Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Employee in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of [Section 409A] and Employee is determined to be a “specified employee” as defined in [Section 409A(a)(2)(b)(i)], then such payment or benefit shall not be paid until the first payroll date to occur following the six (6)-month anniversary of the Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Employee in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to EmployeeExecutive in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of [Section 409A] and EmployeeExecutive is determined to be a “specified employee” as defined in [SectionSection 409A(a)(2)(b)(i)], then such payment or benefit shall not be paid until the first payroll date to occur following the six (6)-six-month anniversary of the Termination Date or, if earlier, on Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to EmployeeExecutive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

Notwithstanding any other provision of this Agreement,offer letter, if any payment or benefit provided to Employeeyou in connection with his termination of employment is determined to constitute “nonqualified"nonqualified deferred compensation”compensation" within the meaning of [Section 409A] and Employee isyou are determined to be a “specified employee”"specified employee" as defined in [SectionSection 409A(a)(2)(b)(i)], then such payment or benefit shall not be paid until the first payroll date to occur following the six (6)-six-month anniversary of the Termination Dateyour termination date (the “Specified"Specified Employee Payment Date”Date"). or, if earlier, on the date of your death. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Employeeyou in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

Notwithstanding any other provision of this Agreement,the Plan, if any payment or benefit provided to Employeea Participant in connection with his termination of employmentthe Participant’s Qualifying Termination is determined to constitute “nonqualified deferred compensation” within the meaning of [Section 409A]Section 409A of the Code and Employeethe Participant is determined to be a “specified employee” as defined in [SectionSection 409A(a)(2)(b)(i)], of the Code, then such payment or benefit shall not be paid until the first payroll date to occur following the six (6)-month anniversary of the Qualifying Termination Dateor, if earlier, on the Participant’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Employeethe Participant in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

Notwithstanding any other provision of this Agreement,letter, if any payment or benefit provided to Employee in connection with hisat the time of the Executive’s termination of employmentemployment, the Executive is a “specified employee”, determined toin accordance with Section 409A, any payments and benefits provided under this letter that constitute “nonqualified deferred compensation” withinsubject to Section 409A that are provided to the meaningExecutive on account of [Section 409A] and Employee is determined to be a “specified employee” as defined in [Section 409A(a)(2)(b)(i)], then such payment or benefither separation from service shall not be paid until the first payroll date to occur following the six (6)-six-month anniversary of the Termination Date (the “SpecifiedExecutive’s termination date (”Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been paid before the Specified Employee Payment Datemade during such six-month period shall be paid to Employee in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. If the

Specified Employees.Employee. Notwithstanding any other provision ofanything to the contrary in this Agreement, if any paymentno compensation or benefit providedbenefits that are “nonqualified deferred compensation” subject to Code Section 409A shall be paid to the Employee in connection withduring the six (6)-month period following his termination of employment is determined to constitute “nonqualified deferred compensation” within“separation from service” (within the meaning of [Section 409A] and409A(a)(2)(A)(i)] of the Code) to the extent that the Company determines that the Employee is determined toa “specified employee” and that paying such amounts at the time or times indicated in this Agreement would be a “specified employee” as defined in [Sectionprohibited distribution under Code Section 409A(a)(2)(b)B)(i)],. If the payment of any such amounts is delayed as a result of the previous sentence, then such payment or benefit shall not be paid untilon the first payroll date to occurbusiness day following the end of such six (6)-month anniversaryperiod (or such earlier date upon which such amount can be paid under Code Section 409A without being subject to such additional taxes, including as a result of the Termination Date (the “SpecifiedEmployee’s death), the Company shall pay to the Employee Payment Date”). The aggregate of any paymentsa lump-sum amount equal to the cumulative amount that would have otherwise have been paid beforepayable to the Specified Employee Payment Date shall be paid to Employee in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.during such six (6)-month period.

