Specified Employees. Notwithstanding anything in this Plan to the contrary, if the payment of any benefit under this [Article VI] would be subject to taxation under Code Section 409A because the timing of such payment is not delayed to the extent required under Code Section 409A for a Specified Employee upon his Separation from Service, then if the Participant is a Specified Employee, any such payment that the Participant would otherwise be entitled to receive during the first six (6) months following his Separation from Service shall be accumulated and paid, within ninety (90) days after the date that is six months following the date of his Separation from Service, or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to such additional taxes and interest such as, for example, due to the death of Participant.

Certain Required Payment Delays. Notwithstanding anything inany other provision of this Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code and a payment of any benefit underprovided for in this [Article VI]Plan would be subject to taxationadditional tax under Code Section 409A becauseof the timing ofCode if such payment is not delayed topaid within six months after the extent required under Code Section 409A for a Specified Employee upon hisParticipant’s Separation from Service, then ifsuch payment required under this Plan shall not be paid (or commence) during the six-month period immediately following the Participant’s Separation from Service. In such an event, any payments that would otherwise have been made during such six-month period and which would have incurred such additional tax under Section 409A of the Code shall instead be paid to the Participant isin a Specified Employee, any such payment thatlump-sum cash payment, with interest calculated at the Participant would otherwise be entitled to receive duringsix month London Interbank Offered Rate (as in effect at the time of the Participant’s Separation from Service), on the first six (6) monthsday of the seventh month following histhe Participant’s Separation from Service shall be accumulated and paid, within ninety (90) days after the date that is six months following the date of his Separation from Service, or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to such additional taxes and interest such as, for example, due to the death of Participant.Service.

Notwithstanding anything in this Planany other provision of the Agreement to the contrary, ifin the case of Specified Employees (as defined under Section 409A of the Code) receiving benefits as a result of Retirement, the payment shall not be made before the date that is six (6) months after the date of separation from service (or, if earlier, the date of death of the Specified Employee). The manner of commencement and date of commencement shall be determined by the Board of Directors consistent with any benefitrules promulgated under this [Article VI] would be subject to taxation under Code Section 409A becauseand valid regulations issued thereunder. For example, the timing of such payment is not delayedarrangement could provide to the extent required under Code Section 409A forconsistent with those rules, that payments to which a Specified Employee upon his Separation from Service, then if the Participant is a Specified Employee, any such payment that the Participant would otherwise be entitled to receive during the first six (6) months following his Separationthe date of separation from Service shallservice would be accumulated and paid, within ninety (90) days afterpaid at another specified date such as the first date that is six monthsof the seventh month following the date of his Separationseparation from Service, or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to such additional taxes and interest such as, for example, due to the death of Participant.service.

If any benefit under this [Article VI] would be subject to taxation under Code Section 409A because the timing of such payment is not delayed to the extent required under Code Section 409A for a Specified Employee upon his Separation from Service, then if the Participant is a Specified Employee,Employee (as defined in Section 409A), upon a Separation from Service for any reason other than death, commencement of payment to such paymentParticipant shall not be made before the date that is six (6) months after the Participantdate of his or her Separation from Service (or, if earlier, the date of death of the Participant). Payments to which a Specified Employee would otherwise be entitled to receive during the first six (6) months following his Separation from Servicethis period shall be accumulated and paid, within ninety (90) days aftertogether with earnings that have accrued during this six-month delay, on the first Company payroll date that is six monthsfor salaried exempt employees in the seventh calendar month following the date of his Separation from Service, or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to such additional taxes and interest such as, for example, due to the death of Participant.Service.

SECTION # Specified Employees. Notwithstanding anything in this Plan to the contrary, if the paymentother provisions of any benefit under this [Article VI] would be subjectV], no payment to taxation under Code Section 409A because the timing of such payment is not delayed to the extent required under Code Section 409A for a Specified Employee upon his Separationunder the Plan that constitutes “nonqualified deferred compensation” subject to Section 409A of the Code and that is provided on account of the Specified Employee’s “separation from Service, then ifservice” within the Participant is a Specified Employee, any such payment thatmeaning of Section 409A of the Participant would otherwise be entitled to receive during the first six (6) months following his Separation from ServiceCode shall be accumulated and paid, within ninety (90) days aftermade or commenced prior to the date that is six months following the Specified Employee’s “separation from service” within the meaning of Section 409A of the Code from the Company Group; provided that, subject to [Section 5.01], amounts under the Plan that, but for this [Section 5.05], were otherwise payable to the Specified Employee prior to such date shall, to the extent unpaid as of his Separation from Service, or such earlier date upon which such amount candate, be paid or provided under Code Section 409A without being subject to such additional taxes and interest such as, for example, due to the death of Participant.Specified Employee on or within 30 days after such date in accordance with the Company’s payroll practices in effect from time to time.

Notwithstanding anything inthe foregoing or any other provision of this Plan to the contrary, if at the time of a Participant's “separation from service” (within the meaning of Code Section 409A), the Participant is a "Specified Employee," then the Company will defer the payment of any benefit under this [Article VI] would benonqualified deferred compensation subject to taxation under Code Section 409A because the timing ofpayable upon separation from service (without any reduction in such payment is not delayedpayments or benefits ultimately paid or provided to the extent required under Code Section 409A for a Specified Employee upon his Separation from Service, then if the Participant is a Specified Employee, any such payment that the Participant would otherwise be entitled to receive during the first six (6) months following his Separation from Service shall be accumulated and paid, within ninety (90) days afterParticipant) until the date that is six (6) months following separation from service or, if earlier, the earliest other date of his Separation from Service, or such earlier date upon which such amount can be paid or providedas is permitted under Code Section 409A without being subject(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 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 additional taxes and interest such as, for example, due to the death of Participant.determination.

