Common use of Payment Delay Clause in Contracts

Payment Delay. Notwithstanding any provision in this Agreement to the contrary, if at the time of the Employee’s termination of employment with the Employer, the Employer has securities which are publicly-traded on an established securities market and the Employee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement as a result of such termination of employment in order to prevent any accelerated or additional tax under section 409A of the Code, then the Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) that are not otherwise paid within the short-term deferral exception under section 409A of the Code and are in excess of the lesser of two (2) times (i) the Employee’s then-annual compensation or (ii) the limit on compensation then set forth in section 401(a)(17) of the Code, until the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” with the Employer (as defined under section 409A of the Code). If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Employee, and any installment payments due to the Employee shall recommence, on the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” with the Employer. If the Employee dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Employee’s estate within sixty (60) days after the date of the Employee’s death.

Payment Delay. Notwithstanding any provision in this Agreement anything herein to the contrary, if at to the time of the Employee’s termination of employment with the Employer, the Employer has securities which are publicly-traded on an established securities market and the extent any payments to Employee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement Section 5(a)(ii) are treated as a result of such termination of employment in order non-qualified deferred compensation subject to prevent any accelerated or additional tax under section Section 409A of the Code, then the Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) that are not otherwise paid within the short-term deferral exception under section 409A of the Code and are in excess of the lesser of two (2) times (i) the no amount shall be payable pursuant to such section unless Employee’s then-annual compensation or (ii) the limit on compensation then set forth in section 401(a)(17) termination of the Code, until the first payroll date that occurs after the date that is six (6) months following the Employee’s employment constitutes a “separation from service” with the Employer Company (as such term is defined under section 409A in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), and (ii) if Employee, at the time of his or her Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the CodeCode and the Company determines that delayed commencement of any portion of the termination benefits payable to Employee pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”). If any , then such portion of Employee’s termination benefits described in Section 5(a)(ii) shall not be provided to Employee prior to the earlier of (A) the expiration of the six-month period measured from the date of Employee’s Separation from Service, (B) the date of Employee’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments are postponed due deferred pursuant to such requirements, such postponed amounts a Payment Delay shall be paid in a lump sum to the EmployeeEmployee within thirty (30) days following such expiration, and any installment remaining payments due to under the Agreement shall be paid as otherwise provided herein. The determination of whether Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his or her Separation from Service shall recommence, on made by the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” Company in accordance with the Employer. If the Employee dies during the postponement period prior to the payment terms of the postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of the Employee’s estate within sixty and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after the date of the Employee’s deathand any successor provision thereto).

Payment Delay. Notwithstanding any provision in this Agreement anything herein to the contrary, to the extent any payments to Executive pursuant to this Agreement are non-qualified deferred compensation subject to Section 409A of the Code, as defined in Section 6, then (A) to the extent required by Section 409A of the Code, no amount shall be payable unless Executive’s Termination of Employment constitutes a Separation from Service, as defined in Section 6, and (B) if Executive, at the time of his Separation from Service, is determined by the EmployeeCompany to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, such that delayed commencement of any portion of the termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of the payments to be made to Executive shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive’s termination Separation from Service, (B) the date of employment with Executive’s death or (C) such earlier date as is permitted under Section 409A. Upon the Employerexpiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to a Payment Delay shall be paid to Executive in a lump sum within 30 days following such expiration, and any remaining payments due under the Employer has securities which are publicly-traded on an established securities market and the Employee Agreement shall be paid as otherwise provided herein. The determination of whether Executive is a “specified employee” (as defined in section 409A for purposes of Section 409A(a)(2)(B)(i) of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement Code as a result of such termination of employment in order to prevent any accelerated or additional tax under section 409A of the Code, then time of his Separation from Service shall be made by the Employer shall postpone Company in accordance with the commencement terms of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) that are not otherwise paid within the short-term deferral exception under section Section 409A of the Code and are applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto). Each payment under this Agreement shall be considered a separate and distinct payment for purposes of Section 409A. No payment under this Agreement shall be made at a time earlier than that provided for in excess of the lesser of two (2) times this Agreement unless such payment is (i) the Employee’s then-annual compensation an acceleration of payment permitted to be made under Treasury Regulation §1.409A-3(j)(4) or (ii) the limit on compensation then set forth in section 401(a)(17) of the Code, until the first payroll date a payment that occurs after the date that is six (6) months following the Employee’s “separation from service” with the Employer (as defined would otherwise not be subject to additional taxes and interest under section 409A of the Code). If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Employee, and any installment payments due to the Employee shall recommence, on the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” with the Employer. If the Employee dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Employee’s estate within sixty (60) days after the date of the Employee’s death.Section 409A.

