Common use of Specified Employee Clause in Contracts

Specified Employee. Notwithstanding any other provision of this Agreement, if (i) Employee is to receive payments or benefits under Section 11 by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) Employee is a “specified employee” within the meaning of Code Section 409A for the period in which the payment or benefits would otherwise commence, and/or (iii) such payment or benefit would otherwise subject Employee to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of Employee’s employment, then such payment or benefit required under Section 11 shall not commence until the first day which is at least six months and one day after the termination of Employee’s employment. Each severance installment contemplated under this Section 11 shall be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at LIBOR as of the date of such separation from service, which would otherwise have been required to be made over such six month period, shall be paid to Employee in one lump sum payment or otherwise provided to Employee as soon as administratively feasible after the first day which is at least six months after the termination of Employee’s employment. Thereafter, the payments and benefits shall continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, all references to “termination of employment” and other similar language shall be deemed to refer to Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h), including, without limitation, the default presumptions thereof.

Specified Employee. Notwithstanding any other provision of to the contrary in this Agreement, if (i) Employee is to receive payments or benefits under Section 11 by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) Employee is you are a “specified employee” (within the meaning of Code Section 409A for and determined pursuant to any policies adopted by the period in which Company consistent with Section 409A (a “Specified Employee”)), at the payment time of your separation from service and if any portion of the payments or benefits to be received by you upon separation from service would otherwise commence, and/or be considered deferred compensation under Section 409A (iiiafter taking into account all exclusions applicable to such payments and benefits under Section 409A) such payment and cannot be paid or benefit would otherwise subject Employee provided to any taxyou without your incurring taxes, interest or penalty imposed penalties under Section 409A of 409A, amounts that would otherwise be payable pursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the Code (six-month period immediately following your separation from service shall instead be paid or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of Employee’s employment, then such payment or benefit required under Section 11 shall not commence until provided on the first day which is at least six months and one business day after the termination earlier of Employee’s employment. Each severance installment contemplated under this Section 11 shall be treated as a separate payment in a series (i) the expiration of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at LIBOR as of six months from the date of such your separation from serviceservice and (ii) the date of your death (such first business day, which would otherwise have been required the “Delayed Payment Date”). All payments delayed pursuant to the preceding sentence shall be paid or commence to be made over such six month periodpaid on the Delayed Payment Date, and on that date, there shall be paid to Employee you or, if you have died, to your estate, in one a single cash lump sum payment or sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments due under the Agreement shall be paid as otherwise provided to Employee as soon as administratively feasible after the first day which is at least six months after the termination of Employee’s employment. Thereafter, the payments and benefits shall continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, all references to “termination of employment” and other similar language shall be deemed to refer to Employee’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h), including, without limitation, the default presumptions thereofherein.

Specified Employee. Notwithstanding any other provision of this Agreement, if (i) Employee the Executive is to receive payments or benefits under Section 11 4 by reason of his separation from service (as such term is defined in Code Section 409A of the Code409A) other than as a result of his death, (ii) Employee the Executive is a “specified employee” within the meaning of Code Section 409A for the period in which the payment or benefits would otherwise commence, and/or (iii) such payment or benefit would otherwise subject Employee the Executive to any tax, interest or penalty imposed under Code Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of Employeethe Executive’s employment, then such payment or benefit required under Section 11 4 shall not commence until the first day which is at least six months and one day after the termination of Employeethe Executive’s employment. Each severance installment contemplated under this Section 11 4 shall be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefitsPayments and benefits subject to this Section 4(f), together with simple interest calculated at LIBOR the Secured Overnight Financing Rate (SOFR) as of the date of such separation from service, which would otherwise have been required to be made over such six month period, shall be paid to Employee the Executive in one lump sum payment or otherwise provided to Employee the Executive as soon as administratively feasible after the first day which is at least six months after the termination of Employeethe Executive’s employment. Thereafter, the such payments and benefits shall continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, all references to “termination of employment” and other similar language shall be deemed to refer to Employee’s mean a “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h), including, without limitation, the default presumptions thereof.

