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.

[Section 409A] Delay. Notwithstanding any contrary provision in the Plan, any payment required to be made hereunder to a Director who is a “specified employee” (as defined under Section 409A and as the Administrator determines) upon his or her Separation from Service will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such Separation from Service (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth herein) on the day immediately following such six-month period or death or as soon as administratively practicable thereafter (without interest). Notwithstanding any contrary provision of the Plan, any payment of “nonqualified deferred compensation” under the Plan that may be made in installments shall be treated as a right to receive a series of separate and distinct payments.

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).

SECTION # SOURCE OF PAYMENTS; NATURE OF INTEREST 17

Delay in Benefit Determination. If the Committee is unable to determine the benefits payable to a Participant or Beneficiary on or before the latest date prescribed for payment pursuant to [Section 10.1 or 10.2]2], the benefits shall in any event be paid within 60 days after they can first be determined, with whatever makeup payments may be appropriate in view of the delay.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, ​ 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 ​) (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 ​ and its stockholders generally due to a pending financing or other transaction involving ​, including a proposed sale of Common Stock pursuant to a Registration Statement, # that such registration or offering would render ​ unable to comply with applicable securities Laws or # that such registration or offering would require disclosure of material information that ​ 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.

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.

Substantial Completion; Tenant Delay. For purposes of the Lease, as herein amended, “Substantially Complete” or “Substantial Completion” means full completion, except for minor punch list items or insubstantial details of construction, decoration or installation and shall be deemed to occur on the earlier of # the issuance of a temporary certificate of occupancy, # a final certificate of occupancy, # Tenant’s occupancy of the Expansion Space for the conduct of Tenant’s business, as set forth in [Section 2.3] of the Lease, or # the date that Substantial Completion would have occurred but for the occurrence of a Tenant Delay. Landlord shall use commercially reasonable efforts to give Tenant prior notice of the date the Expansion Space will be Substantially Complete. “Tenant Delay” shall mean # a delay resulting from any direction by Tenant that Landlord suspend work or otherwise hold up construction of any portion of the Leasehold Improvements to the Expansion Space because of a possible change to be initiated by Tenant or for any other reason directed by Tenant; # delays which result directly or indirectly from Tenant’s requested changes in the Construction Drawings or Leasehold Improvements relating to the Expansion Space; # any delay caused by any “long-lead time” previously identified by Landlord, if possible, Leasehold Improvement item (e.g. millwork) which cannot be fabricated, delivered to the job, and completely installed within the same time frame as the remainder of the Leasehold Improvements shown on the Construction Drawings; # any delay resulting from the performance by Tenant of the Tenant Work; or # any other action or inaction of Tenant that directly or indirectly delays Landlord (or Landlord’s contractor) in completing the Leasehold Improvements to the Expansion Space.