Payment Delay. Notwithstanding any provision to the contrary in this Agreement Agreement: (i) no amount shall be payable pursuant to the contrary, if at the time of Section 3.1 unless the Employee’s termination of employment with constitutes a “separation from service” within the Employer, meaning of Section 1.409A-1(h) of the Employer has securities which are publicly-traded on an established securities market Department of Treasury Regulations and (ii) if the Employee is deemed at the time of his separation from service to be a “specified employee” (as defined in section 409A for purposes of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement as a result of such termination of employment in order to prevent any accelerated or additional tax under section 409A of the Code, then the Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) that are not otherwise paid within the short-term deferral exception under section 409A of the Code and are in excess of the lesser of two (2) times (i) the Employee’s then-annual compensation or (ii) the limit on compensation then set forth in section 401(a)(17Section 409A(a)(2)(B)(i) of the Code, until to the first payroll date that occurs after extent delayed commencement of any portion of the termination benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination benefits shall not be provided to Employee prior to the earlier of (A) the expiration of the six-month period measured from the date that is six (6) months following of the Employee’s “separation from service” with the Employer Company (as such term is defined in the Treasury Regulations issued under section Section 409A of the Code)) or (B) the date of Employee’s death. If any Upon the earlier of such dates, all payments are postponed due deferred pursuant to such requirements, such postponed amounts this Section 2.3 shall be paid in a lump sum to the Employee, and any installment remaining payments due to under the Agreement shall be paid as otherwise provided herein; and (iii) the reimbursement of any expense under Sections 2.1.2 shall be made no later than December 31 of the year following the year in which the expense was incurred. Except for outplacement expense reimbursements, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The determination of whether the Employee shall recommence, on is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the first payroll date that occurs after Code as of the date that is six (6) months following the Employee’s “time of his separation from service” service shall made by the Company in accordance with the Employer. If the Employee dies during the postponement period prior to the payment terms of the postponed amount, the amounts withheld on account of section Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto). Each payment under this Agreement shall be paid to the personal representative considered a separate and distinct payment under Section 409A of the Employee’s estate within sixty (60) days after the date of the Employee’s deathCode.

