Common use of Amendment; Section 409A Clause in Contracts

Amendment; Section 409A. The Committee may from time to time amend the terms of this grant in accordance with the terms of the Plan in effect at the time of such amendment, but no amendment which is unfavorable to you can be made without your written consent. The Plan is of unlimited duration, but may be amended, terminated or discontinued by the Board of Directors of the Company at any time. However, no amendment, termination or discontinuance of the Plan will unfavorably affect this grant. Notwithstanding anything herein to the contrary, this Letter and the RSUs issued hereunder are intended not to be governed by or to be in compliance with Section 409A of the Code. To the extent applicable, this Letter and the RSUs shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding the foregoing, the Committee expressly reserves the right to amend the terms of the Plan and this grant with your consent which shall not be unreasonably withheld to the extent it determines that such amendment is necessary or desirable to comply with Section 409A of the Code, subject however to the right provided in your Employment Agreement to require the Company to make commercially reasonable adjustments requested by you in a manner which maintain the basic financial provisions of the Employment Agreement, for the purposes of avoiding the application of, or otherwise to comply with the provisions of, Section 409A of the Code. Notwithstanding anything in this Letter, in the event that you are deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and you are not “disabled” within the meaning of Section 409A(a)(2)(C) of the Code, no payments hereunder that are “deferred compensation” subject to Section 409A of the Code shall be made to you prior to the date that is six (6) months after the date of your “separation from service” (as defined in Section 409A of the Code) or, if earlier, the date of your death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. For purposes of Section 409A of the Code, each of the payments that may be made to you hereunder are designated as separate payments for purposes of Treasury Regulations Section 1.409A-1(b)(4)(i)(F), 1.409A-1(b)(9)(iii) and 1.409A-1(b)(9)(v)(B).

Amendment; Section 409A. The Committee (a) This Employment Agreement may from time be amended only by a written agreement signed by the parties hereto. In addition, to time the extent that any of the payments hereunder are or may be governed by Section 409A of the Code, the parties will work together in a commercially reasonable manner in good faith to amend any provisions as necessary for compliance or to avoid the terms imposition of taxes or penalties under Section 409A of the Code in a manner that maintains the basic financial provisions of this grant Employment Agreement. In this connection, each party will make any amendments or adjustments reasonably requested by the other party which satisfy the foregoing condition. (b) It is the intention of the Company and Xxxxxx that this Employment Agreement comply with the requirements of Section 409A of the Code, and this Employment Agreement will be interpreted in a manner intended to comply with Section 409A. All payments under this Employment Agreement are intended to be excluded from the requirements of Section 409A of the Code or be payable on a fixed date or schedule in accordance with the terms of the Plan in effect at the time of such amendment, but no amendment which is unfavorable to you can be made without your written consent. The Plan is of unlimited duration, but may be amended, terminated or discontinued by the Board of Directors of the Company at any time. However, no amendment, termination or discontinuance of the Plan will unfavorably affect this grant. Notwithstanding anything herein to the contrary, this Letter and the RSUs issued hereunder are intended not to be governed by or to be in compliance with Section 409A 409A(a)(2)(iv) of the Code. To the extent applicable, that reimbursements or in-kind benefits due to Xxxxxx under this Letter and the RSUs shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding the foregoing, the Committee expressly reserves the right to amend the terms of the Plan and this grant with your consent which shall not be unreasonably withheld to the extent it determines that such amendment is necessary or desirable to comply with Employment Agreement constitute “deferred compensation” under Section 409A of the Code, subject however any such reimbursements or in-kind benefits shall be paid to the right provided in your Employment Agreement to require the Company to make commercially reasonable adjustments requested by you Xxxxxx in a manner which maintain the basic financial provisions of the Employment Agreement, for the purposes of avoiding the application of, or otherwise to comply consistent with the provisions of, Treasury Regulations Section 409A of the Code. 1.409A-3(i)(1)(iv). (c) Notwithstanding anything in this LetterEmployment Agreement to the contrary, in the event that you are Xxxxxx is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and you are Xxxxxx is not “disabled” within the meaning of Section 409A(a)(2)(C) of the Code, no payments hereunder that are “deferred compensation” subject to Section 409A of the Code shall be made to you Xxxxxx prior to the date that is six (6) months after the date of your Xxxxxx’x “separation from service” (as defined in Section 409A of the Code) or, if earlier, the Xxxxxx’x date of your death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. For purposes of Section 409A of the Code, each of the payments that may be made to you hereunder under Sections 2 and 4 are designated as separate payments for purposes of Treasury Regulations Section 1.409A-1(b)(4)(i)(F), 1.409A-1(b)(9)(iii) and 1.409A-1(b)(9)(v)(B). (d) For purposes of this Employment Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A of the Code, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A of the Code. (e) Xxxxxx’x right to any deferred compensation, as defined under Section 409A of the Code, shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code.

