“Separation from Service”. Notwithstanding anything in this Agreement to the contrary, if you are a “specified employee” (within the meaning of Section 409A of the U.S. Internal Revenue Code (the “Code”)) and any payment made pursuant to this Agreement is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment will be the date that is the first (1st) day of the seventh (7th) month after the date of your “separation from service” with the Company (determined in accordance with Section 409A of the Code) or your earlier death. In addition, if the event triggering your right to benefits or payments hereunder is your termination of employment, but such termination of employment does not constitute a “separation from service” with the Company within the meaning of Section 409A of the Code, then the benefits or payments hereunder payable by reason of such termination of employment that are considered to be a “deferral of compensation” under Section 409A of the Code will not be paid upon such termination of employment, but instead, will remain an obligation of the Company to you and will be paid or provided to you upon the first to occur of: # your “separation from service” (within the meaning of Section 409A of the Code) (any amount payable upon such “separation from service” being subject to the first sentence of this [Section 10]); # a “change of control” of the Company (within the meaning of Section 409A of the Code); or # your death.
“Separation from Service”. Notwithstanding anything inA termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of [Section 409A] and, for purposes of any such provision of this Agreement, references to the contrary, ifa “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” (withinwithin the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified herein as subject to this Section or is otherwise considered “deferred compensation” under Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and is due upon your separation from service, such payment or benefit shall not be made or provided until the date which is the earlier of # the expiration of the U.S. Internal Revenue Code (the “Code”)) and any payment made pursuant to this Agreement is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separationsix (6)-month period measured from service” (within the meaning of Section 409A of the Code), then the payment date for such payment will be the date that is the first (1st) day of the seventh (7th) month after the date of your “separation from service” withservice,” and # the Company (determined in accordance with Section 409Adate of your death (the “Delay Period”) and this Agreement and each such plan, program, payroll practice or equity grant shall hereby be deemed amended accordingly. Upon the expiration of the Code)Delay Period, all payments and benefits delayed pursuant to this [Section 11(c)] (whether they would have otherwise been payable in a single sum or your earlier death. In addition, ifin installments in the event triggering your rightabsence of such delay) shall be paid or reimbursed to benefits or payments hereunder is your termination of employment, but such termination of employment does not constituteyou in a “separation from service” withlump sum on the Company within the meaning of Section 409Afirst business day of the Code, then theDelay Period, and any remaining payments and benefits or payments hereunder payable by reason of such termination of employment that are considered to be a “deferral of compensation”due under Section 409A of the Code will not be paid upon such termination of employment, but instead, will remain an obligation of the Company to you and willthis Agreement shall be paid or provided to you uponin accordance with the first to occur of: # your “separation from service” (within the meaning of Section 409A of the Code) (any amount payable upon such “separation from service” being subject to the first sentence of this [Section 10]); # a “change of control” of the Company (within the meaning of Section 409A of the Code); or # your death.normal payment dates specified for them herein.
“SeparationNotwithstanding anything to the contrary in this Agreement, if Employee is a specified employee as determined pursuant to Section 409A as of the date of Employees separation from Service”. Notwithstanding anythingservice as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation) and if any payments or entitlements provided for in this Agreement to the contrary, if you areconstitute a “specified employee” (withindeferral of compensation within the meaning of [Section 409A] and cannot be paid or provided in the manner provided herein without subjecting Employee to additional tax, interest or penalties under Section 409A of the U.S. Internal Revenue Code (the “Code”)) and409A, then any such payment made pursuant to this Agreement is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) thator entitlement which is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment will be the date that isduring the first (1st)six (6) months following Employees separation from service shall be paid or provided to Employee in a cash lump-sum on the first business day of the seventh (7th) calendar month afterimmediately following the date of your “separationmonth in which Employees separation from service” with the Company (determined in accordance with Section 409A of the Code) or your earlierservice occurs or, if earlier, upon Employees death. In addition, if the event triggering your right toany payments or benefits or paymentsdue hereunder is yourupon a termination of employment, but such terminationEmployees employment which are a deferral of employment does not constitute a “separation from service” with the Companycompensation within the meaning of [Section 409A] shall only be payable or provided to Employee (or Employees estate) upon a separation from service as defined in Section 409A409A. Finally, for the purposes of the Code, then the benefits or payments hereunderthis Agreement, amounts payable by reason of such termination of employment that are consideredunder [Section 3.2] shall be deemed not to be a “deferraldeferral of compensation” undercompensation subject to Section 409A of the Code will not be paid upon such termination of employment, but instead, will remain an obligation of the Company to you and will be paid or provided to you upon the first to occur of: # your “separation from service” (within the meaning of Section 409A of the Code) (any amount payable upon such “separation from service” being subject to the first sentenceextent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (short-term deferrals) and (b)(9) (separation pay plans, including the exception under [subparagraph (iii)]) and other applicable provisions of this [Section 10]); # a “change of control” of the Company (within the meaning ofTreasury Regulation Section 409A of the Code); or # your death.1.409A-1 A-6.