Specified Employee. Notwithstanding any other provision of this AgreementAgreement to the contrary, if (i) Employee is to receive payments or benefits under Section 11 by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) Employee Executive is a “specified employee” as defined in Section 409A, the Executive shall not be entitled to any payments or benefits the right to which provides for a “deferral of compensation” within the meaning of Code Section 409A for the period in which the 409A, and whose payment or provision is triggered by the Executive’s termination of employment (whether such payments or benefits would otherwise commenceare provided to the Executive under this Agreement or under any other plan, and/or (iii) such payment program, or benefit would otherwise subject Employee to any tax, interest or penalty imposed under Section 409A arrangement of the Code Company), until (and any portion or installments of any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of Employee’s employment, then such payment or benefit required under Section 11 shall not commence until the first day which is at least six months and one day after the termination of Employee’s employment. Each severance installment contemplated under this Section 11 shall be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at LIBOR as of the date of such separation from service, which would otherwise have been required to be made over such six month period, benefits suspended hereby shall be paid to Employee in one a lump sum payment or otherwise provided to Employee as soon as administratively feasible after on) the earlier of (a) the date which is the first business day which is at least six months after following the termination six-month anniversary of Employee’s employment. Thereafter, the payments and benefits shall continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, all references to “termination of employment” and other similar language shall be deemed to refer to EmployeeExecutive’s “separation from service” (within the meaning of Section 409A) for any reason other than death, or (b) the Executive’s date of death, and such payments or benefits that, if not for the six month delay described herein, would be due and payable prior to such date shall be made or provided to the Executive on such date. The Company shall make the determination as defined to whether the Executive is a “specified employee” in Treasury Regulation good faith in accordance with its general procedures adopted in accordance with Section 1.409A-1(h)409A and, including, without limitationat the time of the Executive’s “separation of service” will notify the Executive whether or not he is a “specified employee.” In the event the Executive becomes subject to taxes or penalties arising under Section 409A solely because of the Company’s decision to implement the six month delay set forth above, the default presumptions thereofCompany shall indemnify the Executive for all such Section 409A taxes and penalties actually paid by the Executive.

Specified Employee. Notwithstanding any other provision of this Agreement, if (i) Employee the Executive is to receive payments or benefits under Section 11 5 by reason of his separation from service (as such term is defined in Section 409A of the Code) Separation other than as a result of his death, (ii) Employee the Executive is a “specified employee” with respect to Employer within the meaning of Code Section 409A for of the period in which Code on the payment or benefits would otherwise commencedate of Separation, and/or and (iii) such payment or benefit would otherwise subject Employee the Executive to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would were to commence within six months of after a termination of Employee’s the Executive's employment, then such payment or benefit required under Section 11 shall not commence until the first day which is at least six months and one day after the termination of Employee’s employment5 will instead be paid as provided in this Section 5(f). Each severance installment payment contemplated under this Section 11 shall 5 will be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at LIBOR as of the date of such separation from service, benefits which would have otherwise have been required to be made over during such six month periodperiod will be paid, shall be paid without interest, to Employee the Executive in one lump sum payment or otherwise provided to Employee as soon as administratively feasible after the Executive on the first business day which that is at least six months and one day after the termination of Employee’s the Executive's employment. Thereafter, the payments and benefits shall will continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, all references to “Separation,” “termination of employment” and other similar language shall will be deemed to refer to Employee’s the Executive's “separation from service” with Employer as defined in Treasury Regulation Section 1.409A-1(h), including, without limitation, the default presumptions thereof.

Specified Employee. Notwithstanding any other provision of this Agreement, if (i) Employee the Executive is to receive payments or benefits under Section 11 4 or Section 5 of this Agreement by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) Employee the Executive is a “specified employee” within the meaning of Code Section 409A of the Code for the period in which the payment or benefits would otherwise commence, and/or and (iii) such payment or benefit would otherwise subject Employee the Executive to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would were to commence within six months of after a termination of Employee’s the Executive's employment, then such payment or benefit required under Section 11 shall not commence until the first day which is at least six months and one day after the termination of Employee’s employment. Each severance installment contemplated under 4 or Section 5 will instead be paid as provided in this Section 11 shall be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii6(a). Such payments or benefits, together with simple interest calculated at LIBOR as of the date of such separation from service, benefits which would have otherwise have been required to be made over such six month periodperiod will be paid, shall be paid without interest, to Employee the Executive in one lump sum payment or otherwise provided to Employee as soon as administratively feasible the Executive on the first business day that is six months and one day after the first day which is at least six months after the termination of Employee’s employmentExecutive's separation from service. Thereafter, the payments and benefits shall will continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, all references to “Separation,” “termination of employment” and other similar language shall will be deemed to refer to Employee’s the Executive's “separation from service” with the applicable service recipient as defined in Treasury Regulation Section 1.409A-1(h), including, without limitation, the default presumptions thereof.

