Delay of Payment. If payment under the Plan is delayed until the Participant’s Separation from Service, then to the extent required by [Section 409A], the payment will be subject to a six-month delay following the date of a Participant’s Separation from Service if the Participant is a “specified employee” (as defined by [Section 409A]) on the date of the Participant’s Separation from Service. Any delay of payment pursuant to this Section 4(f) shall be made in accordance with the requirements therefor under Section 409A, and this Section 4(f) shall be construed and administered in a manner consistent with Section 409A and Treasury Regulation 1.409A-2 (b)(7) or the corresponding provision in future guidance issued by the Internal Revenue Service or the Treasury. By participating in this Plan, a Participant voluntarily acknowledges and consents to any delay of payment by the Company pursuant to this Section 4(f).

Separation from Service; Required Delay in Payment to Specified Employee. Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Agreement on account of the Participant’s termination of Service which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “[Section 409A] Regulations”) shall be paid unless and until the Participant has incurred a “separation from service” within the meaning of the [Section 409A] Regulations. Furthermore, to the extent that the Participant is a “specified employee” within the meaning of the [Section 409A] Regulations as of the date of the Participant’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of the Participant’s separation from service shall be paid to the Participant before the date (the “Delayed Payment Date”) which is the first day of the seventh month after the date of the Participant’s separation from service or, if earlier, the date of the Participant’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

Separation from Service; Required Delay in Payment to Specified Employee. Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Agreement on account of the Participant’s termination of Service which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “[Section 409A] Regulations”) shall be paid unless and until the Participant has incurred a “separation from service” within the meaning of the [Section 409A] Regulations. Furthermore, to the extent that the Participant is a “specified employee” within the meaning of the [Section 409A] Regulations as of the date of the Participant’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of the Participant’s separation from service shall be paid to the Participant before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of the Participant’s separation from service or, if earlier, the date of the Participant’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

Notwithstanding anything set forth this Plan to the contrary, no amount payable pursuant to this Plan on account of a Participant’s termination of employment with the Company Group which constitutes a “deferral of compensation” within the meaning of [Section 409A] will be paid unless and until the Participant has incurred a “separation from service” within the meaning of [Section 409A]. Furthermore, if the Participant is a “specified employee” within the meaning of [Section 409A] as of the date of the Participant’s separation from service, to the extent necessary in order to avoid the imposition of taxes under Section 409A, no amount that constitutes a deferral of compensation which is payable on account of the Participant’s separation from service will be paid to the Participant before the date (the “Delayed Payment Date”) which is the first business day of the seventh month after the date of the Participant’s separation from service or, if earlier, the date of the Participant’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

Deferred Payments for Certain Key Employees. Notwithstanding any other provision contained in the Plan or a related Award document to the contrary, if the Company determines that # at the time of the Participant’s Separation from Service the Participant is a “specified employee” for purposes of [Section 409A(a)(2)(B)(i)] of the Code and # any payments to be provided to the Participant under the Plan are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code (“[[Unknown Identifier]] Taxes”) if paid at the time such payments are otherwise required under the Plan or a related Award document, then such payments shall be delayed until the earlier of # the date that is six (6) months after the date of the Participant’s Separation from Service or # the Participant’s death. If the amounts delayed are payable in installments, the delayed payments will be paid on the first day of the seventh month following the date of the Participant’s Separation from Service (or earlier death). The provisions of this [Section 15(j)(ii)] shall only apply to the minimum extent required to avoid the Participant’s incurrence of any [[Unknown Identifier]] Taxes.

the Plan) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of [Section 409A] (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), a Participant’s right to receive any installment payments under the Plan will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under the Plan will at all times be considered a separate and distinct payment. If any of the payments upon a Separation from Service provided under the Plan (or under any other arrangement with the Participant) constitute “deferred compensation” under Section 409A and if the Participant is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i), at the time of the Participant’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon a Separation from Service will be delayed as follows: on the earlier to occur of # the date that is six months and one day after the effective date of the Participant’s Separation from Service, and # the date of the Participant’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will # pay to the Participant a lump sum amount equal to the sum of the payments upon Separation from Service that the Participant would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and # commence paying the balance of the payments in accordance with the applicable payment schedules set forth above. No interest will be due on any amounts so deferred.

Timing of Payments to Specified Employees. Notwithstanding anything in this Agreement to the contrary, if required by [section 409A], if a Participant is considered a “specified employee” for purposes of Section 409A of the Code and the Participant is to commence payment upon Separation from Service, payment shall be delayed for a period of six months after Separation from Service pursuant to Section 409A, and the accumulated postponed amounts shall be paid in a lump sum payment within 60 days after the end of the six-month period. If the Participant dies during the postponement period prior to the payment of benefits, the amounts withheld on account of [Section 409A] shall be paid within 60 days after the date of the Participant’s death or by such other date as may be permitted under [section 409A].

Required Delay in Payment to Specified Employee Pursuant to Separation from Service. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, except as otherwise permitted by [Section 409A], no payment pursuant to Section 15.4(a)(i) in settlement of an Award providing for [Section 409A] Deferred Compensation may be made to a Participant who is a “specified employee” (as defined by [Section 409A]) as of the date of the Participant’s separation from service before the date (the “Delayed Payment Date”) that is six (6) months after the date of such Participant’s separation from service, or, if earlier, the date of the Participant’s death. All such amounts that would, but for this paragraph, become payable prior to the Delayed Payment Date shall be accumulated and paid on the Delayed Payment Date.

Time of Payment under Section 409A. To comply with Section 409A # any payment under the Plan that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of [Section 409A] and # if, upon separation from service, the Participant is a “specified employee” within the meaning of [Section 409A], any payment under the Plan that is subject to Section 409A and would otherwise be paid within six months after the Participant’s separation from service will instead be paid in the seventh month following the Participant’s separation from service.

Anything in this Plan to the contrary notwithstanding, if at the time of the Eligible Participant’s “separation from service” within the meaning of Section 409A of the Code, the Company determines that the Eligible Participant is a “specified employee” within the meaning of [Section 409A(a)(2)(B)(i)] of the Code, then to the extent any payment or benefit that the Eligible Participant becomes entitled to under this Plan would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of [Section 409A(a)(2)(B)(i)] of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of # six months and one day after the Eligible Participant’s separation from service, or # the Eligible Participant’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.