Amendment; Section 409A. The Committee (a) This Employment Agreement may from time be amended only by a written agreement signed by the parties hereto. In addition, to time the extent that any of the payments hereunder are or may be governed by Section 409A of the Code, the parties will work together in a commercially reasonable manner in good faith to amend any provisions as necessary for compliance or to avoid the terms imposition of taxes or penalties under Section 409A of the Code in a manner that maintains the basic financial provisions of this grant Employment Agreement. In this connection, each party will make any amendments or adjustments reasonably requested by the other party which satisfy the foregoing condition. (b) It is the intention of the Company and Cxxxxx that this Employment Agreement comply with the requirements of Section 409A of the Code, and this Employment Agreement will be interpreted in a manner intended to comply with Section 409A. All payments under this Employment Agreement are intended to be excluded from the requirements of Section 409A of the Code or be payable on a fixed date or schedule in accordance with the terms of the Plan in effect at the time of such amendment, but no amendment which is unfavorable to you can be made without your written consent. The Plan is of unlimited duration, but may be amended, terminated or discontinued by the Board of Directors of the Company at any time. However, no amendment, termination or discontinuance of the Plan will unfavorably affect this grant. Notwithstanding anything herein to the contrary, this Letter and the RSUs issued hereunder are intended not to be governed by or to be in compliance with Section 409A 409A(a)(2)(iv) of the Code. To the extent applicable, that reimbursements or in-kind benefits due to Cxxxxx under this Letter and the RSUs shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding the foregoing, the Committee expressly reserves the right to amend the terms of the Plan and this grant with your consent which shall not be unreasonably withheld to the extent it determines that such amendment is necessary or desirable to comply with Employment Agreement constitute “deferred compensation” under Section 409A of the Code, subject however any such reimbursements or in-kind benefits shall be paid to the right provided in your Employment Agreement to require the Company to make commercially reasonable adjustments requested by you Cxxxxx in a manner which maintain the basic financial provisions of the Employment Agreement, for the purposes of avoiding the application of, or otherwise to comply consistent with the provisions of, Treasury Regulations Section 409A of the Code. 1.409A-3(i)(1)(iv). (c) Notwithstanding anything in this LetterEmployment Agreement to the contrary, in the event that you are Cxxxxx is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and you are Cxxxxx is not “disabled” within the meaning of Section 409A(a)(2)(C) of the Code, no payments hereunder that are “deferred compensation” subject to Section 409A of the Code shall be made to you Cxxxxx prior to the date that is six (6) months after the date of your Cxxxxx’x “separation from service” (as defined in Section 409A of the Code) or, if earlier, the Cxxxxx’x date of your death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. For purposes of Section 409A of the Code, each of the payments that may be made to you hereunder under Sections 2 and 4 are designated as separate payments for purposes of Treasury Regulations Section 1.409A-1(b)(4)(i)(F), 1.409A-1(b)(9)(iii) and 1.409A-1(b)(9)(v)(B). (d) For purposes of this Employment Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A of the Code, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A of the Code. (e) Cxxxxx’x right to any deferred compensation, as defined under Section 409A of the Code, shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code.

Amendment; Section 409A. The Committee (a) This Employment Agreement may from time be amended only by a written agreement signed by the parties hereto. In addition, to time the extent that any of the payments hereunder are or may be governed by Section 409A of the Code, the parties will work together in a commercially reasonable manner in good faith to amend any provisions as necessary for compliance or to avoid the terms imposition of taxes or penalties under Section 409A of the Code in a manner that maintains the basic financial provisions of this grant Employment Agreement. In this connection, each party will make any amendments or adjustments reasonably requested by the other party which satisfy the foregoing condition. (b) It is the intention of the Company and Xxxxxx that this Employment Agreement complies with the requirements of Section 409A of the Code, and this Employment Agreement will be interpreted in a manner intended to comply with Section 409A. All payments under this Employment Agreement are intended to be excluded from the requirements of Section 409A of the Code or be payable on a fixed date or schedule in accordance with the terms of the Plan in effect at the time of such amendment, but no amendment which is unfavorable to you can be made without your written consent. The Plan is of unlimited duration, but may be amended, terminated or discontinued by the Board of Directors of the Company at any time. However, no amendment, termination or discontinuance of the Plan will unfavorably affect this grant. Notwithstanding anything herein to the contrary, this Letter and the RSUs issued hereunder are intended not to be governed by or to be in compliance with Section 409A 409A(a)(2)(iv) of the Code. To the extent applicable, that reimbursements or in-kind benefits due to Xxxxxx under this Letter and the RSUs shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding the foregoing, the Committee expressly reserves the right to amend the terms of the Plan and this grant with your consent which shall not be unreasonably withheld to the extent it determines that such amendment is necessary or desirable to comply with Employment Agreement constitute “deferred compensation” under Section 409A of the Code, subject however any such reimbursements or in-kind benefits shall be paid to the right provided in your Employment Agreement to require the Company to make commercially reasonable adjustments requested by you Xxxxxx in a manner which maintain the basic financial provisions of the Employment Agreement, for the purposes of avoiding the application of, or otherwise to comply consistent with the provisions of, Treasury Regulations Section 409A of the Code. 1.409A-3(i)(1)(iv). (c) Notwithstanding anything in this LetterEmployment Agreement to the contrary, in the event that you are Xxxxxx is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and you are Xxxxxx is not “disabled” within the meaning of Section 409A(a)(2)(C) of the Code, no payments hereunder that are “deferred compensation” subject to Section 409A of the Code shall be made to you Xxxxxx prior to the date that is six (6) months after the date of your Xxxxxx’x “separation from service” (as defined in Section 409A of the Code) or, if earlier, the Xxxxxx’x date of your death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. For purposes of applying Section 409A of the Code to this Employment Agreement each separately identified amount or payment to which Xxxxxx is entitled under this Employment Agreement, including without limit those provided or which may be made under Sections 2 and 4 hereof, shall be treated as a separate payment and, to the extent possible under Section 409A of the Code, each any series of the installment payments that may under this Employment Agreement shall be made treated as a right to you hereunder are designated as a series of separate payments payments, including for all purposes of Treasury Regulations Section 1.409A-1(b)(4)(i)(F1.409A- 1(b)(4)(i)(F), 1.409A-1(b)(9)(iii) and 1.409A-1(b)(9)(v)(B). (d) For purposes of this Employment Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A of the Code, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A of the Code. (e) Xxxxxx’x right to any deferred compensation, as defined under Section 409A of the Code, shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code. (f) Notwithstanding the foregoing, the Company does not make any representation to Xxxxxx that the payment of any amounts or benefits provided under this Employment Agreement are exempt from, or satisfy, the requirements of Section 409A of the Code, and the Company shall have no liability or other obligation to indemnify or hold harmless Xxxxxx or any beneficiary of Xxxxxx for any tax, additional tax, interest or penalties that Xxxxxx or any beneficiary of Xxxxxx may incur in the event that any provision of this Employment Agreement, or any amendment or modification hereof or thereof or any other action take with respect thereto is deemed to violate any of the requirements of Section 409A of the Code.