409A of the Plan, ifCode at the time of his “separation from service” within the Officer’s Separation from Service,meaning of Section 409A of the Officer is a Specified Employee,Code, then any Payments that are consideredpayment otherwise required to be made to him under this Agreement on account of his separation from service, to the extent such payment (after taking into account all exclusions applicable to such payment under Section 409A of the Code) is properly treated as deferred compensation under Codesubject to Section 409A and that are payable within six (6) months of the Officer’s Separation from Service, will become payable onCode, shall not be made until the first payroll date that occursbusiness day after # the expiration of six months from the date that is six (6) months afterof the Officer’Employee’s Separationseparation from Service or,service, or # if earlier, upon the Officer’date of the Employee’s death.

Delay for Specified Employee. Notwithstanding anything in the Planforegoing or any agreement implementingother provision of this Plan to the terms of the Plan,contrary, if at the time of a Participant's “separation from service” (within the Officer’s Separation from Service,meaning of Code Section 409A), the OfficerParticipant is a Specified"Specified Employee," then the Company will defer the payment of any Payments that are considerednonqualified deferred compensation undersubject to Code Section 409A and that are payable within six (6) months ofupon separation from service (without any reduction in such payments or benefits ultimately paid or provided to the Officer’s Separation from Service, will become payable on the first payroll date that occurs afterParticipant) until the date that is six (6) months after the Officer’s Separationfollowing separation from Serviceservice or, if earlier, upon the Officer’earliest other date as is permitted under Code Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six (6) month period or such shorter period, if applicable). A Participant will be a "Specified Employee" for purposes of this Plan if, on the date of the Participant's death.separation from service, the Participant is an individual who is, under the method of determination adopted by the Company designated as, or within the category of employees deemed to be, a "Specified Employee" within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a "Specified Employee" and the application of and effects of the change in such determination.