Common use of 409A Savings Clause Clause in Contracts

409A Savings Clause. The intent of the Parties is that payments and benefits under this Agreement will be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding anything herein to the contrary, a termination of employment shall be deemed to have occurred at the time such termination constitutes a “separation from service” within the meaning of Code Section 409A for purposes of any provision of this Agreement providing for the payment of any amounts or benefits in connection with a termination of employment and that is subject to Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean a “separation from service.” If a payment obligation under this Agreement arises on account of Employee’s separation from service while Employee is a " specified employee" (as defined under Code Section 409A(a)(2)(B)(i) and determined in good faith by the Company), any payment of "deferred compensation" (as defined under Treasury Regulation Section l .409A-l (b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-l(b)(3) through (b)(l2)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid within 15 days after the end of the six:-month period beginning on the date of such separation from service or, if earlier, within 15 days after the Employee's death. Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

409A Savings Clause. The intent This Agreement and the Units granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Parties is that payments Code. This Agreement and benefits under this Agreement will the Units shall be exempt from or comply administered, interpreted, and construed in a manner consistent with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithCode. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding anything herein to the contrary, a termination of employment shall be deemed to have occurred at the time such termination constitutes a “separation from service” within the meaning of Code Section 409A for purposes of Should any provision of this Agreement providing for be found not to comply with, or otherwise be exempt from, the payment provisions of any amounts or benefits in connection with a termination of employment and that is subject to Code Section 409A andof the Code, for purposes of any such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of this Agreementthe Administrator, references and without the consent of the Holder, in such manner as the Administrator determines to a “termination,” “termination be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of employment” the Code. If the Company or like terms shall mean a “separation from service.” If a payment obligation under Administrator by its operation of the Plan or this Agreement arises and by no fault of the Holder causes this Agreement to fail to meet the requirements of paragraphs (2), (3) or (4) of Section 409A(a) of the Code, the Company shall reimburse the Holder for interest and additional tax payable with respect to previously deferred compensation as provided in Section 409A(a)(1)(B) of the Code incurred by the Holder including a tax “gross-up” on account of Employee’s separation from service while Employee is a " specified employee" (as defined under Code Section 409A(a)(2)(B)(i) such reimbursement. Any such reimbursement and determined tax gross-up payment shall be calculated in good faith by the Company), any payment of "deferred compensation" (as defined under Treasury Regulation Section l .409A-l (b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-l(b)(3) through (b)(l2)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest Administrator and shall be paid within 15 days after by the end of the six:-month period beginning on Holder’s taxable year next following the date of such separation from service or, if earlier, within 15 days after Holder’s taxable year in which the Employee's deathrelated taxes are remitted to the taxing authority. Notwithstanding any other provision anything in the Plan to the contrary, in no event shall the Administrator exercise its discretion to accelerate the payment or settlement of the Units unless and to the extent that such accelerated payment or settlement is permissible under Treasury Regulation 1.409A-3(j)(4) or any payment successor provision. Each amount payable under this Agreement that constitutes “deferred compensation” as a dividend equivalent payment or as a payment upon vesting or settlement of the Units is designated as a separate identified payment for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.of the Code.

409A Savings Clause. The intent This Agreement and the Restricted Units granted hereunder are intended to fit within the “short-term deferral” exemption from Section 409A of the Parties is that payments and benefits under this Agreement will Code, as set forth in Treasury Regulation Section 1.409A-1(b)(4) or any successor provision, or to comply with, or otherwise be exempt from or comply from, Section 409A of the Code. This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A of the Internal Revenue Code Code. Each amount payable under this Agreement is designated as a separate identified payment for purposes of 1986, as amended, and Section 409A of the regulations and guidance promulgated thereunder (collectively, “Code Code. The payment of dividend equivalents under Section 409A”) and, accordingly, to the maximum extent permitted, 4 of this Agreement shall be interpreted to be in compliance therewith. For purposes construed as earnings and the time and form of Code Section 409A, the right to a series payment of installment payments under this Agreement such dividend equivalents shall be treated as a right separately from the time and form of payment of the underlying Restricted Units for purposes of Section 409A of the Code. If the Restricted Units are subject to a series section 409A of separate payments. To the extent that any provision hereof is modified in order to comply with Code Section 409ACode, such modification (I) distributions shall only be made in good faith a manner and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company upon an event permitted under section 409A of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company Code, (II) payments to be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding anything herein to the contrary, made upon a termination of employment shall only be deemed to have occurred at the time such termination constitutes made upon a “separation from service” within under section 409A of the meaning Code, and (III) in no event shall Grantee, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with section 409A of Code Section 409A the Code. If the Restricted Unit grant under this Agreement is to be distributed upon separation from service and the Grantee is a “specified employee” for purposes of any provision of this Agreement providing for the payment of any amounts or benefits in connection with a termination of employment and that is subject to Code Section 409A andof the Code, the Agreement shall be administered so that any distribution shall be postponed for purposes six months following the date of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean a “the Grantee’s separation from service.” , if required by section 409A of the Code. If a payment obligation under this Agreement arises on account distribution is delayed pursuant to section 409A of Employee’s separation from service while Employee is a " specified employee" (as defined under Code Section 409A(a)(2)(B)(i) and determined in good faith by the Company)Code, any payment of "deferred compensation" (as defined under Treasury Regulation Section l .409A-l (b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-l(b)(3) through (b)(l2)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and distribution shall be paid within 15 days after the end of the six:-month period beginning on six-month period. If the date Grantee dies during such six-month period, any postponed amounts shall be paid within 90 days of such separation from service or, if earlier, within 15 days after the Employee's Grantee’s death. Notwithstanding any other provision anything in this Agreement to the contrary, Grantee shall be solely responsible for the tax consequences under this Agreement, and in no event shall the Company have any payment responsibility or liability if a Grant does not meet any applicable requirements of section 409A of the Code. Although the Company intends to administer the Agreement to prevent taxation under this section 409A of the Code, the Company does not represent or warrant that the Agreement that constitutes “deferred compensation” for purposes complies with any provision of Code Section 409A be subject to offset by any federal, state, local or other amount unless otherwise permitted by Code Section 409A.tax law.

