Common use of Delay of Payments Clause in Contracts

Delay of Payments. (a) Except as otherwise provided in Section 6(b) below, in the event that any payment or distribution or portion of any payment or distribution to be made to the Executive under Section 3(a) of this Agreement cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409A, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a). (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.

Delay of Payments. (a) Except as otherwise provided in Section 6(b) belowNotwithstanding anything herein to the contrary, in the event that if any payment amounts payable or distribution or portion of any payment or distribution benefits to be made provided to the Executive under Section 3(a) of this Agreement cannot be characterized as a “short term deferral” for purposes constitute deferred compensation within the meaning of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A (including by reason of the Code, separation pay and “Change in Control” as defined for purposes of benefits under this Agreement does not satisfy being aggregated with the requirements of a change in control event as described in Section 409A of the Code separation pay and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements benefits under Code Section 409A, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal another arrangement to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between which the Executive and the Company or any of its subsidiaries shall be paid to affiliates are a party or in which the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distributionis an eligible participant), or portion thereof, under Section 3(a(i) of this Agreement shall be paid in accordance with Section 3(a). (b) In the event that any payment or distribution or portion of any payment or distribution to be made to if the Executive hereunder cannot be characterized as is a “short term deferralspecified employee” for purposes within the meaning of Section 409A of the Code or is not (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise exempt be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with interest at the provisions applicable federal rate provided for under Section 7872(f)(2)(A) of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (iii) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the Executive is determined to be a “specified employee” under Section 409A of contrary, the Code, date on which such portion of the payment separation from service takes place shall be delayed until the earlier to occur Date of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment scheduleTermination.

Delay of Payments. (a) Except as otherwise provided in Section 6(b) belowNotwithstanding anything herein to the contrary, in the event that if any payment amounts payable or distribution or portion of any payment or distribution benefits to be made provided to the Executive under Section 3(a) of this Agreement cannot be characterized as a “short term deferral” for purposes 5 constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or an Affiliated Entity are a party or in which the Executive is not an eligible participant), (1) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise exempt be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with Interest (based on the provisions rate in effect for the month in which the Executive’s separation from service occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (2) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (3) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy notwithstanding anything contained herein to the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409Acontrary, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries date on which such separation from service takes place shall be paid to the Executive at the same time and in the same form Date of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a)Termination. (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.

Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if the Executive is considered a “specified employee” for purposes of section 409A of the Code (aas determined in accordance with the methodology established by the Corporation and the Bank as in effect on the date of termination), (i) Except as otherwise provided in Section 6(b) below, in the event that any payment or distribution or portion that constitutes nonqualified deferred compensation within the meaning of any payment or distribution to be made section 409A of the Code that is otherwise due to the Executive under Section 3(a) of this Agreement cannot be characterized during the six-month period following his separation from service (as a “short term deferral” for purposes of Section determined in accordance with section 409A of the Code or is not otherwise exempt Code) shall be accumulated and paid to Executive on the first business day of the seventh month following his separation from service (the provisions “Delayed Payment Date”) and (ii) in the event any equity compensation awards held by the Executive that vest upon termination of Section the Executive’s employment constitute nonqualified deferred compensation within the meaning of section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Code section 1274(d) for the month in which the Executive’s separation from service occurs. If the Executive dies during the postponement period, the amounts and “Change in Control” as defined for purposes entitlements delayed on account of this Agreement does not satisfy the requirements of a change in control event as described in Section section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409A, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries shall be paid to the person designated by the Executive at the same time and in writing for this purpose, or in the same form absence of payment as any such other severance payments would otherwise be paid and the remainder of the payment or distributiondesignation, to (i) his spouse if she survives him, or portion thereof(ii) to his estate if his spouse does not survive him, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a). (b) In on the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier first to occur of the Executive’s death Delayed Payment Date or 30 days after the date that is six months and one day following of the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”)death. Upon the expiration of the Delay PeriodThe foregoing shall apply only to those payments required hereunder, the payments delayed pursuant to this Section 6 shall be paid to the Executive if any, that do not qualify as short term deferrals or his beneficiary in a lump sum, and any remaining payments due an exempt pay arrangement under this Agreement shall be payable in accordance with their original payment schedule.section 409A.

