Settlement; Payment Delay. The Restricted Units (including any additional Restricted Units credited as Cash Dividend Equivalents with respect to such Restricted Units) credited to Participant’s Restricted Unit Account pursuant to this Award Agreement shall be settled in accordance with the provisions of the Plan, including without limitation [Section 6.1]. Notwithstanding any provision to the contrary, if, pursuant to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”), any payment is required to be delayed as a result of the Participant being deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then any such payments under the Plan shall not be made prior to the earlier of # the expiration of the six month period measured from the date of the “separation from service” (as such term is defined in Treasury Regulations issued under Section 409A of the Code) or # the date of the Participant’s death. Upon the expiration of such period, all payments under the Plan delayed pursuant to this paragraph 6 shall be paid to the Participant in a lump sum, and any remaining payments due under the Plan shall be paid or provided in accordance with the normal payment dates specified for them herein.

Delay in Payment. Notwithstanding anything to the contrary in the Plan, # if upon the date 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 Company and its affiliates), and the deferral 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 Participant under Code section 409A, then the Company shall defer the payment of any such amounts hereunder until the date that is six (6) months following the date of the Participant’s separation from service, at which time any such delayed amounts shall be paid or provided to the Participant and # if any other payments of money or other Awards or benefits due to a Participant hereunder could cause the 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. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

It is intended that the payments and benefits provided under this Agreement will be exempt from the application of the requirements of Section 409A of the Code pursuant to the short-term deferrals exception described in Treasury Regulation Section 1.409A-1(b)(4). The Agreement shall be interpreted, construed, administered, and governed in a manner that effects such intent, and the Company shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax upon the Participant under Section 409A of the Code.

Delay Rights. Notwithstanding anything to the contrary contained herein, the Company may, upon notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if # the Company is pursuing a material acquisition, merger, reorganization, disposition or other material transaction and the Company determines in good faith that the Company’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement, or # the Company or any of its Affiliates has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Company, would materially and adversely affect the Company; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement # during the 30-day period following the applicable Installment Payment Date, or # for a period that exceeds an aggregate of 60 days in any 180-day period or 90 days in any 365-day period, and there shall not be less than 30 days between any two such suspensions. Upon disclosure of such information or the termination of the condition causing any suspension, the Company shall promptly provide notice to the Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit the Holders to resume sales of Registrable Securities under the Registration Statement. Notwithstanding the foregoing, if on the applicable Determination Date, the Company has knowledge that either [clause (i) or (ii) of this Section 3.01(b)] would trigger such delay rights with respect to an Installment Payment, then the Company shall cause the Buyer to elect on the applicable Determination Date to make such Installment Payment in cash to TEG under the Purchase Agreement.

Landlord Delay. A “Landlord Delay” shall be defined as any act or wrongful omission by Landlord or any agent, employee, consultant, contractor or subcontractor of Landlord which causes an actual delay in the Substantial Completion of Tenant’s ES Fitout. Notwithstanding the foregoing, no event shall be deemed to be a Landlord Delay until and unless Tenant has given Landlord written notice (the “Landlord Delay Notice”) advising Landlord # that a Landlord Delay is occurring, # of the basis on which Tenant has determined that a Landlord Delay is occurring, and # the actions which Tenant believes that Landlord must take to eliminate such Landlord Delay, and Landlord has failed to dispute such asserted delay or to correct the Landlord Delay specified in the Landlord Delay Notice within three (3) business days following receipt thereof. No period of time prior to expiration of such 3-business day period shall be included in the period of

Interest shall not be added to any payment that is delayed by reason of the application of this Section 4.3.

Six-Month Delay. To the extent the Executive is a "specified employee," as defined in Section 409A(a)(2)(B)(i) ("Code [Section 409A]") of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated hereunder (the "Code") and any elections made by the Bank 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 deferred compensation (within the meaning of Treasury Regulation Section 1.409A-l(b)) upon the Executive's "separation from service" (within the meaning of Treasury Regulation Section l.409A-l(h)), after taking into account all available exemptions, that would otherwise be payable during the six-month period after separation from service, will be made during such six-month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six-month period (the "Delayed Payment Date"); provided, however, that if the Executive dies following the date of termination but prior to the Delayed Payment Date, such amounts shall be paid to the personal representative of Executive's estate within thirty (30) days following the Executive's death.