409A Savings Clause. The intent of the Parties parties is that payments and benefits under this Agreement will be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding anything herein to the contrary, a termination of employment shall be deemed to have occurred at the time such termination constitutes a “separation from service” within the meaning of Code Section 409A for purposes of any provision of this Agreement providing for the payment of any amounts or benefits in connection with a termination of employment and that is subject to Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean a “separation from service.” If a payment obligation under this Agreement arises on account of Employee’s separation from service while Employee is a " specified employee" (as defined under Code Section 409A(a)(2)(B)(i) and determined in good faith by the Company), any payment of "deferred compensation" (as defined under Treasury Regulation Section l .409A-l (b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-l(b)(3) through (b)(l2)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid within 15 days after the end of the six:-month period beginning on the date of such separation from service or, if earlier, within 15 days after the Employee's death. Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

409A Savings Clause. The intent This Agreement and the Units granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Parties is that payments Code. This Agreement and benefits under this Agreement will the Units shall be exempt from or comply administered, interpreted, and construed in a manner consistent with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithCode. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding anything herein to the contrary, a termination of employment shall be deemed to have occurred at the time such termination constitutes a “separation from service” within the meaning of Code Section 409A for purposes of Should any provision of this Agreement providing for be found not to comply with, or otherwise be exempt from, the payment provisions of any amounts or benefits in connection with a termination of employment and that is subject to Code Section 409A andof the Code, for purposes of any such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of this Agreementthe Administrator, references and without the consent of the Holder, in such manner as the Administrator determines to a “termination,” “termination be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of employment” the Code. If the Company or like terms shall mean a “separation from service.” If a payment obligation under Administrator by its operation of the Plan or this Agreement arises and by no fault of the Holder causes this Agreement to fail to meet the requirements of paragraphs (2), (3) or (4) of Section 409A(a) of the Code, the Company shall reimburse the Holder for interest and additional tax payable with respect to previously deferred compensation as provided in Section 409A(a)(1)(B) of the Code incurred by the Holder including a tax “gross- up” on account of Employee’s separation from service while Employee is a " specified employee" (as defined under Code Section 409A(a)(2)(B)(i) such reimbursement. Any such reimbursement and determined tax gross-up payment shall be calculated in good faith by the Company), any payment of "deferred compensation" (as defined under Treasury Regulation Section l .409A-l (b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-l(b)(3) through (b)(l2)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest Administrator and shall be paid within 15 days after by the end of the six:-month period beginning on Holder’s taxable year next following the date of such separation from service or, if earlier, within 15 days after Holder’s taxable year in which the Employee's deathrelated taxes are remitted to the taxing authority. Notwithstanding any other provision anything in the Plan to the contrary, in no event shall the Administrator exercise its discretion to accelerate the payment or settlement of the Units unless and to the extent that such accelerated payment or settlement is permissible under Treasury Regulation 1.409A-3(j)(4) or any payment successor provision. Each amount payable under this Agreement that constitutes “deferred compensation” as a Dividend Equivalent or as a payment upon vesting or settlement of the Units is designated as a separate identified payment for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.of the Code.