Delay of Payments. (a) Except as otherwise provided in Section 6(b) belowNotwithstanding anything herein to the contrary, in the event that if any payment amounts payable or distribution or portion of any payment or distribution benefits to be made provided to the Executive under Section 3(a) of this Agreement cannot be characterized as a “short term deferral” for purposes 5 constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or an Affiliated Entity are a party or in which the Executive is not an eligible participant), (1) if the Executive is a "specified employee" within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise exempt be payable during the six-month period immediately following the Date of Termination on account of the Executive's separation from service shall instead be paid, with Interest (based on the provisions rate in effect for the month in which the Executive's separation from service occurs), on the first business day of the seventh month following the Executive's "separation from service" within the meaning of Section 409A of the Code; (2) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within 30 days after the date of the Executive's death; and (3) in no event shall the date of termination of Executive's employment be deemed to occur until the Executive experiences a "separation from service" within the meaning of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy notwithstanding anything contained herein to the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409Acontrary, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries date on which such separation from service takes place shall be paid to the Executive at the same time and in the same form Date of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a)Termination. (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.

Delay of Payments. (a) Except as otherwise provided in Section 6(b) belowNotwithstanding anything herein to the contrary, in the event that if any payment amounts payable or distribution or portion of any payment or distribution benefits to be made provided to the Executive under Section 3(a) of this Agreement cannot be characterized as a “short term deferral” for purposes 5 constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or an Affiliated Entity are a party or in which the Executive is not an eligible participant), (1) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise exempt be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with Interest (based on the provisions rate in effect for the month in which the Executive’s separation from service occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (2) if the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (3) in no event shall the Date of Termination of the Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy notwithstanding anything contained herein to the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409Acontrary, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries date on which such separation from service takes place shall be paid to the Executive at the same time and in the same form Date of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a)Termination. (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.

Delay of Payments. (a) Except as otherwise provided in Section 6(b) belowNotwithstanding anything herein to the contrary, in the event that if any payment amounts payable or distribution or portion of any payment or distribution benefits to be made provided to the Executive under Section 3(a) of this Agreement cannot be characterized as a “short term deferral” for purposes 4 constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or an Affiliated Entity are a party or in which the Executive is not an eligible participant), (1) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise exempt be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with Interest (based on the provisions rate in effect for the month in which the Executive’s separation from service occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (2) if the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within thirty (30) days after the date of the Executive’s death; and (3) in no event shall the Date of Termination of the Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy notwithstanding anything contained herein to the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409Acontrary, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries date on which such separation from service takes place shall be paid to the Executive at the same time and in the same form Date of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a). (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”)Termination. Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.DocuSign Envelope ID: A317C92E-D055-4D96-A471-0DADD4A22A28

Delay of Payments. (a) Except as otherwise provided in Section 6(b) belowNotwithstanding anything herein to the contrary, in the event that any payment amounts payable or distribution or portion of any payment or distribution benefits to be made provided to the Executive under Section 3(a4 or any other arrangement to which the Executive is a party or participant constitute deferred compensation within the meaning of Section 409A of the Code, (i) of this Agreement cannot be characterized as if the Executive is a “short term deferral” for purposes "specified employee" within the meaning of Section 409A of the Code or is not (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a "Specified Employee"), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise exempt be payable during the six (6)-month period immediately following the Date of Termination by reason of a "separation from service" within the provisions meaning of Section 409A of the Code shall instead be paid, with interest at the short-term federal rate applicable under Section 7872(f)(2)(A) of the Code for the month in which Date of Termination occurs, on the first (1st) business day of the seventh (7th) month following the Executive's "separation from service" within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) days after the date of the Executive's death; and (iii) in no event shall the date of termination of Executive's employment be deemed to occur until the Executive experiences a "separation from service" within the meaning of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy notwithstanding anything contained herein to the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409Acontrary, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries date on which such separation from service takes place shall be paid to the Executive at the same time and in the same form Date of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a)Termination. (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.