Six-month Delay. Notwithstanding any provision of the Plan or this Award Agreement to the contrary, if, upon your Separation from Service for any reason, the Company determines that you are a “Specified Employee” for purposes of [Section 409A] and in accordance with guidelines established by the Company from time to time, your Restricted Share Rights, if subject to settlement upon your Separation from Service and if required pursuant to Section 409A, will not settle before the date that is the first business day following the six-month anniversary of such Separation from Service, or, if earlier, upon your death.

Delay in Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions of this [Section 3.04] shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, [[Organization A:Organization]] may # delay filing or effectiveness of a Registration Statement (or any amendment thereto) or # suspend the Holders’ use of any prospectus that is a part of a Registration Statement upon written notice to the Holders (provided that in no event shall such notice contain any material non-public information regarding [[Organization A:Organization]]) (in which event the Holders shall discontinue sales of Registrable Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Securities), if the Board determines # that such delay or suspension is in the best interest of [[Organization A:Organization]] and its stockholders generally due to a pending financing or other transaction involving [[Organization A:Organization]], including a proposed sale of Common Stock pursuant to a Registration Statement, # that such registration or offering would render [[Organization A:Organization]] unable to comply with applicable securities Laws or # that such registration or offering would require disclosure of material information that [[Organization A:Organization]] has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”). However, in no event shall any Suspension Periods collectively exceed an aggregate of 90 days in any 12-month period except that any day during the Suspension Period on which Rule 144 is available to the Holder shall not count for such 90 day calculation.

Notwithstanding anything contained in this Plan to the contrary, if a Non-Employee Director is deemed by the Company at the time of the Non-Employee Director’s “separation from service” to be a “specified employee,” each within the meaning of section 409A of the Code, any compensation or benefits subject to section 409A of the Code to which the Non-Employee Director becomes entitled under this Plan (or any agreement or plan referenced in this Plan) in connection with such separation shall not be made or commence until the first day of the month immediately following the date that is six (6) months after the Non-Employee Director’s “separation from service” (or the Non-Employee Director’s death, if earlier). Such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Non-Employee Director, including (without limitation) the additional twenty percent (20%) tax for which the Non-Employee Director would otherwise be liable under [section 409A(a)(1)(B)] of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section 17 shall be paid to the Non-Employee Director or his or her beneficiary in one lump sum.

SECTION # SOURCE OF PAYMENTS; NATURE OF INTEREST 17

Adjustment for Excusable Delay. In the event of an Excusable Delay (and upon acknowledgement in writing by Customer), there shall be an equitable adjustment to the time of delivery set forth herein insofar as such Excusable Delay affects such specified time of delivery provided that any such equitable adjustment shall be without prejudice to Customer’s right to terminate this Contract pursuant to Article 17.2. If the Excusable Delay is caused by the Customer, there shall also be an equitable adjustment in the Contract Price ​.

Delay in Substantial Completion. Notwithstanding anything to the contrary contained in the Lease, if the Substantial Completion Date is delayed by reason of Tenant Delay, the Substantial Completion Date shall be the date the Base Building Improvements would have been Substantially Complete absent any Tenant Delay. “Tenant Delay” shall mean any delay that Landlord encounters in the performance of Landlord’s obligations under this Agreement or the Lease to construct the Base Building Improvements because of any act, neglect, failure or omission of any nature by Tenant, any employees of Tenants, or any of Tenant’s Agents, including, but not limited to # delay by Tenant in the submission of information or the giving of authorizations or approvals or the performance of any other obligations of Tenant under this Agreement or the Lease, and # any entry onto the Project by Tenant or Tenant’s Agents, which delays Substantial Completion of the Base Building Improvements. Tenant shall reimburse Landlord for any and all additional costs incurred by Landlord arising out of or in any way related to the Tenant Delays and Tenant hereby releases Landlord from and against any and all liability for the delay in the Substantial Completion Date arising out of or in any way related to such Tenant Delays.

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 of Distributions--General. Any Plan provision to the contrary notwithstanding, the Company may delay making a distribution under the Plan, in whole or in part, if # the Company reasonably anticipates that making the distribution will violate federal securities laws or other applicable law; provided that such delayed distribution shall be made at the earliest date at which the Company reasonably anticipates that making the distribution will not cause such violation, or # such other events or conditions occur to permit the Company to delay distributions, as may be prescribed pursuant to Code Section 409A.