409A Savings Clause. The intent This Agreement and the Units granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Parties is that payments Code. This Agreement and benefits under this Agreement will the Units shall be exempt from or comply administered, interpreted, and construed in a manner consistent with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewithCode. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding anything herein to the contrary, a termination of employment shall be deemed to have occurred at the time such termination constitutes a “separation from service” within the meaning of Code Section 409A for purposes of Should any provision of this Agreement providing for be found not to comply with, or otherwise be exempt from, the payment provisions of any amounts or benefits in connection with a termination of employment and that is subject to Code Section 409A andof the Code, for purposes of any such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of this Agreementthe Administrator, references and without the consent of the Holder, in such manner as the Administrator determines to a “termination,” “termination be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of employment” the Code. If the Company or like terms shall mean a “separation from service.” If a payment obligation under Administrator by its operation of the Plan or this Agreement arises and by no fault of the Holder causes this Agreement to fail to meet the requirements of paragraphs (2), (3) or (4) of Section 409A(a) of the Code, the Company shall reimburse the Holder for interest and additional tax payable with respect to previously deferred compensation as provided in Section 409A(a)(1)(B) of the Code incurred by the Holder including a tax “gross-up” on account of Employee’s separation from service while Employee is a " specified employee" (as defined under Code Section 409A(a)(2)(B)(i) such reimbursement. Any such reimbursement and determined tax gross-up payment shall be calculated in good faith by the Company), any payment of "deferred compensation" (as defined under Treasury Regulation Section l .409A-l (b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-l(b)(3) through (b)(l2)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest Administrator and shall be paid within 15 days after by the end of the six:-month period beginning on Holder’s taxable year next following the date of such separation from service or, if earlier, within 15 days after Holder’s taxable year in which the Employee's deathrelated taxes are remitted to the taxing authority. Notwithstanding any other provision anything in the Plan to the contrary, in no event shall the Administrator exercise its discretion to accelerate the payment or settlement of the Units unless and to the extent that such accelerated payment or settlement is permissible under Treasury Regulation 1.409A-3(j)(4) or any payment successor provision. Each amount payable under this Agreement that constitutes “deferred compensation” as a dividend equivalent payment or as a payment upon vesting of the Units is designated as a separate identified payment for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.of the Code.

409A Savings Clause. The intent of the Parties is parties intend that payments and or benefits payable under this Agreement will not be exempt from or comply with subject to the additional tax imposed pursuant to Section 409A of the Internal Revenue Code of 1986, as amendedamended (“Section 409A”), and the regulations provisions of this Agreement shall be construed and guidance promulgated thereunder (collectively, “Code administered in accordance with such intent. To the extent such potential payments or benefits could become subject to Section 409A”) and, accordinglythe parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. If the parties are unable to agree on a mutually acceptable amendment, Company may, without Executive’s consent and in such manner as it deems appropriate or desirable, amend or modify this Agreement or delay the payment of any amounts hereunder to the maximum minimum extent permitted, necessary to meet the requirements of Section 409A. No provision of this Agreement shall be interpreted or construed to be in compliance therewith. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. To the extent that transfer any provision hereof is modified in order liability for failure to comply with Code the requirements of Section 409A, such modification shall be made in good faith and shall, 409A from Executive or any other individual to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. Company. In no event whatsoever shall the does Company be liable for guarantee any additional taxparticular tax consequences, interest outcome or penalty that may be imposed on Employee by Code Section 409A or damages for failing tax liability to comply with Code Section 409A. Notwithstanding anything herein to the contrary, a Executive. A termination of employment shall not be deemed to have occurred at the time such termination constitutes a “separation from service” within the meaning of Code Section 409A for purposes of any provision of this Agreement providing for the payment of any amounts or benefits in connection with upon or following a termination of employment and that unless such termination is subject to Code also 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 this Agreement,” “termination of employment” or like terms shall mean a “separation from service.” If a payment obligation under this Agreement arises on account For purposes of EmployeeSection 409A, Executive’s separation from service while Employee is a " specified employee" (as defined under Code Section 409A(a)(2)(B)(i) and determined in good faith by the Company), any payment of "deferred compensation" (as defined under Treasury Regulation Section l .409A-l (b)(1), after giving effect right to the exemptions in Treasury Regulation Sections 1.409A-l(b)(3) through (b)(l2)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and receive installment payments shall be paid within 15 days after the end treated as a right to receive a series of the six:-month period beginning on the date of such separation from service or, if earlier, within 15 days after the Employee's deathseparate and distinct payments. Notwithstanding any other provision to the contrary, in no event shall any Whenever a payment under this Agreement that constitutes “deferred compensation” for purposes specifies a payment period with reference to a number of Code Section 409A days, the actual date of payment within the specified period shall be subject within the sole discretion of Company. Payments made in accordance with Company’s standard payroll practices shall be made on each payroll date pursuant to offset by any other amount unless otherwise the payroll schedule in effect on the effective date of the Agreement or, in the event of a change in the payroll schedule, within 30 days after each such payroll date to the extent permitted by Code under Section 409A.