Delay of Payments. (a) Except as otherwise provided in Section 6(b) below, in the event that Notwithstanding any payment or distribution or portion of any payment or distribution to be made to the Executive under Section 3(a) other provision of this Agreement cannot be characterized as to the contrary, if the Executive is considered a “short term deferralspecified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Corporation as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is payable on account of the Executive’s separation from service and is otherwise due to the Executive under this Agreement during the six-month period following his or is not otherwise exempt her separation from service (as determined in accordance with Section 409A of the provisions Code) shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following his or her separation from service (the “Delayed Payment Date”) and (ii) in the event any equity compensation awards held by the Executive that vest upon termination of the Executive’s employment constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, and “Change the delivery of shares of common stock (or cash) as applicable in Control” as defined for purposes settlement of this Agreement does not satisfy such awards shall be made on the requirements of a change in control earliest permissible payment date (including the Delayed Payment Date) or event as described in under Section 409A on which the shares (or cash) would otherwise be delivered or paid. The Executive shall be entitled to interest on any delayed cash payments from the date of termination to the Code and Delayed Payment Date at a rate equal to the guidance and regulations issued thereunder or, if “Change applicable federal short-term rate in Control” does satisfy such requirements effect under Code Section 409A1274(d) for the month in which the Executive’s separation from service occurs. If the Executive dies during the postponement period, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive amounts and the Company or any of its subsidiaries shall be paid to the Executive at the same time and in the same form of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a). (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes entitlements delayed on account of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive personal representative of his or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment scheduleher estate on the first to occur of the Delayed Payment Date or 30 days after the date of the Executive’s death.

Delay of Payments. (a) Except as otherwise provided in Section 6(b) belowNotwithstanding anything herein to the contrary, in the event that if any payment amounts payable or distribution or portion of any payment or distribution benefits to be made provided to the Executive under Section 3(a) of this Agreement cannot be characterized as a “short term deferral” for purposes constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or an Affiliated Entity are a party or in which the Executive is not an eligible participant), (1) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise exempt be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with Interest (based on the provisions rate in effect for the month in which the Executive’s Date of Termination occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (2) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (3) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and “Change in Control” as defined for purposes of this Agreement does not satisfy notwithstanding anything contained herein to the requirements of a change in control event as described in Section 409A of the Code and the guidance and regulations issued thereunder or, if “Change in Control” does satisfy such requirements under Code Section 409Acontrary, the Termination Date is not within two years following the Change in Control in accordance with Treasury Regulation Section 1.409A-3(c)(1), then an amount equal to the aggregate severance payments that would otherwise be payable to the Executive upon an involuntary termination of employment under any other employment agreement or other compensation arrangement entered into between the Executive and the Company or any of its subsidiaries date on which such separation from service takes place shall be paid to the Executive at the same time and in the same form Date of payment as such other severance payments would otherwise be paid and the remainder of the payment or distribution, or portion thereof, under Section 3(a) of this Agreement shall be paid in accordance with Section 3(a)Termination. (b) In the event that any payment or distribution or portion of any payment or distribution to be made to the Executive hereunder cannot be characterized as a “short term deferral” for purposes of Section 409A of the Code or is not otherwise exempt from the provisions of Section 409A of the Code, and the Executive is determined to be a “specified employee” under Section 409A of the Code, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment with the Company and its subsidiaries (the “Delay Period”). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 6 shall be paid to the Executive or his beneficiary in a lump sum, and any remaining payments due under this Agreement shall be payable in accordance with their original payment schedule.