Specified Employee. For purposes of complying with the requirements of Code section 409A(a)(2)(B)(i) (relating to the 6 month suspension of certain benefit distributions), an individual is a “Specified Employee” if on his or her Termination of Employment, the Company or other Affiliate has stock that is traded on an established securities market within the meaning of Code section 409A(a)(2)(B) and such individual is a “key employee” (defined below). For this purpose, an individual is a “key employee” during the 12-month period beginning on April 1 immediately following the calendar year in which the individual was employed by the Company and other Affiliates, and satisfied, at any time within such calendar year, the requirements of Code section 416(i)(1)(A)(i), [(ii) or (iii)])] (without regard to Code section 416(i)(5)). An individual will not be treated as a Specified Employee if the individual is not required to be treated as a Specified Employee under Treasury Regulations issued under Code section 409A.

Specified Employee. For purposes of complying with the requirements of Code section 409A(a)(2)(B)(i) (relating to the 6 month suspension of certain benefit distributions), an individual is a “Specified Employee” if on his or her Termination of Employment, the Company or other Affiliate has stock that is traded on an established securities market within the meaning of Code section 409A(a)(2)(B) and such individual is a “key employee” (defined below). For this purpose, an individual is a “key employee” during the 12-month period beginning on April 1 immediately following the calendar year in which the individual was employed by the Company and other Affiliates, and satisfied, at any time within such calendar year, the requirements of Code section 416(i)(1)(A)(i), [(ii) or (iii)])] (without regard to Code section 416(i)(5)). An individual will not be treated as a Specified Employee if the individual is not required to be treated as a Specified Employee under Treasury Regulations issued under Code section 409A.

Specified Employee. For purposes of complying with the requirements of Code section 409A(a)(2)(B)(i) (relating to the 6 month suspension of certain benefit distributions), an individual is a “Specified Employee” if onmeans an Officer who as of the date of his or her Termination of Employment,Separation from Service is a “key employee” (as defined below), and the Company or other Affiliate has stock that is traded on an established securities market within(within the meaning of Code sectionSection 409A(a)(2)(B) and such individual). An Officer is a “key employee” (defined below). For this purpose, an individual istreated as a “key employee” during the 12-month period beginning on the April 1 immediately following thea calendar year inany time during which the individualsuch Officer was employed bya key employee of the Company and other Affiliates, and satisfied, at any time withinas such calendar year, the requirements ofterm is defined in Code sectionSection 416(i)(1)(A)(i), [(ii) or (iii)])] (without regard to Code sectionSection 416(i)(5)). An individualOfficer will not be treated as a Specified Employee if the individual ishe or she would not required to be treateda “specified employee” as a Specified Employeedefined under Treasury Regulationsregulations issued under Code sectionSection 409A.

“Specified Employee. For purposes of complying with the requirements of Code section 409A(a)(2)(B)(i) (relating to the 6 month suspension of certain benefit distributions),Employee” means an individual that satisfies the definition of a “key employee” of the Employer as such term is a “Specified Employee” if on his or her Terminationdefined in Code §416(i) (without regard to Code §416(i)(5)), provided that the stock of Employment, the Company or other Affiliate has stock thatEmployer is publicly traded on an established securities market withinor otherwise, as defined in Code §1.897-1(m). If the meaning of Code section 409A(a)(2)(B) and such individualExecutive is a “key employee” (defined below). For this purpose, an individual is a “key employee” during the 12-month period beginning on April 1 immediately following the calendar year in which the individual was employed by the Company and other Affiliates, and satisfied,key employee at any time within such calendar year,during the requirements of Code section 416(i)(1)(A)(i), [(ii) or (iii)])] (without regard to Code section 416(i)(5)). An individual will not be treated astwelve (12) months ending on December 31, the Executive is a Specified Employee iffor the individual is not required to be treated as a Specified Employee under Treasury Regulations issued under Code section 409A.twelve (12) month period commencing on the first day of the following April.

“Specified Employee. For purposesEmployee” shall mean any individual who is a key employee (as defined in Section 416(i) of complying with the requirementsCode without regard to [Section 416(i)(5)]) of Code section 409A(a)(2)(B)(i) (relating to the 6 Code) of the Company at any time during the 12-month suspension of certain benefit distributions),period ending on each December 31 (the “identification date”). If an individual is a “Specified Employee” if on his or her Terminationkey employee as of Employment,an identification date, the Company or other Affiliate has stock that is traded on an established securities market within the meaning of Code section 409A(a)(2)(B) and such individual isshall be treated as a “key employee” (defined below). For this purpose, an individual is a “key employee” duringSpecified Employee for the 12-month period beginning on the April 1 immediately following the calendar year in whichidentification date. Notwithstanding the foregoing, an individual was employed by the Company and other Affiliates, and satisfied, at any time within such calendar year, the requirements of Code section 416(i)(1)(A)(i), [(ii) or (iii)])] (without regard to Code section 416(i)(5)). An individual willshall not be treated as a Specified Employee ifunless any stock of the individualCompany or an Affiliate is not required to be treated as a Specified Employee under Treasury Regulations issued under Code section 409A.publicly traded on an established securities market or otherwise.