Not with standing anything contained herein to the contrary, if at the time of this Agreement, if any payment or benefit provided to Employee in connection with hisemployee's termination of employmentdate, # the employee is determined to constitute “nonqualified deferred compensation” within the meaning of [Section 409A] and Employee is determined to be a “specified employee”"specified employee" as defined in [Section 409A(a)(2)(b)(i)]Section 409A and , then# any of the payments of benefits provided here under may constitute "deferred compensation" under Section 409A, then, and only to the extent required by such provisions, the date of payment of such payments or benefit shall notbenefits otherwise provided will be paid until the first payroll datedelayed for a period of up to occursix (6) months following the six (6)-month anniversary of the Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Employee in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.termination date.

Without limiting the generality of this Agreement,the foregoing, if and to the extent that any payment or benefit provided to Employee in connection with his termination of employmentunder this Agreement is determined by the Employer to constitute “nonqualified deferred compensation” withinsubject to section 409A of the Code, this Agreement shall be administered accordingly, and any such payment provided to an employee who is a “specified employee” (within the meaning of [Section 409A]section 409A of the Code and Employee isas determined pursuant to procedures established by the Employer) must be a “specified employee” as defined in [Sectiondelayed for six months from the Date of Termination to comply with [section 409A(a)(2)(b)B)(i)], then of the Code. The Employer shall set aside those payments or benefits that would have been made but for payment delay required by the preceding sentence, and such payment or benefit shall notamounts will be paid untilat the first payroll date to occur following the six (6)-month anniversaryend of the Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Employee in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.delay.

Notwithstanding any other provision of this Agreement,Agreement to the contrary, if the Employee is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company and its Affiliates as in effect on the Termination Date), any payment or benefit provided to Employee in connection with his termination of employment is determined to constitute “nonqualifiedthat constitutes nonqualified deferred compensation”compensation within the meaning of [Section 409A] andSection 409A of the Code that is otherwise due to the Employee is determined to be a “specified employee” as defined in [Section 409A(a)(2)(b)(i)], then such payment or benefitunder this Agreement during the six-month period immediately following the Employee’s separation from service on account of the Employee’s separation from service shall notinstead be paid untilon the first payroll date to occurbusiness day of the seventh month following his separation from service (the “Delayed Payment Date”) with interest calculated at the six (6)-short-term Applicable Federal Rate as in effect for the month anniversary ofin which the Termination Date (the “Specifiedoccurs, to the extent necessary to prevent the imposition of tax penalties on the Employee under Section 409A of the Code. If the Employee dies prior to the Delayed Payment Date”). The aggregateDate, then the amounts and entitlements delayed on account of any payments that would otherwise have been paid beforeSection 409A of the Specified Employee Payment DateCode shall be paid to Employee in a lump sumthe personal representative of his estate on the Specified Employeefirst to occur of the Delayed Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.or 30 calendar days after the date of the Employee’s death.

Each payment under this Agreement is intended to be a “separate payment” and not one of this Agreement, ifa series of payments for purposes of [Section 409A]. If, as of the Termination Date, the Executive is a “specified employee” (as defined and determined under Section 409A) and any payment or benefit provided to Employeehim in connection with his termination of employment is determined to constitute “nonqualifiedconstitutes “non-qualified deferred compensation” withinsubject to Section 409A, then the meaning ofpayments and benefits that may be paid to the Executive during the six-month period following the Termination Date will be limited to # any amounts that qualify for the short-term deferral exception to [Section 409A], # any amounts that qualify for the involuntary separation from service exception to [Section 409A], and Employee is determined# any other payments to be a “specified employee” as defined in [Section 409A(a)(2)(b)(i)], thenthe extent they are covered by an exception to such payment or benefit shallsix-month delay applicable to specified employees. All other payments and benefits will not be paid to the Executive until the first payroll date to occur following thebusiness day that is six (6)-month anniversary ofmonths after the Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Employee in a lump sumor, if earlier, on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.Executive’s death.