“Separation from Service”. Notwithstanding anything inIt is the intention and understanding of the parties that all amounts and benefits to which you become entitled under this Agreement to the contrary, if you are a “specified employee” (within the meaning of Section 409A of the U.S. Internal Revenue Code (the “Code”)) and any payment made pursuant to this Agreement is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment will be the date that is the first (1st) day of the seventh (7th) month after the date of your “separation from service” with the Company (determined in accordance with Section 409A of the Code) or your earlier death. In addition, if the event triggering your right to benefits or payments hereunder is your termination of employment, but such termination of employment does not constitute a “separation from service” with the Company within the meaning of Section 409A of the Code, then the benefits or payments hereunder payable by reason of such termination of employment that are considered to be a “deferral of compensation” under Section 409A of the Code will not be paid upon such termination of employment, but instead, will remain an obligation of the Company to you and will be paid or provided to you upon the firstpursuant to occur of: # your “separation from service” (withina fixed schedule within the meaning of [Section 409A]. Notwithstanding such intention and understanding, in the event that you are a specified employee as determined by the Company (a “Specified Employee”) at the time of your Separation from Service (as defined below), then to the extent that any amount or benefit owed to you under this Agreement # constitutes an amount of deferred compensation for purposes of [Section 409A] and # is considered for purposes of [Section 409A] to be owed to you by virtue of your Separation from Service, then such amount or benefit shall not be paid or provided during the six (6) month period following the date of your Separation from Service and instead shall be paid or provided on the first day of the seventh month following your date of Separation from Service; provided, however, that such delay shall apply only to the extent that such payments and benefits, in the aggregate, exceed the lesser of an amount equal to # two (2) times your annualized compensation (as determined under the Code Section 409A regulations) and # two (2) times the applicable Code Section 401(a)(17) annual compensation limit for the year in which your termination occurs; provided, further, that any payments made during such six (6) month period shall first be made to cover all costs relating to medical, dental and life insurance coverage to which you are entitled under this Agreement and thereafter shall be made in respect of the Code) (any amount payable upon such “separation from service” being subjectother amounts or benefits owed to the first sentence of this [Section 10]); # a “change of control” of the Company (within the meaning of Section 409A of the Code); or # your death.you.
“Separation from Service”.Delayed Payments. Notwithstanding anything in this Agreement to the contrary, if you arethe Employee is a “specified employee” (within the meaning of Section 409A of the U.S. Internal Revenue Code (the “Code”)) and any payment made pursuant to this Agreement is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment will be the date that is the first (1st) day of the seventh (7th) month after the date of your “separation from service” with the Company (determined in accordance with Section 409A of the Code) or your earlier death. In addition, if the event triggering your right to benefits or payments hereunder is your termination of employment, but such termination of employment does not constitute a “separation from service” with the Company within the meaning of Section 409A of the Code, then the benefits or payments hereunder payable by reason of such termination of employment that are considered to be a “deferral of compensation” under Section 409A of the Code will not be paid upon such termination of employment, but instead, will remain an obligation of the Company to you and will be paid or provided to you upon the first to occur of: # your “separation from service”specified employee (within the meaning of Section 409A of the Code) (any amounton the Date of Termination, in the case of any payment made or benefit provided pursuant to this Agreement that is considered to be a deferral of compensation subject to Section 409A of the Code and which is payable upon such “separationthe Employees separation from service” being subject to the first sentence of this [Section 10]); # a “change of control” of the Companyservice (within the meaning of Section 409A of the Code); and which otherwise is payable within six months of such separation from service, the payment date for such payment or # your death.benefit shall be the date that is the first day of the seventh month after the date of the Employees separation from service (determined in accordance with Code Section 409A). However, notwithstanding anything to the contrary contained in this [Section 7.1(c)] or anywhere else in this Agreement, no delay shall be required under this [Section 7.1(c)] to the extent that such payments do not constitute a deferral of compensation under Treasury Regulation Section 1.409A-1(b)(4) or 1.409A-1(b)(9)(iii).
