Six-Month Delay. Notwithstanding any provision of this Agreement to the contrary, if, at the time of Employee’s termination of employment with Employer, he is a “specified employee” as defined in Section 409A, and one or more of the payments or benefits received or to be received by Employee upon such termination pursuant to this Agreement would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under this Agreement until the earlier of # the date that is six (6) months following Employee’s termination of employment with Employer and # Employee’s death. The provisions of this Section 21 shall apply only to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A.

Six-Month Delay. Notwithstanding any provision of this AgreementNot with standing anything contained herein to the contrary, if,if at the time of Employee’employee's termination of employment with Employer, hedate, # the employee is a “specified employee”"specified employee" as defined in Section 409A,409A and one or more, # any of the payments orof benefits received or to be received by Employee upon such termination pursuant to this Agreement wouldprovided here under may constitute deferred compensation subject to"deferred compensation" under Section 409A, no such payment or benefit will be provided under this Agreement until the earlier of # the date that is six (6) months following Employee’s termination of employment with Employerthen, and # Employee’s death. The provisions of this Section 21 shall apply only to the extent required by such provisions, the date of payment of such payments or benefits otherwise provided will be delayed for a period of up to avoid Employee’s incurrence of any penalty tax or interest under Section 409A.six (6) months following the termination date.

Without limiting the generality of the foregoing, if and to the extent that any provision ofpayment or benefit under this Agreement is determined by the Employer to constitute “nonqualified deferred compensation” subject to section 409A of the contrary, if, at the time of Employee’s termination of employment with Employer, heCode, this Agreement shall be administered accordingly, and any such payment provided to an employee who is a “specified employee” as defined in Section 409A, and one or more(within the meaning of section 409A of the Code and as determined pursuant to procedures established by the Employer) must be delayed for six months from the Date of Termination to comply with [section 409A(a)(2)(B)(i)] of the Code. The Employer shall set aside those payments or benefits received or to be receivedthat would have been made but for payment delay required by Employee uponthe preceding sentence, and such termination pursuant to this Agreement would constitute deferred compensation subject to Section 409A, no such payment or benefitamounts will be provided under this Agreement untilpaid at the earlierend of # the date that is six (6) months following Employee’s termination of employment with Employer and # Employee’s death. The provisions of this [Section 21] shall apply only to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A.delay.

Notwithstanding any provision of this Agreement to the contrary, if, atcontrary in this Agreement, if on the timedate of Employee’syour termination of employment with Employer, he isemployment, you are a “specified employee” as(as such term is defined in Section 409A, and one or more409A(a)(2)(B)(i) of the payments orCode and its corresponding regulations) as determined by the Board (or its delegate) in accordance with its “specified employee” determination policy, then all severance benefits received orpayable to be received by Employee upon such termination pursuant toyou under this Agreement wouldthat constitute deferred compensation subject to the requirements of Section 409A, no such payment or benefit will409A of the Code that are payable to you within the six (6) month period following your separation from service shall be provided under this Agreement until the earlierpostponed for a period of # the date that is six (6) months following Employee’s termination of employmentyour “separation from service” with Employer and # Employee’s death. The provisions ofthe Company (or any successor thereto). Any payments delayed pursuant to this [Section 21] shall apply only to6.10(c)] will be made in a lump sum on the extentCompany’s first regularly scheduled payroll date that follows such six (6) month period or, if earlier, the date of your death, and any remaining payments required to avoid Employee’s incurrence of any penalty tax or interestbe made under Section 409A.this Agreement will be paid upon the schedule otherwise applicable to such payments under this Agreement.

Six-Month Delay. Notwithstanding any provisionApplicability of this Agreement to the contrary, if, at the time of Employee’s termination of employment with Employer, he[Section 409A]. If Employee is a “specified employee”“specified employee” within the meaning of Treasury Regulation Section 1.409A -1(i) as defined in Section 409A, and one or more of the paymentsdate of the Employee’s separation from service (within the meaning of Treas. Reg. [Section 1.409A-1(h)])]), then any payment or benefits received or to be received by Employee upon such terminationbenefit pursuant to this Employment Agreement would constituteon account of Employee’s separation from service, to the extent such payment constitutes non-qualified deferred compensation subject to Section 409A, no409A and required to be delayed pursuant to Section 409A(a)(2)(B)(i) of the Code (after taking into account any exclusions applicable to such payment or benefit willunder Section 409A), shall not be provided under this Agreementmade until the earlier offirst business day after # the date that isexpiration of six (6) months following Employee’from the date of Employee’s terminationseparation from service, or # if earlier, the date of employmentEmployee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Employment Agreement (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay), will be paid or reimbursed to Employee in a lump sum and any remaining payments and benefits due under this Employment Agreement will be paid or provided in accordance with Employer and # Employee’s death. The provisions of this Section 21 shall apply only to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A.normal payment dates specified for them.