Payment Delay. Notwithstanding any provision in this Agreement to the contrarycontrary herein, if at the time of the Employee’s termination of employment with the Employerno compensation or benefits, the Employer has securities which are publicly-traded on an established securities market and the Employee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of including without limitation any severance payments otherwise payable pursuant to this Agreement as a result of such termination of employment in order to prevent any accelerated or additional tax under section 409A of the Code, then the Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately payable under this Section 15, shall be paid or provided to Executive during the Employee) that are not otherwise paid within the short-term deferral exception under section 409A of the Code and are in excess of the lesser of two (2) times (i) the Employee’s then-annual compensation or (ii) the limit on compensation then set forth in section 401(a)(17) of the Code, until the first payroll date that occurs after the date that is six (6) months 6)-month period following the EmployeeExecutive’s “separation from service” with (within the Employer (as defined under section 409A meaning of Section 409A(a)(2)(A)(i) of the Code)) to the extent that the Company reasonably determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If any payments are postponed due to such requirements, such postponed Any amounts delayed as a result of the previous sentence shall be paid to Executive in a lump sum to the Employee, and any installment payments due to the Employee shall recommence, on the first payroll date that occurs within thirty (30) days after the date that is end of such six (6) months following month period, and any amounts payable to Executive after the Employee’s “separation from service” expiration of such six (6) month period under this Agreement shall continue to be paid to Executive in accordance with the Employerterms of this Agreement. If the Employee Executive dies during the postponement such six-month period and prior to the payment of the postponed amountdelayed amounts hereunder, the amounts withheld on account of section 409A of the Code such unpaid delayed payments shall be paid to the personal representative of the EmployeeExecutive’s estate within sixty thirty (6030) days after the date of the EmployeeExecutive’s death. If any of the payments payable pursuant to this Section 15 are delayed due to such requirements, there shall be added to such payments interest during the delayed period at a rate, per annum, equal to the applicable federal short-term deferral rate (compounded monthly) in effect under Section 1274(d) of the Code on Executive’s Termination Date. If a portion of the severance pay or benefits is deferred compensation subject to Section 409A of the Code, and the payment thereof is contingent upon execution and nonrevocation of a general release of claims, and the period for considering or revoking the release spans two calendar years, then the portion of the severance pay or benefits that is deferred compensation will be paid or begin to be paid on the first business day of the second calendar year.

Payment Delay. Notwithstanding any provision to the contrary in this Agreement to the contraryAgreement, if at on the time date of the EmployeeExecutive’s termination of employment with the Employeremployment, the Employer has securities which are publicly-traded on an established securities market and the Employee Executive is a “specified employee” (as such term is defined in section 409A 409A(a)(2)(B)(i) of the CodeCode and its corresponding regulations) and it is necessary to postpone as determined by the commencement of any Board (or its delegate) in its sole discretion in accordance with its “specified employee” determination policy, then all cash severance payments otherwise payable pursuant to the Executive under this Agreement that are deemed as a result of such termination of employment in order to prevent any accelerated or additional tax under section 409A of the Code, then the Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided deferred compensation subject to the Employee) that are not otherwise paid within the short-term deferral exception under requirements of section 409A of the Code and are shall be postponed for a period of six months following the Executive’s “separation from service” with the Company (or any successor thereto). The postponed amounts shall be paid to the Executive in excess of the lesser of two a lump sum within thirty (230) times (i) the Employee’s then-annual compensation or (ii) the limit on compensation then set forth in section 401(a)(17) of the Code, until the first payroll date that occurs days after the date that is six (6) months following the EmployeeExecutive’s “separation from service” with the Employer Company (as defined under section 409A of the Codeor any successor thereto). If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Employee, and any installment payments due to the Employee shall recommence, on the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” with the Employer. If the Employee Executive dies during the postponement such six-month period and prior to the payment of the postponed amountcash amounts hereunder, the amounts withheld delayed on account of section 409A of the Code shall be paid to the personal representative of the EmployeeExecutive’s estate Beneficiary within sixty (60) days after the date of the EmployeeExecutive’s death. If any of the cash payments payable pursuant to this Agreement are delayed due to the requirements of section 409A of the Code, there shall be added to such payments interest during the deferral period at the prime rate quoted in the Wall Street Journal on the date of the Executive’s termination of employment or, if not available on such date, the next prime rate quoted in the Wall Street Journal.

Payment Delay. Notwithstanding any provision in this Agreement to the contrary, if at the time of the Employee’s termination of employment with the Employer, the EXECUTION VERSION Employer has securities which are publicly-traded on an established securities market and the Employee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement as a result of such termination of employment in order to prevent any accelerated or additional tax under section 409A of the Code, then the Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) that are not otherwise paid within the short-term deferral exception under section 409A of the Code and are in excess of the lesser of two (2) times (i) the Employee’s then-annual compensation or (ii) the limit on compensation then set forth in section 401(a)(17) of the Code, until the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” with the Employer (as defined under section 409A of the Code). If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Employee, and any installment payments due to the Employee shall recommence, on the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” with the Employer. If the Employee dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Employee’s estate within sixty (60) days after the date of the Employee’s death.