“Notwithstanding the foregoing provisions of this Agreement, no Shares or amounts payable hereunder in connection with a termination of your employment that are subject to Section 409A of the Code as deferred compensation (and do not qualify for the “short term deferral” or any other exemption under applicable U.S. Treasury Regulations) and that are payable upon a termination of your employment (“Separation Payments”) shall be paid unless the termination constitutes a “separation from Service”. Notwithstanding anything in this Agreement to the contrary, if you are a “specified employee” (withinservice,” within the meaning of Section 409A of the U.S. Internal Revenue Code (the “Code”)) and any payment made pursuant to this Agreement is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment will be the date that is the first (1st) day of the seventh (7th) month after the date of your “separation from service” with the Company (determined in accordance with Section 409A of the Code) or your earlier death.Code. In addition, if the event triggering your right to benefits or payments hereunder is your termination of employment, but such termination of employment does not constituteyou are a “separation from service” with the Company“specified employee,” within the meaning of Section 409A of the Code, thenat the benefitstime of a separation from service, any Separation Payments payable in connection with a separation from service shall instead be paid on the first business day following the earlier to occur of # the expiration of the six (6)-month period following your separation from service or payments hereunder payable by reason of such termination of employment that are considered# your death, if necessary to be a “deferral of compensation” undercomply with Section 409A of the Code will not be paid upon such termination of employment, but instead, will remain an obligation of the Company to you and will be paid or provided to you upon the first to occur of: # your “separation from service” (within the meaning of Section 409A of the Code) (any amount payable upon such “separation from service” being subject to the first sentence of this [Section 10]); # a “change of control” of the Company (within the meaning of Section 409A of the Code); or # your death.Code.
“Separation from Service”. Notwithstanding anything in this Agreement toIf the contrary, if you areEmployee is a “specified employee” (withinwithin the meaning of Section 409A of the U.S. Internal Revenue Code (the “Code”)) and any payment made pursuant to this Agreement is considered to be a “deferralat the time of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon yourhis “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment will be the date that is the first (1st) day of the seventh (7th) month after the date of your “separation from service” with the Company (determined in accordance with Section 409A of the Code) or your earlier death. In addition, if the event triggering your right to benefits or payments hereunder is your termination of employment, but such termination of employment does not constitute a “separation from service” with the Company within the meaning of Section 409A of the Code, then the benefits or payments hereunder payable by reason of such termination of employment that are consideredany payment otherwise required to be a “deferralmade to him under this Agreement on account of compensation”his separation from service, to the extent such payment (after taking into account all exclusions applicable to such payment under Section 409A of the Code will not be paid upon such termination of employment, but instead, will remain an obligation of the CompanyCode) is properly treated as deferred compensation subject to you and will be paid or provided to you upon the first to occur of: # your “separation from service” (within the meaning of Section 409A of the Code) (any amount payable upon such “separation from service” being subject toCode, shall not be made until the first sentencebusiness day after # the expiration of this [Section 10]); # a “change of control”six months from the date of the Company (withinEmployee’s separation from service, or # if earlier, the meaning of Section 409Adate of the Code); or # yourEmployee’s death.
“Separation from Service”. Notwithstanding anything in this AgreementTo the extent required to avoid the contrary, if you are a “specified employee” (within the meaningimposition of additional taxes and penalties under Section 409A of the U.S. Internal Revenue Code (the “Code”)) and any payment made pursuant toCode, amounts payable under this Agreement is considered toon account of any termination of employment shall only be paid if Executive experiences a “deferral of compensation” (as such phrase is“separation from service” as defined for purposes ofin Section 409A of the Code)Code and the regulatory and other guidance issued thereunder (“[Section 409A]”). Furthermore, to the extent that Executive is payable upon your “separation from service” (withina “specified employee” within the meaning of the [Section 409A] as of the date of Executive’s separation from service, no amount that constitutes a deferral of compensation under Section 409A which is payable on account of the Code), then the payment date for such payment willExecutive’s separation from service shall be paid to Executive before the date that(the “Delayed Payment Date”) which is the first (1st) day of the seventh (7th) month after the date of your “separationExecutive’s separation from service” withservice or, if earlier, the Company (determined in accordance with Section 409Adate of Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Code) or your earlier death.Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. In addition, ifto the event triggering your rightextent that any payments made pursuant to benefits or payments hereunder is your termination of employment, but such termination of employment does notthis [Section 7] constitute a “separation from service” with the Company within the meaning of Section 409A of the Code, then the benefits or payments hereunder payable by reason of such termination of employment that are considered to be a “deferral of compensation”deferred compensation under Section 409A of the Code will not be paid upon such termination of employment, but instead, will remain an obligation of the Company to you and409A, each payment will be paid or provided to you upon the first to occur of: # your “separation from service” (within the meaningconsidered one of Section 409Aa series of the Code) (any amount payable upon such “separation from service” being subject to the first sentence of this [Section 10]); # a “change of control” of the Company (within the meaning of Section 409A of the Code); or # your death.separate payments.