subject to Section 409A, no such payment or benefit will409A shall be provided under this Agreement until the earlier of #made to Employee prior to the date that is six (6) months followingafter the date of Employee’s termination“separation from service” (as defined in Section 409A) or, if earlier, Employee’s date of employment with Employer and # Employee’s death. The provisionsFollowing any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. For purposes of [Section 409A], each of the payments that may be made under this agreement are designated as separate payments. For purposes of this [Section 21] shall apply onlyagreement, with respect to the extent required to avoid Employee’s incurrencepayments of any penalty tax or interest underamounts that are considered to be “deferred compensation” subject to Section 409A.409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A relating to “separation from service”.

Six-Month Delay. Notwithstanding any provision of this Agreement to the contrary, if,If at the time of Employee’Employee’s termination of employment with Employer,for reasons other than death he is a “specified employee” as“specified employee” (as such term is defined and determined in Section 409A, and one or more ofaccordance with the payments or benefits received orprocedures set forth in Treas. Reg. §1.409A-1(i)), any amounts payable to be received by Employee upon such termination pursuant to this Agreement would constitute deferred compensationthat are subject to Section 409A, no such payment409A of the Internal Revenue Code shall not be paid or benefit willcommence to be provided under this Agreementpaid until the earlier of # the date that is six (6) months following Employee’Employee’s termination of employment with Employeremployment, or if earlier, Employee’s subsequent death. Each payment made pursuant to [Section 7(b)(i) and # Employee’s death. The provisions7(b)(ii) or 7(c)(i) and 7(c)(ii)])])])] shall be considered a separate payment for purposes of this Section 21 shall apply only to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A.[Section 409A].

Notwithstanding any provision of this Agreement to the contrary, if, at the time of Employee’s termination of employment with Employer, heif Employee is a “specified employee” as defined in Section 409A, and one or more of theif any payments or benefits received or to be received by Employee upon such termination pursuant to this Agreement would constitutehereunder are considered deferred compensation subject to Section 409A, noEmployee will not be entitled to any such payments in connection with the termination of his employment until the date which is six months and one day after the Termination Date (or, if earlier, the date of Employee’s death) and any payment otherwise due in such period will be made within the 30 day period following the six month anniversary of the Termination Date (or, if earlier, the date of Employee’s death). Each installment amount to be paid or benefit willto be provided under this Agreement until the earliershall be construed as a separate identified payment for purposes of # the date that is six (6) months following Employee’s termination of employment with Employer and # Employee’s death.[Section 409A]. The provisions of this [Section 21] shallparagraph will only apply onlyif, and to the extentextent, required to avoid Employee’s incurrencecomply with Section 409A. For purposes of [Section 409A], each payment made under this letter is designated as a “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 409A, including, where applicable, the requirement that the reimbursement be made on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any penalty tax or interest under Section 409A.other calendar year.

If the Employee is a “specified employee” within the meaning of this Agreement toSection 409A of the contrary, if,Code at the time of Employee’s terminationhis “separation from service” within the meaning of employment with Employer, he is a “specified employee” as defined in Section 409A, and one or more409A of the payments or benefits received orCode, then any payment otherwise required to be received by Employee upon such termination pursuantmade to him under this Agreement would constituteon account of 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) is properly treated as deferred compensation subject to Section 409A, no such payment or benefit will409A of the Code, shall not be provided under this Agreementmade until the earlier offirst business day after # the expiration of six months from the date that is six (6) months followingof the Employee’s terminationseparation from service, or # if earlier, the date of employment with Employer and #the Employee’s death. The provisions of this [Section 21] shall apply only to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A.

Specified Employee. Notwithstanding any provision of this Agreementanything to the contrary, if,contrary in this Agreement, no compensation or benefits that are “nonqualified deferred compensation” subject to Code Section 409A shall be paid to the Employee 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 of Employee’s termination of employment with Employer, he is a “specified employee” as definedor times indicated in Section 409A, and one or more of the payments or benefits received or to be received by Employee upon such termination pursuant to this Agreement would constitute deferred compensationbe a prohibited distribution under Code Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Code Section 409A without being subject to Section 409A, no such payment or benefit will be provided under this Agreement untiladditional taxes, including as a result of the earlier of #Employee’s death), the dateCompany shall pay to the Employee a lump-sum amount equal to the cumulative amount that iswould have otherwise been payable to the Employee during such six (6) months following Employee’s termination of employment with Employer and # Employee’s death. The provisions of this [Section 21] shall apply only to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A.-month period.