Common use of 10Section 409A Clause in Contracts

10Section 409A. Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to either comply with Section 409A or be exempt ​ X. Xxxxx Employment Agreement September 20, 2023 from Section 409A and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. ​ To the extent necessary to avoid adverse tax consequences under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “separation from service,” or like terms shall mean a Separation from Service. If, upon separation from service, Key Employee is a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and would otherwise be paid within six months after Key Employee’s Separation from Service will instead be paid in the seventh month following Key Employee’s Separation from Service (to the extent required by Section 409A(a)(2)(B)(i)). ​ To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (a) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Key Employee, (b) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (c) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. ​ Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and nothing in this Agreement shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from Key Employee to the Company or to any other individual or entity. ​

10Section 409A. Notwithstanding any provision of this Agreement to the contrary, all provisions of The compensation and benefits provided under this Agreement are intended to either qualify for an exemption from or to comply with the requirements of Section 409A of the Code and the treasury regulations and other official guidance issued thereunder (collectively, “Section 409A”), so as to prevent the inclusion in gross income of any compensation or benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be exempt ​ X. Xxxxx Employment actually distributed or made available to the Executive, and this Agreement September 20, 2023 from Section 409A and shall be construed administered and administered in accordance interpreted consistent with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possibleintention. For purposes of Section 409ASections 4, each installment payment provided under this Agreement shall be treated as a separate payment. ​ To the extent necessary to avoid adverse tax consequences under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision 5 and 6 of this Agreement, references to a “terminationremoval,” “termination of the Executive’s employment,” and words of similar import mean a “separation from service,” or like terms with the Company as defined by Section 409A. The reimbursement of taxable expenses such as contemplated in Sections 3.6 and 3.8 to the Executive shall mean be made no later than the end of the year following the year in which the expense was incurred, and the expenses reimbursed in one year shall not affect the expenses eligible for reimbursement in any other year. Where the 60-day period for the Executive to execute and not revoke a Separation from Servicegeneral release and waiver begins in one calendar year and ends in the following calendar year, payment shall be made no sooner than the first day of the following calendar year. If, upon separation from service, Key Employee Each payment shall be a payment in a series of separate payments for all purposes under Section 409A. If the Executive is a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and would otherwise be paid within six months after Key Employee’s Separation at the time of his “separation from Service will instead be paid in the seventh month following Key Employee’s Separation from Service (to the extent required by Section 409A(a)(2)(B)(i)). ​ To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (service” within the meaning of Section 409A), (a) then any such expense reimbursement shall payment otherwise required to be made by to him under this Agreement on account of his separation from service, to the Company no later than the last day of the taxable year following the taxable year extent such payment (after taking in which to account all exclusions applicable to such expense was incurred by Key Employeepayment under Section 409A) is properly treated as deferred compensation subject to Section 409A, (b) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and made until the first business day after (ci) the expiration of six months from the date of the Executive’s separation from service, or (ii) if earlier, the date of the Executive’s death (the “Delayed Payment Date”) and, on the Delayed Payment Date, there shall be paid to the Executive or, if the Executive has died, to the Executive’s estate, in a single cash lump sum, an amount equal to aggregate amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. ​ Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and nothing in this Agreement shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from Key Employee delayed pursuant to the Company or to any other individual or entity. ​preceding clause.

10Section 409A. Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to either comply with Section 409A or be exempt ​ X. Xxxxx Employment Agreement September 20, 2023 ​ from Section 409A and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. ​ To the extent necessary to avoid adverse tax consequences under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “separation from service,” or like terms shall mean a Separation from Service. If, upon separation from service, Key Employee is a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and would otherwise be paid within six months after Key Employee’s Separation from Service will instead be paid in the seventh month following Key Employee’s Separation from Service (to the extent required by Section 409A(a)(2)(B)(i)). ​ To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (a) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Key Employee, (b) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (c) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. ​ Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and nothing in this Agreement shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from Key Employee to the Company or to any other individual or entity. ​

