The parties hereto acknowledge and agree that the form and timing of the Separation Amount and the other payments and benefits to be provided pursuant to this Agreement are intended to comply with or be exempt from one or more exceptions to the requirements of Section 409A. The parties hereto further acknowledge and agree that for purposes of Section 409A, Executive does not have discretion with respect to the timing of the payment of any amounts provided under this Agreement. Any amounts or benefits payable upon the Executive’s “separation from service” (within the meaning of Section 409A) with the Company that are subject to, and not exempt from, Section 409A (“ Section 409A Payments ”) will be delayed if Executive is a “specified employee” under Section 409A and a delay is required to avoid the imposition of additional taxes under Section 409A until the date that is six (6) months after such separation.