Specified Employee. Notwithstanding any other provision of this Agreement, if (i) Employee ▇▇▇▇▇▇ is to receive payments or benefits under Section 11 9 by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) Employee ▇▇▇▇▇▇ is a “specified employee” within the meaning of Code Section 409A for the period in which the payment or benefits would otherwise commence, and/or (iii) such payment or benefit would otherwise subject Employee ▇▇▇▇▇▇ to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a after the termination of Employee’s ▇▇▇▇▇▇’▇ employment, then such payment or benefit required under Section 11 9 shall not commence until the first day which is at least six months and one day after the termination of Employee’s ▇▇▇▇▇▇’▇ employment. Each severance installment contemplated under this Section 11 9 shall be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at LIBOR as of the date of such separation from service, which would otherwise have been required to be made over such six month period, shall be paid to Employee ▇▇▇▇▇▇ in one lump sum payment or otherwise provided to Employee ▇▇▇▇▇▇ as soon as administratively feasible after the first day which is at least six months after the termination of Employee’s ▇▇▇▇▇▇’▇ employment. Thereafter, the payments and benefits shall continue, if applicable, for the relevant period set forth aboveabove as if no such delay had occurred. For purposes of this Agreement, all references to “termination of employment” and other similar language shall be deemed to refer to Employee’s ▇▇▇▇▇▇’▇ “separation from service” as defined in Treasury Regulation Section 1.409A-1(h), including, without limitation, the default presumptions thereof.

Specified Employee. Notwithstanding any other provision of this Agreement, if (i) Employee the Executive is to receive payments or benefits under Section 11 5 by reason of his separation from service (as such term is defined in Section 409A of the Code) Separation other than as a result of his death, (ii) Employee the Executive is a “specified employee” with respect to Employer within the meaning of Code Section 409A for of the period in which Code on the payment or benefits would otherwise commencedate of Separation, and/or and (iii) such payment or benefit would otherwise subject Employee the Executive to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would were to commence within six months of after a termination of Employeethe Executive’s employment, then such payment or benefit required under Section 11 shall not commence until the first day which is at least six months and one day after the termination of Employee’s employment5 will instead be paid as provided in this Section 5.7. Each severance installment payment contemplated under this Section 11 shall 5 will be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at LIBOR as of the date of such separation from service, benefits which would have otherwise have been required to be made over during such six month periodperiod will be paid, shall be paid without interest, to Employee the Executive in one lump sum payment or otherwise provided to Employee as soon as administratively feasible after the Executive on the first business day which that is at least six months and one day after the termination of Employeethe Executive’s employment. Thereafter, the payments and benefits shall will continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, with respect to any payment under this Agreement that is subject to (and not exempt from) Code Section 409A, all references to “Separation,” “termination of employment” and other similar language shall will be deemed to refer to Employeethe Executive’s “separation from service” with Employer as defined in Treasury Regulation Section 1.409A-1(h), including, without limitation, the default presumptions thereof.

Specified Employee. Notwithstanding any other provision of this AgreementAgreement to the contrary, if (i) Employee is to receive payments or benefits under Section 11 by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) Employee Executive is a “specified employee” as defined in Section 409A, the Executive shall not be entitled to any payments or benefits the right to which provides for a “deferral of compensation” within the meaning of Code Section 409A for the period in which the 409A, and whose payment or provision is triggered by the Executive’s termination of employment (whether such payments or benefits would otherwise commenceare provided to the Executive under this Agreement or under any other plan, and/or (iii) such payment program, or benefit would otherwise subject Employee to any tax, interest or penalty imposed under Section 409A arrangement of the Code Company), until (and any portion or installments of any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of Employee’s employment, then such payment or benefit required under Section 11 shall not commence until the first day which is at least six months and one day after the termination of Employee’s employment. Each severance installment contemplated under this Section 11 shall be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at LIBOR as of the date of such separation from service, which would otherwise have been required to be made over such six month period, benefits suspended hereby shall be paid to Employee in one a lump sum payment or otherwise provided to Employee as soon as administratively feasible after on) the earlier of (a) the date which is the first business day which is at least six months after following the termination six-month anniversary of Employee’s employment. Thereafter, the payments and benefits shall continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, all references to “termination of employment” and other similar language shall be deemed to refer to EmployeeExecutive’s “separation from service” (within the meaning of Section 409A) for any reason other than death, or (b) the Executive’s date of death, and such payments or benefits that, if not for the six-month delay described herein, would be due and payable prior to such date shall be made or provided to the Executive on such date. The Company shall make the determination as defined to whether the Executive is a “specified employee” in Treasury Regulation good faith in accordance with its general procedures adopted in accordance with Section 1.409A-1(h)409A and, including, without limitationat the time of the Executive’s “separation of service” will notify the Executive whether or not he is a “specified employee.” In the event the Executive becomes subject to taxes or penalties arising under Section 409A solely because of the Company’s decision to implement the six month delay set forth above, the default presumptions thereofCompany shall indemnify the Executive for all such Section 409A taxes and penalties actually paid by the Executive.