Payment Delay. Notwithstanding any provision in this Agreement anything herein to the contrary, if at to the time extent any of the Employee’s termination of employment with the EmployerTermination Compensation that has become payable to Executive, the Employer has securities which are publicly-traded on an established securities market and the Employee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement Section 5 or Section 6 above, is treated as a result of such termination of employment in order non-qualified deferred compensation subject to prevent any accelerated or additional tax under section Section 409A of the Code, then the Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) that are not otherwise paid within the short-term deferral exception under section 409A of the Code and are in excess of the lesser of two (2) times (i) the Employeeno such amount shall be payable pursuant to Section 5 or Section 6, as applicable, if (i) Executive’s then-annual compensation or (ii) the limit on compensation then set forth in section 401(a)(17) termination of the Code, until the first payroll date that occurs after the date that is six (6) months following the Employee’s employment constitutes a “separation from service” with the Employer Company, as such term is defined in Treasury Regulation § 1.409A-1(h) or any successor provision thereto (a “Separation from Service”), and (ii) the Company determines, at the time of Executive’s Separation from Service that he is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and that delayed commencement of the payment of any portion or all of the Termination Compensation to Executive by reason of such Separation from Service, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then, such portion of such Termination Compensation shall not be paid or provided to Executive prior to the earliest of (A) the expiration of the six (6) month period measured from the date of Executive’s Separation from Service, (B) the date of the Executive’s death or (C) such earlier date as defined is permitted under section Section 409A of the Code). If any Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments are postponed due deferred pursuant to such requirements, such postponed amounts a Payment Delay shall be paid in a lump sum to the EmployeeExecutive within 10 days following such expiration, without interest, and any installment then remaining payments due to under the Employee Agreement shall recommence, on be paid as otherwise provided herein. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the first payroll date that occurs after Code as of the date that is six (6) months following time of his Separation from Service shall made by the Employee’s “separation from service” Company in accordance with the Employer. If the Employee dies during the postponement period prior to the payment terms of the postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of the Employee’s estate within sixty and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after the date of the Employee’s deathor any successor provision thereto).

Payment Delay. Notwithstanding any provision in To the maximum extent permitted under Section 409A of the Code, the cash severance payments payable under this Agreement are intended to comply with the contrary“short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, if at on the time date of the EmployeeExecutive’s termination of employment Employer’s stock (or stock of any other company required to be aggregated with Employer for purposes of Section 409A of the Employer, the Employer has securities which are Code) is publicly-traded on an established securities market or otherwise and the Employee Executive is a “specified employee” (as such term is defined in section 409A Section 409A(a)(2)(B)(i) of the CodeCode and its corresponding regulations) and it is necessary to postpone as determined by the commencement Board of any Directors (or its delegate) of CenturyLink in its discretion in accordance with its “specified employee” determination policy, then all severance payments otherwise payable pursuant to Executive under this Agreement as a result of such termination of employment in order that are deemed to prevent any accelerated or additional tax under section 409A of the Code, then the Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided be deferred compensation subject to the Employee) that are not otherwise paid within the short-term deferral exception under section requirements of Section 409A of the Code and are in excess of the lesser of two (2) times (i) the Employee’s then-annual compensation or (ii) the limit on compensation then set forth in section 401(a)(17) of the Code, until the first payroll date that occurs after the date that is payable within six (6) months following the EmployeeExecutive’s “separation from service” shall be postponed for a period of six months following Executive’s “separation from service” with the Employer (as defined under section 409A of the Code)Employer. If any payments are postponed due to such requirements, such The postponed amounts shall be paid to Executive in a lump sum to the Employee, and any installment payments due to the Employee shall recommence, on the first payroll date that occurs within 30 days after the date that is six (6) months following the EmployeeExecutive’s “separation from service” with the Employer. If the Employee Executive dies during the postponement such six-month period and prior to the payment of the postponed amountcash amounts hereunder, the amounts withheld delayed on account of section Section 409A of the Code shall be paid to the personal representative of the EmployeeExecutive’s estate within sixty (60) 60 days after the date of the EmployeeExecutive’s death.