10Section 409A. Notwithstanding any provision of this Agreement to the contrary, all provisions of The compensation and benefits provided under this Agreement are intended to either qualify for an exemption from or to comply with the requirements of Section 409A of the Code and the treasury regulations and other official guidance issued thereunder (collectively, “Section 409A”), so as to prevent the inclusion in gross income of any compensation or benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be exempt ​ X. Xxxxx Employment actually distributed or made available to the Executive, and this Agreement September 20, 2023 from Section 409A and shall be construed administered and administered in accordance interpreted consistent with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possibleintention. For purposes of Section 409ASections 4, each installment payment provided under this Agreement shall be treated as a separate payment. ​ To the extent necessary to avoid adverse tax consequences under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision 5 and 6 of this Agreement, references to a “terminationremoval,” “termination of the Executive’s employment,” and words of similar import mean a “separation from service,” or like terms with the Company as defined by Section 409A. The reimbursement of taxable expenses such as contemplated in Sections 3.5 and 3.7 to the Executive shall mean be made no later than the end of the year following the year in which the expense was incurred, and the expenses reimbursed in one year shall not affect the expenses eligible for reimbursement in any other year. Where the 60-day period for the Executive to execute and not revoke a Separation from Servicegeneral release and waiver begins in one calendar year and ends in the following calendar year, payment shall be made no sooner than the first day of the following calendar year. If, upon separation from service, Key Employee Each payment shall be a payment in a series of separate payments for all purposes under Section 409A. If the Executive is a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and would otherwise be paid within six months after Key Employee’s Separation at the time of his “separation from Service will instead be paid in the seventh month following Key Employee’s Separation from Service (to the extent required by Section 409A(a)(2)(B)(i)). ​ To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (service” within the meaning of Section 409A), (a) then any such expense reimbursement shall payment otherwise required to be made by to him under this Agreement on account of his separation from service, to the Company no later than the last day of the taxable year following the taxable year extent such payment (after taking in which to account all exclusions applicable to such expense was incurred by Key Employeepayment under Section 409A) is properly treated as deferred compensation subject to Section 409A, (b) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and made until the first business day after (ci) the expiration of six months from the date of the Executive’s separation from service, or (ii) if earlier, the date of the Executive’s death (the “Delayed Payment Date”) and, on the Delayed Payment Date, there shall be paid to the Executive or, if the Executive has died, to the Executive’s estate, in a single cash lump sum, an amount equal to aggregate amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. ​ Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and nothing in this Agreement shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from Key Employee delayed pursuant to the Company or to any other individual or entitypreceding clause. ​

10Section 409A. Notwithstanding any provision of this Agreement to the contrary, all provisions of The compensation and benefits provided under this Agreement are intended to either qualify for an exemption from or to comply with the requirements of Section 409A of the Code and the treasury regulations and other official guidance issued thereunder (collectively, “Section 409A”), so as to prevent the inclusion in gross income of any compensation or benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be exempt ​ X. Xxxxx Employment actually distributed or made available to the Executive, and this Agreement September 20, 2023 from Section 409A and shall be construed administered and administered in accordance interpreted consistent with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possibleintention. For purposes of Section 409ASections 4, each installment payment provided under this Agreement shall be treated as a separate payment. ​ To the extent necessary to avoid adverse tax consequences under Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision 5 and 6 of this Agreement, references to a “terminationremoval,” “termination of the Executive’s employment,” and words of similar import mean a “separation from service,” or like terms with the Company as defined by Section 409A. The reimbursement of taxable expenses such as contemplated in Sections 3.5 and 3.7 to the Executive shall mean be made no later than the end of the year following the year in which the expense was incurred, and the expenses reimbursed in one year shall not affect the expenses eligible for reimbursement in any other year. Where the 60-day period for the Executive to execute and not revoke a Separation from Servicegeneral release and waiver begins in one calendar year and ends in the following calendar year, payment shall be made no sooner than the first day of the following calendar year. If, upon separation from service, Key Employee Each payment shall be a payment in a series of separate payments for all purposes under Section 409A. If the Executive is a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and would otherwise be paid within six months after Key Employee’s Separation at the time of his “separation from Service will instead be paid in the seventh month following Key Employee’s Separation from Service (to the extent required by Section 409A(a)(2)(B)(i)). ​ To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (service” within the meaning of Section 409A), (a) then any such expense reimbursement shall payment otherwise required to be made by to him under this Agreement on account of his separation from service, to the Company no later than the last day of the taxable year following the taxable year extent such payment (after taking in which to account all exclusions applicable to such expense was incurred by Key Employeepayment under Section 409A) is properly treated as deferred compensation subject to Section 409A, (b) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and made until the first business day after (ci) the expiration of six months from the date of the Executive’s separation from service, or (ii) if earlier, the date of the Executive’s death (the “Delayed Payment Date”) and, on the Delayed Payment Date, there shall be paid to the Executive or, if the Executive has died, to the Executive’s estate, in a single cash lump sum, an amount equal to aggregate amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. ​ Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and nothing in this Agreement shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from Key Employee delayed pursuant to the Company or to any other individual or entity. ​preceding clause.