Delay for Specified Employees Notwithstanding any other provision of the Plan to the contrary, if a Participant is a specified employee (within the meaning of Code Section 409A(a)(2)(B)(i) and other issued Treasury Regulations and interpretive guidance) and benefits commence on account of that Participant's Separation from Service (other than on account of the Participant's death or where such payment is otherwise payable more than six (6) months after such Separation from Service), the Benefit Commencement Date will be delayed until the first business day of the seventh (7th) month following the month in which the Participant Separates from Service During this six-month delay period, all benefit payments which otherwise would have been made during such six-month period shall accumulate without interest and be paid as a lump sum on the first business day of the seventh (7th) month at the time other benefit payments commence

If any other provision of the Plan to the contrary, if a Participant is a specified employee (within the meaning of CodeSpecified Employee (as defined in Section 409A(a)(2)(B)(i) and other issued Treasury Regulations and interpretive guidance) and benefits commence on account of that Participant's409A), upon a Separation from Service (otherfor any reason other than on accountdeath, commencement of payment to such Participant shall not be made before the Participant's death or where such paymentdate that is otherwise payable more than six (6) months after suchthe date of his or her Separation from Service),Service (or, if earlier, the Benefit Commencement Date willdate of death of the Participant). Payments to which a Specified Employee would otherwise be delayed untilentitled during this period shall be accumulated and paid, together with earnings that have accrued during this six-month delay, on the first business day ofCompany payroll date for salaried exempt employees in the seventh (7th)calendar month following the month in which the Participant Separatesdate of his Separation from Service During this six-month delay period, all benefit payments which otherwise would have been made during such six-month period shall accumulate without interest and be paid as a lump sum on the first business day of the seventh (7th) month at the time other benefit payments commenceService.

Specified EmployeesEmployees. Notwithstanding any other provision of theanything 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 (withinSpecified Employee, any such payment that the meaning of Code Section 409A(a)(2)(B)(i) and other issued Treasury Regulations and interpretive guidance) and benefits commence on account of that Participant'sParticipant would otherwise be entitled to receive during the first six (6) months following his Separation from Service (other than on accountshall be accumulated and paid, within ninety (90) days after the date that is six months following the date of the Participant's death or where such payment is otherwise payable more than six (6) months after suchhis Separation from Service), the Benefit Commencement Date will be delayed until the first business day of the seventh (7th) month following the month inService, or such earlier date upon which the Participant Separates from Service During this six-month delay period, all benefit payments which otherwise would have been made during such six-month period shall accumulate without interest andamount can be paid as a lump sum onor provided under Code Section 409A without being subject to such additional taxes and interest such as, for example, due to the first business daydeath of the seventh (7th) month at the time other benefit payments commenceParticipant.

Notwithstanding any other provision of the PlanAgreement to the contrary, if a Participant is a specified employee (withinin the meaningcase of CodeSpecified Employees (as defined under Section 409A(a)(2)(B)(i) and other issued Treasury Regulations and interpretive guidance) and benefits commence on account of that Participant's Separation from Service (other than on account409A of the Participant's death or where suchCode) receiving benefits as a result of Retirement, the payment shall not be made before the date that is otherwise payable more than six (6) months after such Separationthe date of separation from Service),service (or, if earlier, the Benefit Commencement Date willdate of death of the Specified Employee). The manner of commencement and date of commencement shall be delayed untildetermined by the Board of Directors consistent with any rules promulgated under Section 409A and valid regulations issued thereunder. For example, the arrangement could provide to the extent consistent with those rules, that payments to which a Specified Employee would otherwise be entitled to receive during the first business daysix (6) months following the date of separation from service would be accumulated and paid at another specified date such as the first date of the seventh (7th) month following the month in which the Participant Separatesdate of separation from Service During this six-month delay period, all benefit payments which otherwise would have been made during such six-month period shall accumulate without interest and be paid as a lump sum on the first business day of the seventh (7th) month at the time other benefit payments commenceservice.