Notwithstanding anything in thisthe Plan to the contrary, if at the paymenttime of any benefit under this [Article VI] woulda Participant’s Separation from Service, the Participant is considered to be subject to taxation under Code Section 409A because the timing of such payment is not delayeda Specified Employee, to the extent required under Codeany Unit is subject to the requirements of Section 409A for a Specified Employeeof the Code and is payable upon histhe Participant’s Separation from Service, then if the Participant is a Specified Employee, any such payment thatshall not commence prior to the Participant would otherwise be entitled to receive duringfirst Business Day following the firstdate which is six (6) months following hisafter the Participant’s Separation from Service shall be accumulated and paid, within ninety (90) days after(or if earlier than the date that isend of the six months following(6) month period, the date of histhe Participant’s death). For the avoidance of doubt, the provisions of this [Section 2.5(c)] shall not apply to any payment that becomes due on a Payment Date that occurs prior to the Participant’s Separation from Service, any payment that becomes due as a result of the Participant’s death, or such earlier date upon which such amount can be paid or provided under Codeany payment with respect to a Unit that qualifies for an exception to the requirements of Section 409A without being subject to such additional taxes and interest such as, for example, due toof the death of Participant.Code.

Payments to Specified Employees. Notwithstanding anything in this Plan to the contrary, if the paymentother provisions of any benefit under this [Article VI] would be subject to taxation under Code Section 409A becauseIII], if at the timingtime of such payment is not delayed to the extent required under Code Section 409A for a Specified Employee upon his SeparationParticipant’s separation from Service, then ifservice, the Administrator determines that the Participant is a Specified Employee, any“specified employee,” within the meaning of Code Section 409A, then payment of such payment thatbenefit shall be paid at the Participant would otherwise be entitled to receive duringdate which is the firstearlier of # six (6) months following his Separationand one day after such separation from Service shall be accumulatedservice and paid, within ninety (90) days after the date that is six months following# the date of his Separation from Service, or such earlier date upon which such amount canthe Participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this [Section 3.10] shall be paid or provided under Code Section 409A without being subject to such additional taxes and interest such as, for example, due to the deathParticipant in a lump-sum with interest at the prime rate as published by The Wall Street Journal on the first business day of Participant.the Delay Period, and any remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

Specified Employees.Employee. Notwithstanding anything to the contrary in this PlanAgreement, no compensation or benefits that are “nonqualified deferred compensation” subject to Code Section 409A shall be paid to the contrary, ifEmployee during the six (6)-month period following his “separation from service” (within the meaning of [Section 409A(a)(2)(A)(i)] of the Code) to the extent that the Company determines that the Employee is a “specified employee” and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(B)(i). If the payment of any benefit under this [Article VI] would be subject to taxation under Code Section 409A becausesuch amounts is delayed as a result of the timingprevious sentence, then on the first business day following the end of such payment is not delayed to the extent required under Code Section 409A for a Specified Employee upon his Separation from Service, then if the Participant is a Specified Employee, any such payment that the Participant would otherwise be entitled to receive during the first six (6) months following his Separation from Service shall be accumulated and paid, within ninety (90) days after the date that is six months following the date of his Separation from Service, or-month period (or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to such additional taxes and interest such as, for example, duetaxes, including as a result of the Employee’s death), the Company shall pay to the death of Participant.Employee a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Employee during such six (6)-month period.

Notwithstanding anything to the contrary in this PlanPlan, if the Company determines # that on the date a participant’s employment with the Company terminates or at such other time that the Company determines to be relevant, the participant is a “specified employee” (as such term is defined under Section 409A) of the Company and # that any payments to be provided to the contrary,participant pursuant to this Plan are or may become subject to the additional tax under [Section 409(A)(a)(1)(B)] of the Code or any other taxes or penalties imposed under Section 409A of the Code (“[Section 409A] Taxes”) if provided at the payment of any benefittime otherwise required under this [Article VI] would be subject to taxation under Code Section 409A because the timing ofPlan then # such payment is not delayed to the extent required under Code Section 409A for a Specified Employee upon his Separation from Service, then if the Participant is a Specified Employee, any such payment that the Participant would otherwise be entitled to receive during the first six (6) months following his Separation from Servicepayments shall be accumulated and paid, within ninety (90) days afterdelayed until the date that is six months followingafter the date of his Separationthe participant’s “separation from Service,service” (as such term is defined under Section 409A of the Code) with the Company, or such earlier date upon whichshorter period that, as determined by the Company, is sufficient to avoid the imposition of [Section 409A] Taxes (the “Payment Delay Period”) and # such payments shall be increased by an amount can be paid or provided under Code Section 409A without being subjectequal to interest on such additional taxes and interest such as,payments for example, duethe Payment Delay Period at a rate equal to the deathprime rate in effect as of Participant.the date the payment was first due (for this purpose, the prime rate will be based on the rate published from time to time in The Wall Street Journal). Any payments delayed pursuant to this [Section 10] shall be made in a lump sum on the first day of the seventh month following the participant’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of the participant’s death.