Payment Delay. Notwithstanding any provision in this Agreement to the contrary, if at the time of the Employee’s termination of employment with the Employer, the Employer has securities which are publicly-traded on an established securities market and the Employee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement as a result of such termination of employment in order to prevent any accelerated or additional tax under section 409A of the Code, then the Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) that are not otherwise paid within the short-term deferral exception under section 409A of the Code and (to the extent permitted by section 409A of the Code) are in excess of the lesser of two (2) times (i) the Employee’s then-annual compensation or (ii) the limit on compensation then set forth in section 401(a)(17) of the Code, until the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” with the Employer (as defined under section 409A of the Code). If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Employee, and any installment payments due to the Employee shall recommence, on the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” with the Employer. If the Employee dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Employee’s estate within sixty (60) days after the date of the Employee’s death.

Payment Delay. Notwithstanding any provision in this Agreement anything herein to the contrary, if at to the time of the Employee’s termination of employment with the Employer, the Employer has securities which are publicly-traded on an established securities market and the Employee is a “specified employee” (as defined in section 409A of the Code) and it is necessary extent any payments to postpone the commencement of any severance payments otherwise payable Executive pursuant to this Agreement Section 4 are treated as a result of such termination of employment in order non-qualified deferred compensation subject to prevent any accelerated or additional tax under section Section 409A of the Code, then the Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) that are not otherwise paid within the short-term deferral exception under section 409A of the Code and are in excess of the lesser of two (2) times (i) the Employeeno such amount shall be payable pursuant to this Section 4 unless Executive’s then-annual compensation or (ii) the limit on compensation then set forth in section 401(a)(17) termination of the Code, until the first payroll date that occurs after the date that is six (6) months following the Employee’s employment constitutes a “separation from service” with the Employer Company, as such term is defined in Treasury Regulation § 1.409A-1(h) or any successor provision thereto (a “Separation from Service”), and (ii) if Executive, at the time of his Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any portion of the termination benefits payable to Executive pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of the Executive’s termination benefits described in this Section 4 shall not be provided to Executive prior to the earlier of (A) the expiration of the six (6) month period measured from the date of the Executive’s Separation from Service, (B) the date of the Executive’s death or (C) such earlier date as defined is permitted under section Section 409A of the Code). If any Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments are postponed due deferred pursuant to such requirements, such postponed amounts a Payment Delay shall be paid in a lump sum to the EmployeeExecutive within 10 days following such expiration, and any installment remaining payments due to under the Employee Agreement shall recommence, on be paid as otherwise provided herein. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the first payroll date that occurs after Code as of the date that is six (6) months following time of his Separation from Service shall made by the Employee’s “separation from service” Company in accordance with the Employer. If the Employee dies during the postponement period prior to the payment terms of the postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of the Employee’s estate within sixty and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after the date of the Employee’s deathor any successor provision thereto).