Specified Employee. Notwithstanding any other provision of this Agreement, if (i) Employee the Executive is to receive payments or benefits under Section 11 5 by reason of his separation from service (as such term is defined in Section 409A of the Code) Separation other than as a result of his death, (ii) Employee the Executive is a “specified employee” with respect to the Company within the meaning of Code Section 409A of the Code for the period in which the payment or benefits would otherwise commence, and/or and (iii) such payment or benefit would otherwise subject Employee the Executive to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would were to commence within six months of after a termination of Employee’s the Executive's employment, then such payment or benefit required under Section 11 shall not commence until the first day which is at least six months and one day after the termination of Employee’s employment5 will instead be paid as provided in this Section 5(f). Each severance installment payment contemplated under this Section 11 shall 5 will be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at LIBOR as of the date of such separation from service, benefits which would have otherwise have been required to be made over such six month periodperiod will be paid, shall be paid without interest, to Employee the Executive in one lump sum payment or otherwise provided to Employee as soon as administratively feasible after the Executive on the first business day which that is at least six months and one day after the termination of Employee’s the Executive's employment. Thereafter, the payments and benefits shall will continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, all references to “Separation,” “termination of employment” and other similar language shall will be deemed to refer to Employee’s the Executive's “separation from service” with the Company as defined in Treasury Regulation Section 1.409A-1(h), including, without limitation, the default presumptions thereof.

Specified Employee. Notwithstanding any other provision of this Agreement, if (i) Employee the Executive is to receive payments or benefits under any provision of Section 11 5 by reason of his separation from service (as such term is defined in Section 409A of the Code) Separation other than as a result of his death, (ii) Employee the Executive is a “specified employee” with respect to the Company within the meaning of Code Section 409A of the Code for the period in which the payment or benefits would otherwise commence, and/or and (iii) such payment or benefit would otherwise subject Employee the Executive to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would were to commence within six months of after a termination of Employeethe Executive’s employment, then such payment or benefit required under Section 11 shall not commence until the first day which is at least six months and one day after the termination of Employee’s employment5 will instead be paid as provided in this Section 5.7. Each severance installment payment contemplated under this Section 11 shall 5 will be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at LIBOR as of the date of such separation from service, benefits which would have otherwise have been required to be made over such six month periodperiod will be paid, shall be paid without interest, to Employee the Executive in one lump sum payment or otherwise provided to Employee as soon as administratively feasible after the Executive on the first day which Business Day that is at least six months and one day after the termination of Employeethe Executive’s employment. Thereafter, the payments and benefits shall will continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, all references to “Separation,” “termination of employment” and other similar language shall will be deemed to refer to Employeethe Executive’s “separation from service” with the Company as defined in Treasury Regulation Section 1.409A-1(h), including, without limitation, the default presumptions thereof.

Specified Employee. Notwithstanding any other provision of this Agreement, if (i) Employee ▇▇▇▇▇▇ is to receive payments or benefits under Section 11 9 by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) Employee ▇▇▇▇▇▇ is a “specified employee” within the meaning of Code Section 409A for the period in which the payment or benefits would otherwise commence, and/or and (iii) such payment or benefit would otherwise subject Employee ▇▇▇▇▇▇ to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of Employee’s ▇▇▇▇▇▇’▇ employment, then such payment or benefit required under Section 11 9 shall not commence until the first day which is at least six months and one day after the termination of Employee’s ▇▇▇▇▇▇’▇ employment. Each severance installment contemplated under this Section 11 9 shall be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at LIBOR as of the date of such separation from service, which would have otherwise have been required to be made over such six month period, shall be paid to Employee ▇▇▇▇▇▇ in one lump sum payment or otherwise provided to Employee ▇▇▇▇▇▇ as soon as administratively feasible after the first day which is at least six months after the termination of Employee’s ▇▇▇▇▇▇’▇ employment. Thereafter, the payments and benefits shall continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, all references to “termination of employment” and other similar language shall be deemed to refer to Employee’s ▇▇▇▇▇▇’▇ “separation from service” as defined in Treasury Regulation Section 1.409A-1(h), including, without limitation, the default presumptions thereof.

