Common use of 409A Savings Clause Clause in Contracts

409A Savings Clause. This Agreement and the Units granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement and the Units shall be administered, interpreted, and construed in a manner consistent with Section 409A of the Code. Should any provision of this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Administrator, and without the consent of the Holder, in such manner as the Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. If the Company or Administrator by its operation of the Plan or this Agreement 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 such reimbursement. Any such reimbursement and tax gross-up payment shall be calculated in good faith by the Administrator and shall be paid by the end of the Holder’s taxable year next following the Holder’s taxable year in which the related taxes are remitted to the taxing authority. Notwithstanding 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 successor provision. Each amount payable under this Agreement 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 Section 409A of the Code.

409A Savings Clause. This The intent of the Parties is that payments and benefits under this Agreement and the Units granted hereunder are intended to comply with, or otherwise will be exempt from, Section 409A of the Code. This Agreement and the Units shall be administered, interpreted, and construed in a manner consistent from or comply with Section 409A of the CodeInternal 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. Should 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 be found not providing for the payment of any amounts or benefits in connection with a termination of employment and that is subject to comply with, or otherwise be exempt from, the provisions of Code Section 409A and, for purposes of the Code, any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall be modified and given effect (retroactively if necessary), in the sole discretion of the Administrator, and without the consent of the Holder, in such manner as the Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. mean a “separation from service.” If the Company or Administrator by its operation of the Plan or 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 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 such reimbursement. Any such reimbursement and tax gross-up payment shall be calculated determined in good faith by the Administrator 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 by within 15 days after the end of the Holder’s taxable year next following six:-month period beginning on the Holder’s taxable year in which date of such separation from service or, if earlier, within 15 days after the related taxes are remitted to the taxing authorityEmployee's death. Notwithstanding anything in the Plan any other provision to the contrary, in no event shall the Administrator exercise its discretion to accelerate the any 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 successor provision. Each amount payable under this Agreement as a dividend equivalent payment or as a payment upon vesting or settlement of the Units is designated as a separate identified payment that constitutes “deferred compensation” for purposes of Code Section 409A of the Code.be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

409A Savings Clause. This Agreement and the Units granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement and the Units shall be administered, interpreted, and construed in a manner consistent with Section 409A of the Code. Should any provision of this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Administrator, and without the consent of the Holder, in such manner as the Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. If the Company or Administrator by its operation of the Plan or this Agreement 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-gross- up” on such reimbursement. Any such reimbursement and tax gross-up payment shall be calculated in good faith by the Administrator and shall be paid by the end of the Holder’s taxable year next following the Holder’s taxable year in which the related taxes are remitted to the taxing authority. Notwithstanding 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 successor provision. Each amount payable under this Agreement as a dividend equivalent payment Dividend Equivalent or as a payment upon vesting or settlement of the Units is designated as a separate identified payment for purposes of Section 409A of the Code.

409A Savings Clause. This The parties intend that payments or benefits payable under this Agreement and not be subject to the Units granted hereunder are intended additional tax imposed pursuant to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement Internal Revenue Code of 1986, as amended (“Section 409A”), and the Units provisions of this Agreement shall be administeredconstrued and administered in accordance with such intent. To the extent such potential payments or benefits could become subject to Section 409A, interpreted, and construed the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner consistent 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 minimum extent necessary to meet the requirements of Section 409A. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from Executive or any other individual to Company. In no event does Company guarantee any particular tax consequences, outcome or tax liability to Executive. A termination of the Code. Should employment shall not be deemed to have occurred for purposes of any provision of this Agreement be found not to comply with, providing for the payment of any amounts or otherwise be exempt from, benefits upon or following a termination of employment unless such termination is also a “separation from service” within the provisions meaning of Section 409A and, for purposes of the Code, any such provision of this Agreement, references to a “termination,” “termination of this Agreement,” “termination of employment” or like terms shall mean “separation from service.” For purposes of Section 409A, Executive’s right to receive installment payments shall be modified treated as a right to receive a series of separate and given effect (retroactively if necessary)distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, in the actual date of payment within the specified period shall be 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 the Administrator, and without payroll schedule in effect on the consent effective date of the HolderAgreement or, in such manner as the Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A event of the Code. If the Company or Administrator by its operation of the Plan or this Agreement 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 such reimbursement. Any such reimbursement and tax gross-up payment shall be calculated in good faith by the Administrator and shall be paid by the end of the Holder’s taxable year next following the Holder’s taxable year in which the related taxes are remitted to the taxing authority. Notwithstanding anything change in the Plan to the contrarypayroll schedule, in no event shall the Administrator exercise its discretion to accelerate the payment or settlement of the Units unless and within 30 days after each such payroll date to the extent that such accelerated payment or settlement is permissible permitted under Treasury Regulation 1.409A-3(j)(4) or any successor provision. Each amount payable under this Agreement 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 Section 409A of the Code.409A.