“Separation from Service”. Notwithstanding anything inany provision of this Agreement to the contrary, if you are a “specified employee” (withinas defined in Section 409A, and if any payments hereunder are considered deferred compensation subject to Section 409A, you will not be entitled to any such payments in connection with the meaningtermination of Section 409A of the U.S. Internal Revenue Code (the “Code”)) and any payment made pursuant to this Agreement is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment will beemployment until the date thatwhich is the first (1st)six months and one day of the seventh (7th) month after you Separation Date (or, if earlier, the date of your “separation from service” withdeath) and any payment otherwise due in such period will be made within the Company (determined in accordance30 day period following the six month anniversary of your Separation Date (or, if earlier, the date of your death). The provisions of this paragraph will only apply if, and to the extent, required to comply with Section 409A409A. For purposes of the Code) or your earlier death. In addition, if the event triggering your right to benefits or payments hereunder[Section 409A], each payment made under this letter is your termination of employment, but such termination of employment does not constitutedesignated as a “separation from service” with the Company“separate payment” within the meaning of [Section 409A]. Payments made with respect to reimbursements of expenses shall be made or provided in accordance with the requirements of Section 409A409A, including, where applicable, the requirement that the reimbursement be made on or before the last day of the Code, thencalendar year following the benefits or payments hereunder payable by reasoncalendar year in which the relevant expense is incurred. The amount of such termination of employment that are considered to beexpenses eligible for reimbursement during a “deferral of compensation” under Section 409A ofcalendar year may not affect the Code will not be paid upon such termination of employment, but instead, will remain an obligation of the Company to you and will be paid or provided to you upon the first to occur of: # your “separation from service” (within the meaning of Section 409A of the Code) (any amount payable upon such “separation from service” being subject to the first sentence of this [Section 10]); # a “change of control” of the Company (within the meaning of Section 409A of the Code); or # your death.expenses eligible for reimbursement in any other calendar year.
“Separation from Service”. Notwithstanding anything in this AgreementWithout limiting the generality of the foregoing, if and to the contrary, ifextent required to comply with Section 409A, # each payment shall be treated as a separate payment and the right to a series of installment payments will be treated as a right to a series of separate payments; and # no payment or benefit required to be paid on account of a termination of your employment shall be made unless and until you incur a “separation from service” within the meaning of [Section 409A]. If you are a “specified employee” (withinwithin the meaning of [Section 409A], then to the extent necessary to avoid subjecting you to the imposition of any additional tax under Section 409A, amounts that are subject to Section 409A ofthat would otherwise be payable to you during the U.S. Internal Revenue Code (the “Code”)) and any payment made pursuant to this Agreement is considered to besix-month period immediately following a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (withinwithin the meaning of Section 409A[Section 409A] shall not be paid during such period, but shall instead be accumulated and paid in a lump sum on the first business day following the earlier of the Code), then the payment date for such payment will be# the date that is the first (1st) day of the seventh (7th) monthsix months after the date of your “separationseparation from service” with the Company (determined in accordance with Section 409A of the Code) or your earlier death. In addition, if the event triggering your right to benefits or payments hereunder is your termination of employment, but such termination of employment does not constitute a “separation from service” with the Company within the meaning of Section 409A of the Code, then the benefits or payments hereunder payable by reason of such termination of employment that are considered to be a “deferral of compensation” under Section 409A of the Code will not be paid upon such termination of employment, but instead, will remain an obligation of the Company to you and will be paid or provided to you upon the first to occur of: # your “separation from service” (within the meaning of Section 409A of the Code) (any amount payable upon such “separation from service” being subject to the first sentence of this [Section 10]); # a “change of control” of the Company (within the meaning of Section 409A of the Code);service or # your death.
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