if the Employee is a “specified employee” (as determined in accordance with Section 409A of the Plan toCode and related Treasury guidance and regulations) as of the contrary, if a Participant is a specified employee (withindate of the meaning of Code Section 409A(a)(2)(B)(i) and other issued Treasury Regulations and interpretive guidance) and benefits commence on account of that Participant'Employee’s Separation from Service (other than on accountService, then, solely to the extent necessary to avoid the imposition of the Participant's death or whereadverse personal tax consequences under Section 409A of the Code, # the commencement of such payment is otherwise payable more than six (6) months after such Separation from Service), the Benefit Commencement Datebenefit payments will be delayed until the first businessearlier of # the date that is six (6) months and one (1) day after such Separation from Service and # the date of the seventh (7th) month followingEmployee’s death (such applicable date, the month in which“Delayed Initial Payment Date”), and # the Participant Separates from Service During this six-month delay period, allCompany will # pay the Employee a lump sum amount equal to the sum of any benefit payments whichthat the Employee otherwise would have been made duringreceived through the Delayed Initial Payment Date if the commencement of such six-month period shall accumulate without interest and be paid as a lump sum on the first business day of the seventh (7th) month at the time other benefit payments had not been delayed pursuant to this paragraph and # commence paying the balance, if any, of such benefit in accordance with the applicable payment schedule.

Payments to Specified EmployeesEmployees. Notwithstanding anythe other provisionprovisions of this [Article III], if at the time of the Plan toParticipant’s separation from service, the contrary, if aAdministrator determines that the Participant is a specified employee (within“specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i) and other issued Treasury Regulations and interpretive guidance) and benefits commence on account409A, then payment of that Participant's Separation from Service (other than on accountsuch benefit shall be paid at the date which is the earlier of the Participant's death or where such payment is otherwise payable more than# six (6) months and one day after such Separationseparation from Service),service and # the Benefit Commencement Date will be delayed until the first business daydate of the seventh (7th) month followingParticipant’s death (the “Delay Period”). Upon the month in whichexpiration of the Delay Period, all payments delayed pursuant to this [Section 3.10] shall be paid or provided to the Participant Separates from Service During this six-month delay period, all benefit payments which otherwise would have been made during such six-month period shall accumulate withoutin a lump-sum with interest and be paidat the prime rate as a lump sumpublished by The Wall Street Journal on the first business day of the seventh (7th) month atDelay Period, and any remaining payments due under this Agreement shall be paid or provided in accordance with the time other benefit payments commencenormal payment dates specified for them herein.

Notwithstanding any other provision of the PlanSeverance Agreement to the contrary, and to the extent necessary to avoid subjecting Executive to any additional tax, interest or penalties under Code Section 409A, if a ParticipantExecutive is a specified employee (within the meaning“Specified Employee”, no portion of his or her benefit that is subject to Code Section 409A(a)(2)(B)(i)409A and other issued Treasury Regulations and interpretive guidance) and benefits commence on account of that Participant'sis due to be paid or provided due to Separation from Service (other than on accountshall be provided before the earlier of # the Participant's death or where such paymentfirst business day following date which is otherwise payable more than six (6) months after suchthe date of Separation from Service),Service, or # the Benefit Commencement Date will be delayed until the first business daydate of death of the seventh (7th) month following the month in which the Participant Separates from Service During this six-month delay period, all benefit payments which otherwiseParticipant. A “Specified Employee” is a key employee, as defined under Code Section 416(i), without regard to paragraph # thereof (and any successor or comparable Code sections). Amounts or benefits that would have been madepaid or provided during such six-month periodthe delay shall accumulate withoutbe credited with interest at Commerce Bank’s prime rate in effect at the time the delay commenced, and shall be paid as a lump sum on the first business day following the end of the seventh (7th)six month at the time other benefit payments commencedelay.