Payment Delay. Notwithstanding any provision in this Agreement anything herein to the contrary, if at to the time of the Employee’s termination of employment with the Employer, the Employer has securities which are publicly-traded on an established securities market and extent any payments to the Employee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement Section 8 are treated as a result of such termination of employment in order non-qualified deferred compensation subject to prevent any accelerated or additional tax under section Section 409A of the Code, then the Employer (i) no amount shall postpone the commencement of the payment of any be payable pursuant to such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to section unless the Employee's termination of employment constitutes a "separation from service" with the Company (as such term is defined in Treasury Regulation Section 1.409A-1(h) that are not otherwise paid within and any successor provision thereto) (a "Separation from Service"), and (ii) if the short-term deferral exception under section 409A Employee, at the time of his Separation from Service, is determined by the Company to be a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code and are in excess the Company determines that delayed commencement of any portion of the lesser of two (2) times (i) termination benefits payable to the Employee’s then-annual compensation or (ii) the limit on compensation then set forth Employee pursuant to this Agreement is required in section 401(a)(17order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the CodeCode (any such delayed commencement, until a "Payment Delay"), then such portion of the first payroll date that occurs after Employee's termination benefits described in Section 8 shall not be provided to the Employee prior to the earlier of (A) the expiration of the six-month period measured from the date that is six (6) months following of the Employee’s “separation 's Separation from service” with Service, (B) the Employer (as defined under section 409A date of the Code). If any Employee's death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments are postponed due deferred pursuant to such requirements, such postponed amounts a Payment Delay shall be paid in a lump sum to the EmployeeEmployee within thirty (30) days following such expiration, and any installment remaining payments due to under the Agreement shall be paid as otherwise provided herein. The determination of whether the Employee is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall recommence, on be made by the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” Company in accordance with the Employer. If the Employee dies during the postponement period prior to the payment terms of the postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of the Employee’s estate within sixty and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after the date of the Employee’s deathand any successor provision thereto).

Payment Delay. Notwithstanding any provision in this Agreement to the contrary, if at the time of the Employee’s termination of employment with the Employer, the Employer has securities which are publicly-traded on an established securities market and the Employee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement as a result of such termination of employment in order to prevent any accelerated or additional tax under section 409A of the Code, then the Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) that are not otherwise paid within the short-term deferral exception under section 409A of the Code and are in excess of the lesser of two (2) times (i) the Employee’s then-annual compensation or (ii) the limit on compensation then set forth in section 401(a)(17) of the Code, until the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” with the Employer (as defined under section 409A of the Code). If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Employee, and any installment payments due to the Employee shall recommence, on the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” with the Employer. If the Employee dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Employee’s estate within sixty (60) days after the date of the Employee’s death.. ​ CONFIDENTIAL Exhibit 10.3(A) ​

Payment Delay. Notwithstanding any provision in this Agreement anything herein to the contrary, if at to the time of the Employee’s termination of employment with the Employer, the Employer has securities which are publicly-traded on an established securities market and the extent any payments to Employee is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement Section 5(a) are treated as a result of such termination of employment in order non-qualified deferred compensation subject to prevent any accelerated or additional tax under section Section 409A of the Code, then the Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) that are not otherwise paid within the short-term deferral exception under section 409A of the Code and are in excess of the lesser of two (2) times (i) the no amount shall be payable pursuant to such section unless Employee’s then-annual compensation or (ii) the limit on compensation then set forth in section 401(a)(17) termination of the Code, until the first payroll date that occurs after the date that is six (6) months following the Employee’s employment constitutes a “separation from service” with the Employer Company (as such term is defined under section 409A in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), and (ii) if Employee, at the time of his Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the CodeCode and the Company determines that delayed commencement of any portion of the termination benefits payable to Employee pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”). If any , then such portion of Employee’s termination benefits described in Section 5(a) shall not be provided to Employee prior to the earlier of (A) the expiration of the six-month period measured from the date of Employee’s Separation from Service, (B) the date of Employee’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments are postponed due deferred pursuant to such requirements, such postponed amounts a Payment Delay shall be paid in a lump sum to the EmployeeEmployee within thirty (30) days following such expiration, and any installment remaining payments due to under the Agreement shall be paid as otherwise provided herein. The determination of whether Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall recommence, on made by the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” Company in accordance with the Employer. If the Employee dies during the postponement period prior to the payment terms of the postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of the Employee’s estate within sixty and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after the date of the Employee’s deathand any successor provision thereto).