409A Savings Clause. This The intent of the parties is that payments and benefits under this Agreement and the Units granted hereunder are intended to comply with, or otherwise will be exempt from, Section 409A of the Code. This Agreement and the Units shall be administered, interpreted, and construed in a manner consistent from or comply with Section 409A of the CodeInternal 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. Should 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 be found not providing for the payment of any amounts or benefits in connection with a termination of employment and that is subject to comply with, or otherwise be exempt from, the provisions of Code Section 409A and, for purposes of the Code, any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall be modified and given effect (retroactively if necessary), in the sole discretion of the Administrator, and without the consent of the Holder, in such manner as the Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. mean a “separation from service.” If the Company or Administrator by its operation of the Plan or 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 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 such reimbursement. Any such reimbursement and tax gross-up payment shall be calculated determined in good faith by the Administrator 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 by within 15 days after the end of the Holder’s taxable year next following six:-month period beginning on the Holder’s taxable year in which date of such separation from service or, if earlier, within 15 days after the related taxes are remitted to the taxing authorityEmployee's death. Notwithstanding anything in the Plan any other provision to the contrary, in no event shall the Administrator exercise its discretion to accelerate the any 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 successor provision. Each amount payable under this Agreement as a dividend equivalent payment or as a payment upon vesting or settlement of the Units is designated as a separate identified payment that constitutes “deferred compensation” for purposes of Code Section 409A of the Code.be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

409A Savings Clause. This Agreement and the Restricted Units granted hereunder are intended to fit within the “short-term deferral” exemption from Section 409A of the 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, Section 409A of the Code. This Agreement and the Units shall be administered, interpreted, interpreted and construed in a manner consistent with Section 409A of the Code. Should any provision of this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Administrator, and without the consent of the Holder, in such manner as the Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. If the Company or Administrator by its operation of the Plan or this Agreement 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 such reimbursement. Any such reimbursement and tax gross-up payment shall be calculated in good faith by the Administrator and shall be paid by the end of the Holder’s taxable year next following the Holder’s taxable year in which the related taxes are remitted to the taxing authority. Notwithstanding 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 successor provision. Each amount payable under this Agreement 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 Section 409A of the Code. The payment of dividend equivalents under Section 4 of this Agreement shall be construed as earnings and the time and form of payment of such dividend equivalents shall be treated 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 section 409A of the Code, (I) distributions shall only be made in a manner and upon an event permitted under section 409A of the Code, (II) payments to be made upon a termination of employment shall only be made upon a “separation from service” under section 409A of the 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 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 Section 409A of the Code, the Agreement shall be administered so that any distribution shall be postponed for six months following the date of the Grantee’s separation from service, if required by section 409A of the Code. If a distribution is delayed pursuant to section 409A of the Code, the distribution shall be paid within 15 days after the end of the six-month period. If the Grantee dies during such six-month period, any postponed amounts shall be paid within 90 days of the Grantee’s death. Notwithstanding 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 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 section 409A of the Code, the Company does not represent or warrant that the Agreement complies with any provision of federal, state, local or other tax law.

409A Savings Clause. This Agreement and the Units granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement and the Units shall be administered, interpreted, and construed in a manner consistent with Section 409A of the Code. Should any provision of this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Administrator, and without the consent of the Holder, in such manner as the Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. If the Company or Administrator by its operation of the Plan or this Agreement 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 such reimbursement. Any such reimbursement and tax gross-up payment shall be calculated in good faith by the Administrator and shall be paid by the end of the Holder’s taxable year next following the Holder’s taxable year in which the related taxes are remitted to the taxing authority. Notwithstanding 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 successor provision. Each amount payable under this Agreement 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 Section 409A of the Code.