Specified Employee. Notwithstanding any other provision of this Agreement, if (i) Employee ▇▇▇▇▇▇ is to receive payments or benefits under Section 11 9 by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) Employee ▇▇▇▇▇▇ is a “specified employee” within the meaning of Code Section 409A for the period in which the payment or benefits would otherwise commence, and/or and (iii) such payment or benefit would otherwise subject Employee ▇▇▇▇▇▇ to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of Employee’s ▇▇▇▇▇▇’▇ employment, then such payment or benefit required under Section 11 9 shall not commence until the first day which is at least six months and one day after the termination of Employee’s ▇▇▇▇▇▇’▇ employment. Each severance installment contemplated under this Section 11 9 shall be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at LIBOR the Secured Overnight Financing Rate (SOFR) as of the date of such separation from service, which would have otherwise have been required to be made over such six six-month period, shall be paid to Employee ▇▇▇▇▇▇ in one lump sum payment or otherwise provided to Employee ▇▇▇▇▇▇ as soon as administratively feasible after the first day which is at least six months after the termination of Employee’s ▇▇▇▇▇▇’▇ employment. Thereafter, the payments and benefits shall continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, all references to “termination of employment” and other similar language shall be deemed to refer to Employee’s ▇▇▇▇▇▇’▇ “separation from service” as defined in Treasury Regulation Section 1.409A-1(h), including, without limitation, the default presumptions thereof.

Specified Employee. Notwithstanding any other provision of this Agreement, if (i) Employee ▇▇▇▇▇▇▇ is to receive payments or benefits under Section 11 9 by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) Employee ▇▇▇▇▇▇▇ is a “specified employee” within the meaning of Code Section 409A for the period in which the payment or benefits would otherwise commence, and/or (iii) such payment or benefit would otherwise subject Employee ▇▇▇▇▇▇▇ to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of Employee’s ▇▇▇▇▇▇▇’▇ employment, then such payment or benefit required under Section 11 9 shall not commence until the first day which is at least six months and one day after the termination of Employee’s ▇▇▇▇▇▇▇’▇ employment. Each severance installment contemplated under this Section 11 9 shall be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at LIBOR as of the date of such separation from service, which would otherwise have been required to be made over such six month period, shall be paid to Employee ▇▇▇▇▇▇▇ in one lump sum payment or otherwise provided to Employee ▇▇▇▇▇▇▇ as soon as administratively feasible after the first day which is at least six months after the termination of Employee’s ▇▇▇▇▇▇▇’▇ employment. Thereafter, the payments and benefits shall continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, all references to “termination of employment” and other similar language shall be deemed to refer to Employee’s ▇▇▇▇▇▇▇’▇ “separation from service” as defined in Treasury Regulation Section 1.409A-1(h), including, without limitation, the default presumptions thereof.

Specified Employee. Notwithstanding any other provision of this Agreement, if (i) Employee ▇▇▇▇▇▇ is to receive payments or benefits under Section 11 9 by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) Employee ▇▇▇▇▇▇ is a “specified employee” within the meaning of Code Section 409A for the period in which the payment or benefits would otherwise commence, and/or (iii) such payment or benefit would otherwise subject Employee ▇▇▇▇▇▇ to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a after the termination of Employee’s ▇▇▇▇▇▇’▇ employment, then - 11 - such payment or benefit required under Section 11 9 shall not commence until the first day which is at least six months and one day after the termination of Employee’s ▇▇▇▇▇▇’▇ employment. Each severance installment contemplated under this Section 11 9 shall be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at LIBOR the Secured Overnight Financing rate (SOFR) as of the date of such separation from service, which would otherwise have been required to be made over such six six-month period, shall be paid to Employee ▇▇▇▇▇▇ in one lump sum payment or otherwise provided to Employee ▇▇▇▇▇▇ as soon as administratively feasible after the first day which is at least six months after the termination of Employee’s ▇▇▇▇▇▇’▇ employment. Thereafter, the payments and benefits shall continue, if applicable, for the relevant period set forth aboveabove as if no such delay had occurred. For purposes of this Agreement, all references to “termination of employment” and other similar language shall be deemed to refer to Employee’s ▇▇▇▇▇▇’▇ “separation from service” as defined in Treasury Regulation Section 1.409A-1(h), including, without limitation, the default presumptions thereof.