With respect to any other provision of the Plan to the contrary, if a Participant who is a specified employee (withinSpecified Employee, payment of any benefit shall not commence earlier than the meaningdate that is six (6) months following the date of Code Section 409A(a)(2)(B)(i) and other issued Treasury Regulations and interpretive guidance) and benefits commence on account of that Participant'such Specified Employee’s Separation from Service (other thanService. In such case, the Participant’s Benefit will commence on accountthe later of the Participant's death or where such payment is otherwise payable more than six (6) months after such Separation from Service), the Benefit Commencement Date will be delayed until the first business day of# during the seventh (7th) month following the monthParticipant’s Separation from Service, or # the commencement date otherwise provided for hereunder. In the event that any benefit payable in whichthe form of a life annuity is delayed by application of this [Section 4.4], then, upon commencement, the monthly benefit payable to the Participant Separatesshall be determined based upon the Participant’s age at his Separation from Service During this six-month delay period,Service, and the first payment shall include all benefit payments which otherwisethat would have been madeotherwise become payable during the period of such six-month period shall accumulate without interest and be paid as a lump sum on the first business day of the seventh (7th) month at the time other benefit payments commencedelay.

Six Month Delay for Specified Employees Notwithstanding any other provision of the Plan to the contrary, if a Participanton Certain Payments, Benefits, and Reimbursements If Employee is a “specified employee” for purposes of [Section 409A], as determined under ​’s policy for determining specified employee (withinemployees on the Employment Termination Date, each payment, benefit, or reimbursement paid or provided under this Agreement that constitutes a “deferral of compensation” within the meaning of Code Section 409A(a)(2)(B)(i)[Section 409A], that is to be paid or provided as a result of a “separation from service” within the meaning of [Section 409A], and other issued Treasury Regulations and interpretive guidance) and benefits commencethat would otherwise be paid or provided at any time (a “Scheduled Time”) that is on account ofor before the date that Participant's Separation from Serviceis exactly six months after the Employment Termination Date (other than on accountpayments, benefits, or reimbursements that are treated as separation pay under [[Section 1.409A-1(b)(9)(v)])]])] of the Participant's deathTreasury Regulations) will not be paid or where such paymentprovided at the Scheduled Time but will be accumulated (together with interest at the applicable federal rate under [Section 7872(f)(2)(A)] of the Code in effect on the Termination Date) through the date that is otherwise payable more thanexactly six (6) months after such Separation from Service), the Benefit CommencementEmployment Termination Date and will be delayed untilpaid or provided to Employee during the first businessperiod of 30 consecutive days that starts exactly six months and one day after the Employment Termination Date, except that if Employee dies before the end of six months after the seventh (7th) month followingEmployment Termination Date, the month in whichpayments, benefits, or reimbursements will be accumulated only through the Participant Separates from Service During this six-month delay period, all benefit payments which otherwise would have been made during such six-month period shall accumulate without interestdate of ​ death and will be paid as a lump sum onor provided not later than 30 days after the first business daydate of the seventh (7th) month at the time other benefit payments commencedeath.

Notwithstanding any other provision ofanything in the Plan to the contrary, if at the time of a Participant’s Separation from Service, the Participant is considered to be a specified employee (withinSpecified Employee, to the meaningextent any Unit is subject to the requirements of Section 409A of the Code Section 409A(a)(2)(B)(i) and other issued Treasury Regulations and interpretive guidance) and benefitsis payable upon the Participant’s Separation from Service, such payment shall not commence on account of that Participant'prior to the first Business Day following the date which is six (6) months after the Participant’s Separation from Service (other(or if earlier than on accountthe end of the Participant's death or where such payment is otherwise payable more than six (6) months after suchmonth period, the date of the 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), the Benefit Commencement Date will be delayed until the first business dayService, any payment that becomes due as a result of the seventh (7th) month followingParticipant’s death, or any payment with respect to a Unit that qualifies for an exception to the month in which the Participant Separates from Service During this six-month delay period, all benefit payments which otherwise would have been made during such six-month period shall accumulate without interest and be paid as a lump sum on the first business dayrequirements of Section 409A of the seventh (7th) month at the time other benefit payments commenceCode.