Prohibited Acceleration/Distribution Timing. This Section shall take precedence over any other provision of the Plan to the contrary. No provision of this Plan shall be followed if following the provision would result in the acceleration of the time or schedule of any payment from the Plan # as would require income tax to a Participant prior to the date on which the amount is distributable to or on behalf of the Participant under

Acceleration Generally Prohibited. No acceleration of payments under the Plan shall be permitted except as authorized by the Regulations. Without limiting the generality of the foregoing:

Subject to [Section 5.4], deferred amounts shall be paid in the form of # a lump sum payment, or # in approximately equal annual installments, as elected by the Director. Such payments shall be made (or shall commence) as soon as practicable following the Separation from Service except that such period shall not exceed ninety (90) days as permitted by Code [Section 409A] or, if so elected by the Director in the Distribution Election, up to twenty-four (24) months following such Separation from Service.

Timing and Form of Distribution. Except as otherwise provided in [Section 7.2], the following rules shall apply with regard to the timing and form of the distributions to be made from the Participant’s Career Share Account:

Acceleration. The Board may at any time provide that any Award shall become immediately exercisable in whole or in part, free of some or all restrictions or conditions, or otherwise realizable in whole or in part, as the case may be.

Acceleration. If any Event of Default shall occur, at the election of the Lender, all Obligations shall become immediately due and payable without notice or demand, except with respect to Obligations payable on DEMAND, which shall be due and payable on DEMAND, whether or not an Event of Default has occurred.

Acceleration. Upon and at any time following the occurrence of any Event of Default, the Agent may, in addition to any other rights or remedies available to the Agent and the Lender pursuant to this Agreement and the other Loan Documents or at law or in equity, take such action, without notice or demand (and the Borrowers hereby expressly waive any such notice or demand), that the Agent deems advisable to protect and enforce its and the Lender’s rights against the Borrowers and in and to the Properties and the Collateral, including declaring the Obligations to be immediately due and payable, and the Agent and/or the Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against the Borrowers, the Properties and the Collateral, including all rights or remedies available at law or in equity; and upon and at any time following any Event of Default described in [[clauses (f), (g) or (h) of Section 8.1]1]1]] above, the Obligations of the Borrowers hereunder and under the other Loan Documents shall immediately and automatically become due and payable in full, without notice or demand, and the Borrowers hereby expressly waive any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Timing. Deferral Elections (or revocations thereof) shall be made by the Participant and filed with the Committee not later than the last day of the calendar year before the beginning of next succeeding calendar year and shall be effective on the first day of such calendar year with respect to: # Director Fees to be earned with respect to services rendered during such subsequent calendar year; or # LTI to be granted in such subsequent calendar year. A Deferral Election with respect to Director Fees or LTI shall be an irrevocable election for the next following calendar year (and shall become irrevocable immediately prior to the first day of the calendar year to which such Deferral Election relates.)

Each Participant shall designate in his or her election the timing of his or her distribution as described in the accompanying election form. Notwithstanding anything to the contrary contained herein provided, no acceleration of the time or schedule of payments under the Plan shall occur except as permitted under both this Plan and Code Section 409A. If the Participant fails to properly designate the time and form of a distribution, the Participant’s Account shall be paid in a lump sum.

Prohibited Acts. ​ shall not: