Common use of 409A Compliance Clause in Contracts

409A Compliance. (i) The parties intend that the payments and benefits provided for in this Agreement either be exempt from 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (“Code”), or be provided in a manner that complies with Section 409A and any ambiguity herein shall be interpreted so as to be consistent with the intent of this paragraph. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, all payments and benefits which are payable upon a termination of employment hereunder shall be paid or provided only upon those terminations of employment that constitute a “separation from service” from the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if the Executive is a “specified employee” as such term is defined under Section 409A at the time of a termination of employment and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated recognition of income or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A, e.g., immediately upon the Executive’s death), whereupon the Company will promptly pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement.

409A Compliance. (i) The parties intend Company shall take all reasonable actions to ensure that none of the payments and benefits provided for in amounts earned or payable under this Agreement either be exempt from or under any Company stock purchase, compensation or other equity incentive plan will violate Section 409A (“of the Code. To the extent necessary to comply with the restriction in Section 409A”409A(a)(2)(B) of the Internal Revenue Code concerning payments to “specified employees,” any amounts payable on account of 1986, as amended (“Code”), or be provided in a manner that complies with Section 409A and any ambiguity herein shall be interpreted so as to be consistent with the intent of this paragraph. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, all payments and benefits which are payable upon a termination of employment hereunder Executive's separation from service shall be paid (or provided only upon those terminations of employment that constitute a “separation from service” from commence to be paid in the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if the Executive is a “specified employee” as such term is defined under Section 409A at the time of a termination of employment and the deferral of the commencement case of any payments to be made in installments) on the first business day of the seventh month following the Executive's date of termination (or benefits otherwise payable hereunder as a result death, if earlier) and the first such payment shall include the cumulative amount of any payments that would have been made prior to such termination of employment is necessary date if not for such restriction, together with interest at an annual rate equal to the minimum rate required by the Code in order to prevent any accelerated recognition avoid the imputation of income or additional tax under Section 409A, then the Company will defer the commencement interest on short-term loans between employers and employees. The date of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A, e.g., immediately upon the Executive’s death), whereupon the Company will promptly pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume shall be determined in accordance with Treasury Regulation Section 1.409A-1(h). Except as otherwise provide herein, any payment required as a result of a termination of employment will be made (or, with respect to any payments to be made in installments under this Agreement, commenced) within 45 days following such event. Notwithstanding anything else herein to the contrary, to the extent that any payments due under the terms of this Agreement are conditioned upon the delivery and non-revocation of a release, and if any of those payments are determined to be nonqualified deferred compensation that is subject to the requirements of Section 409A of the Code, and if the period for consideration and revocation of such release spans two calendar years, then any such payment shall not be made until the later of (i) the end of the revocation period following delivery of the release, or (ii) the first business day of the second calendar year.

409A Compliance. (i) The parties intend It is intended that any payments hereunder shall, to the payments and benefits provided for in this Agreement either be exempt from maximum extent permissible under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (“Code”), or be provided in a manner that complies with exempt from Section 409A (and any ambiguity herein all rights to payments or a series of payments hereunder shall be interpreted so treated as rights to be consistent with receive separate payments to the intent of this paragraph. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive fullest extent allowed by Section 409A or damages for failing to comply 409A). Notwithstanding the foregoing, with Section 409A. Notwithstanding anything contained herein respect to the contrarytiming of any amounts that constitute deferred compensation subject to Section 409A that depend on termination of employment, all payments and benefits which are payable upon a termination of employment hereunder shall be paid or provided only upon those terminations of employment that constitute mean a “separation from service” from the Company within the meaning of Section 409A of the Code and any payments in connection with Employee’s separation from service that constitute deferred compensation subject to Section 409A shall commence on the sixtieth (determined after applying the presumptions set forth in Treas60th) day following Employee’s separation from service. Reg. Section 1.409A-1(h)(1)). FurtherFurthermore, if the Executive Employee is a “specified employee” as and Employer’s stock is “publicly traded” for purposes of Section 409A(a)(2)(B)(i) of the Code at such term is defined under time, any payments in connection with Employee’s separation from service that constitute deferred compensation subject to Section 409A at shall not be made until the time earlier of (i) Employee’s death or (ii) six months plus one day after Employee’s separation from service (the “409A Deferral Period”) as required by Section 409A. Payments of any such deferred compensation otherwise due to be made in installments or periodically during the 409A Deferral Period shall be accumulated and paid in a termination of employment lump sum as soon as the 409A Deferral Period ends, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated recognition of income or additional tax under Section 409A, then the Company will defer the commencement balance of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A, e.g., immediately upon the Executive’s death), whereupon the Company will promptly pay the Executive a lump-sum amount equal to the cumulative amounts that would have shall be made as otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreementscheduled.

409A Compliance. (i) The parties intend that Notwithstanding the payments and benefits provided for foregoing, if necessary to comply with the restriction in this Agreement either be exempt from 409A (“Section 409A”409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”)) concerning payments to “specified employees”, or any payment on account of Employee’s separation from service that would otherwise be provided due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh month following Employee’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in a manner that complies with effect under Section 409A and any ambiguity herein 1274(d) of the Code on the date of termination. For purposes of Section 8 hereof, Employee shall be interpreted so a “specified employee” for the 12-month period beginning on the first day of the fourth month following each “Identification Date” if he is a “key employee” (as defined in Section 416(i) of the Code without regard to be consistent with the intent Section 416(i)(5) thereof) of this paragraph. In no event whatsoever shall the Company be liable for at any additional tax, interest or penalty that may be imposed time during the 12-month period ending on the Executive by Section 409A or damages for failing to comply with Section 409A. “Identification Date.” For purposes of the foregoing, the Identification Date shall be December 31. Notwithstanding anything contained herein to the contrary, all payments and benefits which are payable upon Employee shall not be considered to have terminated employment with the Company for purposes of Section 8 hereof unless he would be considered to have incurred a “termination of employment hereunder shall be paid or provided only upon those terminations of employment that constitute a “separation from serviceemployment” from the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1Treasury Regulation §1.409A-1(h)(1)(ii)). Further, if the Executive is a “specified employee” as such term is defined under Section 409A at the time of a termination of employment and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated recognition of income or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A, e.g., immediately upon the Executive’s death), whereupon the Company will promptly pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement.”

409A Compliance. (ia) The parties intend that Notwithstanding anything to the payments and benefits provided for contrary contained herein, if necessary to comply with the restriction in this Agreement either be exempt from 409A (“Section 409A”409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), or be provided in a manner that complies with Section 409A and ) concerning payments to “specified Executives,” any ambiguity herein shall be interpreted so as to be consistent with payment on account of the intent of this paragraph. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, all payments and benefits which are payable upon a termination of employment hereunder shall be paid or provided only upon those terminations of employment that constitute a “Executive’s separation from service” from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if the Executive is a “specified employee” as such term is defined under Section 409A at the time of a termination of employment and the deferral first business day of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated recognition of income or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months seventh month following the Executive’s date of termination and the first such payment shall include the cumulative amount of employment any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the Company period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (or the earliest date permitted compounded monthly) in effect under Section 409A1274(d) of the Code on the date of termination. If the Executive dies during the six-month postponement period prior to the payment, e.g., immediately upon the amount of the payment deferred on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s death)estate within 30 days after the date of the Executive’s. For purposes of Section 7 hereof, whereupon the Executive shall be a “specified Executive” for the 12-month period beginning on the first day of the fourth month following each “Identification Date” if he is a “key Executive” (as defined in Section 416(i) of the Code without regard to Section 416(i)(5) thereof) of the Company will promptly pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement at any time during the 12-month period in which such payments or benefits were deferred. Thereafterending on the “Identification Date.” For purposes of the foregoing, payments will resume in accordance with this Agreementthe Identification Date shall be December 31.

409A Compliance. (i) The parties intend Company shall take all reasonable actions to ensure that none of the payments and benefits provided for in amounts earned or payable under this Agreement either be exempt from or under any Company stock purchase, compensation or other equity incentive plan will violate Section 409A (“of the Code. To the extent necessary to comply with the restriction in Section 409A”409A(a)(2)(B) of the Internal Revenue Code concerning payments to “specified employees,” any amounts payable on account of 1986, as amended (“Code”), or be provided in a manner that complies with Section 409A and any ambiguity herein shall be interpreted so as to be consistent with the intent of this paragraph. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, all payments and benefits which are payable upon a termination of employment hereunder Executive’s separation from service shall be paid (or provided only upon those terminations of employment that constitute a “separation from service” from commence to be paid in the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if the Executive is a “specified employee” as such term is defined under Section 409A at the time of a termination of employment and the deferral of the commencement case of any payments to be made in installments) on the first business day of the seventh month following the Executive’s date of termination (or benefits otherwise payable hereunder as a result death, if earlier) and the first such payment shall include the cumulative amount of any payments that would have been made prior to such termination of employment is necessary date if not for such restriction, together with interest at an annual rate equal to the minimum rate required by the Code in order to prevent any accelerated recognition avoid the imputation of income or additional tax under Section 409A, then the Company will defer the commencement interest on short-term loans between employers and employees. The date of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A, e.g., immediately upon the Executive’s death), whereupon the Company will promptly pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume shall be determined in accordance with Treasury Regulation Section 1.409A-1(h). Except as otherwise provide herein, any payment required as a result of a termination of employment will be made (or, with respect to any payments to be made in installments under this Agreement, commenced) within 45 days following such event. Notwithstanding anything else herein to the contrary, to the extent that any payments due under the terms of this Agreement are conditioned upon the delivery and non-revocation of a release, and if any of those payments are determined to be nonqualified deferred compensation that is subject to the requirements of Section 409A of the Code, and if the period for consideration and revocation of such release spans two calendar years, then any such payment shall not be made until the later of (i) the end of the revocation period following delivery of the release, or (ii) the first business day of the second calendar year.

409A Compliance. (ia) The parties intend that Notwithstanding anything to the payments and benefits provided for contrary contained herein, if necessary to comply with the restriction in this Agreement either be exempt from 409A (“Section 409A”409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), or be provided in a manner that complies with Section 409A and ) concerning payments to “specified Executives,” any ambiguity herein shall be interpreted so as to be consistent with payment on account of the intent of this paragraph. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, all payments and benefits which are payable upon a termination of employment hereunder shall be paid or provided only upon those terminations of employment that constitute a “Executive’s separation from service” from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if the Executive is a “specified employee” as such term is defined under Section 409A at the time of a termination of employment and the deferral first business day of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated recognition of income or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months seventh month following the Executive’s date of termination and the first such payment shall include the cumulative amount of employment any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the Company period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (or the earliest date permitted compounded monthly) in effect under Section 409A1274(d) of the Code on the date of termination. If the Executive dies during the six-month postponement period prior to the payment, e.g., immediately upon the amount of the payment deferred on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death). For purposes of Section 7 hereof, whereupon the Executive shall be a “specified Executive” for the 12-month period beginning on the first day of the fourth month following each “Identification Date” if he is a “key Executive” (as defined in Section 416(i) of the Code without regard to Section 416(i)(5) thereof) of the Company will promptly pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement at any time during the 12-month period in which such payments or benefits were deferred. Thereafterending on the “Identification Date.” For purposes of the foregoing, payments will resume in accordance with this Agreementthe Identification Date shall be December 31.

409A Compliance. (i) The parties intend Company shall take all reasonable actions to ensure that none of the payments and benefits provided for in amounts earned or payable under this Agreement either be exempt from or under any Company stock purchase, compensation or other equity incentive plan will violate Section 409A (“of the Code. To the extent necessary to comply with the restriction in Section 409A”409A(a)(2)(B) of the Internal Revenue Code concerning payments to “specified employees,” any amounts payable on account of 1986, as amended (“Code”), or be provided in a manner that complies with Section 409A and any ambiguity herein shall be interpreted so as to be consistent with the intent of this paragraph. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, all payments and benefits which are payable upon a termination of employment hereunder Executive's separation from service shall be paid (or provided only upon those terminations of employment that constitute a “separation from service” from commence to be paid in the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if the Executive is a “specified employee” as such term is defined under Section 409A at the time of a termination of employment and the deferral of the commencement case of any payments to be made in installments) on the first business day of the seventh month following the Executive's date of termination (or benefits otherwise payable hereunder as a result death, if earlier) and the first such payment shall include the cumulative amount of any payments that would have been made prior to such termination of employment is necessary date if not for such restriction, together with interest at an annual rate equal to the minimum rate required by the Code in order to prevent any accelerated recognition avoid the imputation of income or additional tax under Section 409A, then the Company will defer the commencement interest on short-term loans between employers and employees. The date of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A, e.g., immediately upon the Executive’s death), whereupon the Company will promptly pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume shall be determined in accordance with Treasury Regulation Section 1.409A-1(h). Except as otherwise provide herein, any payment required as a result of a termination of employment will be made (or, with respect to any payments to be made in installments under this Agreement., commenced) within 45 days following such event. Notwithstanding anything else herein to the contrary, to the extent that any payments due under the terms of this Agreement are conditioned upon the delivery and non-revocation of a release, and if any of those payments are determined to be nonqualified deferred compensation that is subject to the requirements of Section 409A of the Code, and if the period for consideration and revocation of such release spans two calendar years, then any such payment shall not be made until the later of (i) the end of the revocation period following delivery of the release, or (ii) the first business day of the second calendar year. G.

409A Compliance. (i) The parties intend Company shall take all reasonable actions to ensure that none of the payments and benefits provided for in amounts earned or payable under this Agreement either be exempt from or under any Company stock purchase, compensation or other equity incentive plan will violate Section 409A (“of the Code. To the extent necessary to comply with the restriction in Section 409A”409A(a)(2)(B) of the Internal Revenue Code concerning payments to “specified employees,” any amounts payable on account of 1986, as amended (“Code”), or be provided in a manner that complies with Section 409A and any ambiguity herein shall be interpreted so as to be consistent with the intent of this paragraph. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, all payments and benefits which are payable upon a termination of employment hereunder Executive's separation from service shall be paid (or provided only upon those terminations of employment that constitute a “separation from service” from commence to be paid in the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if the Executive is a “specified employee” as such term is defined under Section 409A at the time of a termination of employment and the deferral of the commencement case of any payments to be made in installments) on the first business day of the seventh month following the Executive's date of termination (or benefits otherwise payable hereunder as a result death, if earlier) and the first such payment shall include the cumulative amount of any payments that would have been made prior to such termination of employment is necessary date if not for such restriction, together with interest at an annual rate equal to the minimum rate required by the Code in order to prevent any accelerated recognition avoid the imputation of income or additional tax under Section 409A, then the Company will defer the commencement interest on short- term loans between employers and employees. The date of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A, e.g., immediately upon the Executive’s death), whereupon the Company will promptly pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume shall be determined in accordance with Treasury Regulation Section 1.409A-1(h). Except as otherwise provided herein, any payment required as a result of a termination of employment will be made (or, with respect to any payments to be made in installments under this Agreement., commenced) within 45 days following such event. Notwithstanding anything else herein to the contrary, to the extent that any payments due under the terms of this Agreement are conditioned upon the delivery and non- revocation of a release, and if any of those payments are determined to be nonqualified deferred compensation that is subject to the requirements of Section 409A of the Code and, if the period for consideration and revocation of such release spans two calendar years, then any such payment shall not be made until the later of (i) the end of the revocation period following delivery of the release, or (ii) the first business day of the second calendar year. G.