Payment Delay. Notwithstanding any provision in this Agreement anything herein to the contrary, if at to the time extent any payments to the Employee pursuant to Section 8 are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (i) no amount shall be payable pursuant to such section unless the Employee’s termination of employment with the Employer, the Employer has securities which are publicly-traded on an established securities market and the Employee is constitutes a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement as a result of such termination of employment in order to prevent any accelerated or additional tax under section 409A of the Code, then the Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) that are not otherwise paid within the short-term deferral exception under section 409A of the Code and are in excess of the lesser of two (2) times (i) the Employee’s then-annual compensation or (ii) the limit on compensation then set forth in section 401(a)(17) of the Code, until the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” with the Employer Company (as such term is defined under section 409A in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), and (ii) if the Employee, at the time of his Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the CodeCode and the Company determines that delayed commencement of any portion of the termination benefits payable to the Employee pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”). If any , then such portion of the Employee’s termination benefits described in Section 8 shall not be provided to the Employee prior to the earlier of (A) the expiration of the six-month period measured from the date of the Employee’s Separation from Service, (B) the date of the Employee’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments are postponed due deferred pursuant to such requirements, such postponed amounts a Payment Delay shall be paid in a lump sum to the EmployeeEmployee within thirty (30) days following such expiration, and any installment remaining payments due to under the Agreement shall be paid as otherwise provided herein. The determination of whether the Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall recommence, on be made by the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” Company in accordance with the Employer. If the Employee dies during the postponement period prior to the payment terms of the postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of the Employee’s estate within sixty and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after the date of the Employee’s deathand any successor provision thereto).

Payment Delay. Notwithstanding any provision in this Agreement anything herein to the contrary, if at to the time extent any payments to the Employee pursuant to Section 8 are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (i) no amount shall be payable pursuant to such section unless the Employee’s termination of employment with the Employer, the Employer has securities which are publicly-traded on an established securities market and the Employee is constitutes a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Agreement as a result of such termination of employment in order to prevent any accelerated or additional tax under section 409A of the Code, then the Employer shall postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) that are not otherwise paid within the short-term deferral exception under section 409A of the Code and are in excess of the lesser of two (2) times (i) the Employee’s then-annual compensation or (ii) the limit on compensation then set forth in section 401(a)(17) of the Code, until the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” with the Employer Company (as such term is defined under section in Treasury Regulation Section 1.409A-1(h) and any successor provision thereto) (a “Separation from Service”), (ii) if any of the amounts described in Sections 8(a)(i)-(ii) or 8(c)(i)-(ii) above constitute non-qualified deferred compensation subject to Section 409A of the CodeCode then any such amounts that become payable hereunder shall in all cases be paid in two installment payments pursuant to the terms described in the last paragraph of Section 8(a). If , provided that the first lump-sum payment shall be paid on the 60th day following Employee’s Separation from Service subject to clause (iii) of this Section 9(a) and (iii) if the Employee, at the time of his Separation from Service, is determined by the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code and the Company determines that delayed commencement of any portion of the termination benefits payable to the Employee pursuant to this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed commencement, a “Payment Delay”), then such portion of the Employee’s termination benefits described in Section 8 shall not be provided to the Employee prior to the earlier of (A) the expiration of the six-month period measured from the date of the Employee’s Separation from Service, (B) the date of the Employee’s death or (C) such earlier date as is permitted under Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments are postponed due deferred pursuant to such requirements, such postponed amounts a Payment Delay shall be paid in a lump sum to the EmployeeEmployee within thirty (30) days following such expiration, and any installment remaining payments due to under the Agreement shall be paid as otherwise provided herein. The determination of whether the Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall recommence, on be made by the first payroll date that occurs after the date that is six (6) months following the Employee’s “separation from service” Company in accordance with the Employer. If the Employee dies during the postponement period prior to the payment terms of the postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of the Employee’s estate within sixty and applicable guidance thereunder (60including without limitation Treasury Regulation Section 1.409A-1(i) days after the date of the Employee’s deathand any successor provision thereto).