Specified Employee. Notwithstanding any other provision of this Agreement, if (i) Employee Thonet is to receive payments or benefits under Section 11 9 by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) Employee Thonet is a “specified employee” within the meaning of Code Section 409A for the period in which the payment or benefits would otherwise commence, and/or (iii) such payment or benefit would otherwise subject Employee Thonet to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of EmployeeThonet’s employment, then such payment or benefit required under Section 11 9 shall not commence until the first day which is at least six months and one day after the termination of EmployeeThonet’s employment. Each severance installment contemplated under this Section 11 9 shall be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at one month LIBOR as of the date of such separation from service, which would otherwise have been required to be made over such six month period, shall be paid to Employee Thonet in one lump sum payment or otherwise provided to Employee Thonet as soon as administratively feasible after the first day which is at least six months after the termination of EmployeeThonet’s employment. Thereafter, the payments and benefits shall continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, all references to “termination of employment” and other similar language shall be deemed to refer to EmployeeThonet’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h), including, without limitation, the default presumptions thereof.

Specified Employee. Notwithstanding any other provision of this Agreement, if (i) Employee the Executive is to receive payments or benefits under Section 11 9 by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) Employee the Executive is a “specified employee” within the meaning of Code Section 409A for the period in which the payment or benefits would otherwise commence, and/or and (iii) such payment or benefit would otherwise subject Employee the Executive to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of Employeethe Executive’s employment, then such payment or benefit required under Section 11 9 shall not commence until the first day which is at least six months and one day after the termination of Employee’s the Executive employment. Each severance installment contemplated under this Section 11 9 shall be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at LIBOR as of the date of such separation from service, which would have otherwise have been required to be made over such six month period, shall be paid to Employee the Executive in one lump sum payment or otherwise provided to Employee the Executive as soon as administratively feasible after the first day which is at least six months after the termination of EmployeeExecutive’s employment. Thereafter, the payments and benefits shall continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, all references to “termination of employment” and other similar language shall be deemed to refer to Employeethe Executive’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h), including, without limitation, the default presumptions thereof.

Specified Employee. Notwithstanding any other provision of this AgreementAgreement to the contrary, if (i) Employee is to receive payments or benefits under Section 11 by reason of his separation from service (as such term is defined in Section 409A of the Code) other than as a result of his death, (ii) Employee Executive is a “specified employee” as defined in Section 409A, the Executive shall not be entitled to any payments or benefits the right to which provides for a “deferral of compensation” within the meaning of Code Section 409A for the period in which the 409A, and whose payment or provision is triggered by the Executive’s termination of employment (whether such payments or benefits would otherwise commenceare provided to the Executive under this Agreement or under any other plan, and/or (iii) such payment program, or benefit would otherwise subject Employee to any tax, interest or penalty imposed under Section 409A arrangement of the Code Company), until (and any portion or installments of any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of Employee’s employment, then such payment or benefit required under Section 11 shall not commence until the first day which is at least six months and one day after the termination of Employee’s employment. Each severance installment contemplated under this Section 11 shall be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or benefits, together with simple interest calculated at LIBOR as of the date of such separation from service, which would otherwise have been required to be made over such six month period, benefits suspended hereby shall be paid to Employee in one a lump sum payment or otherwise provided to Employee as soon as administratively feasible after on) the earlier of (a) the date which is the first business day which is at least six months after following the termination six-month anniversary of Employee’s employment. Thereafter, the payments and benefits shall continue, if applicable, for the relevant period set forth above. For purposes of this Agreement, all references to “termination of employment” and other similar language shall be deemed to refer to EmployeeExecutive’s “separation from service” (within the meaning of Section 409A) for any reason other than death, or (b) the Executive’s date of death, and such payments or benefits that, if not for the six month delay described herein, would be due and payable prior to such date shall be made or provided to the Executive on such date. The Company shall make the determination as defined to whether the Executive is a “specified employee” in Treasury Regulation good faith in accordance with its general procedures adopted in accordance with Section 1.409A-1(h)409A and, including, without limitationat the time of the Executive’s “separation of service” will notify the Executive whether or not she is a “specified employee.” In the event the Executive becomes subject to taxes or penalties arising under Section 409A solely because of the Company’s decision to implement the six month delay set forth above, the default presumptions thereofCompany shall indemnify the Executive for all such Section 409A taxes and penalties actually paid by the Executive.