Common use of Application of Internal Revenue Code Section 409A Clause in Contracts

Application of Internal Revenue Code Section 409A. The parties intend that any compensation, benefits and other amounts payable or provided to Executive under this Agreement be paid or provided in a manner that is either exempt from, or in compliance with, Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended from time to time and related rules, regulations and Treasury pronouncements (together, “Section 409A”) such that there will be no adverse tax consequences, interest, or penalties for Executive under Section 409A as a result of the payments and benefits so paid or provided to him. The parties agree to modify this Agreement, or the timing (but not the amount) of the payment hereunder of severance or other compensation, or both, to the extent necessary to comply with and to the extent permissible under Section 409A. In addition, notwithstanding anything to the contrary contained in any other provision of this Agreement, the payments and benefits to be provided Executive under this Agreement shall be subject to the provisions set forth below. (i) The date of Executive’s “separation from service,” as defined in the regulations issued under Section 409A, shall be treated as Executive’s date of termination of employment for purpose of determining the time of payment of any severance that becomes payable to Executive pursuant to Section 6 upon the termination of Executive’s employment and that is deemed to be nonqualified deferred compensation for purposes of Section 409A. To the extent that any severance payable to Executive pursuant to Section 6 constitutes nonqualified deferred compensation within the meaning of Section 409A, such amounts shall not commence on the Payment Date, and instead, the first installment shall not be paid until the sixtieth (60th) day following Executive’s separation from service to the extent necessary to avoid adverse tax consequences under Section 409A; provided, that such first installment shall be in an amount equal to the amount of the installments to which Executive would have been paid on the Company’s regular paydays prior to the sixtieth (60th) day following Executive’s separation from service had such installments not been delayed pursuant to this Section 20(b). Any remaining payments due under this Agreement that are not required to be delayed pursuant to the preceding sentence will be paid as scheduled as otherwise provided in the Agreement. (ii) Notwithstanding any provision in this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A at the time of his “separation from service” within the meaning of Section 409A, then any payment otherwise required to be made to him under this Agreement on account of his separation from service, to the extent such payment (after taking in to account all exclusions applicable to such payment under Section 409A) is properly treated as nonqualified deferred compensation subject to Section 409A, shall not be made until the first (1st) business day after: (i) the expiration of six (6) months from the date of Executive’s separation from service, or (ii) if earlier, the date of Executive’s death. Any remaining payments due under this Agreement that are not required to be delayed pursuant to the preceding sentence will be paid as scheduled as otherwise provided in the Agreement. (iii) In the case of any amounts that are payable to Executive under this Agreement, Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments under Section 409A. (iv) To the extent that the reimbursement of any expenses or the provision of any in-kind benefits pursuant to this Agreement is subject to Section 409A: (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided hereunder during any one calendar year shall not affect the amount of such expenses eligible for reimbursement or in-kind benefits to be provided hereunder in any other calendar year; provided, however, that the foregoing shall not apply to any limit on the amount of any expenses incurred by Executive that may be reimbursed or paid under the terms of the Company’s medical plan, if such limit is imposed on all similarly situated participants in such plan; (ii) all such expenses eligible for reimbursement hereunder shall be paid to Executive as soon as administratively practicable after any documentation required for reimbursement for such expenses has been submitted, but in any event by no later than December 31 of the calendar year following the calendar year in which such expenses were incurred; and (iii) Executive’s right to receive any such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for any other benefit.

Application of Internal Revenue Code Section 409A. The parties intend that any compensation, (i) All payments and benefits and other amounts payable or provided to Executive under this Agreement are intended to be paid or provided in a manner that is either exempt from, or in compliance accordance with, Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986Section 409A, and the Agreement is to be interpreted accordingly. Each installment payment is intended to constitute a separate benefit and terms such as “employment termination,” “termination from employment” or like terms are intended to constitute a Separation from Service, as amended defined below. To the extent exempt from time to time and related rules, regulations and Treasury pronouncements (together, “Code Section 409A”) such that there will , payments are intended to be exempt under the short term deferral exemption or partially exempt under the involuntary separation pay plan exemption. Notwithstanding the forgoing, Chemical has no adverse tax consequencesresponsibility for any taxes, interest, penalties or penalties for interest incurred by Executive under Section 409A as a result of the in connection with payments and benefits so paid or provided to him. The parties agree to modify under this Agreement, or the including any imposed by Code Section 409A. (ii) Despite other payment timing (but not the amount) of the payment hereunder of severance or other compensation, or both, to the extent necessary to comply with and to the extent permissible under Section 409A. In addition, notwithstanding anything to the contrary contained provisions in any other provision of this Agreement, the any payments and benefits to be provided Executive under this Agreement shall be Section 6 that constitute nonqualified deferred compensation that are subject to the provisions set forth below. (i) The date of Code Section 409A, shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service,” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”). However, if Chemical determines that the regulations issued under Severance is subject to Code Section 409A, shall be treated and Executive is a “Specified Employee” (as Executive’s date of termination of employment for purpose of determining defined under Code Section 409A) at the time of payment of any severance that becomes payable to Executive pursuant to Section 6 upon the termination of Executive’s employment and that is deemed to be nonqualified deferred compensation for purposes of Section 409A. To the extent that any severance payable to Executive pursuant to Section 6 constitutes nonqualified deferred compensation within the meaning of Section 409ASeparation from Service, such amounts shall not commence on the Payment Datethen, and instead, the first installment shall not be paid until the sixtieth (60th) day following Executive’s separation from service solely to the extent necessary to avoid adverse tax consequences to Executive under Section 409A; provided, that such first installment shall be in an amount equal to the amount of the installments to which Executive would have been paid on the Company’s regular paydays prior to the sixtieth (60th) day following Executive’s separation from service had such installments not been delayed pursuant to this Section 20(b). Any remaining payments due under this Agreement that are not required to be delayed pursuant to the preceding sentence will be paid as scheduled as otherwise provided in the Agreement. (ii) Notwithstanding any provision in this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A at the time of his “separation from service” within the meaning of Code Section 409A, then any payment otherwise required to the timing of the Severance payments shall be made to him under this Agreement on account of his separation from service, to the extent such payment (after taking in to account all exclusions applicable to such payment under Section 409A) is properly treated as nonqualified deferred compensation subject to Section 409A, shall not be made delayed until the first (1st) business day afterearlier to occur of: (i) the expiration of date that is six (6) months and one (1) day after Executive’s Separation from Service, or (ii) the date of Executive’s separation from service, or death (ii) if earliersuch applicable date, the date “Specified Employee Initial Payment Date”), and Chemical (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of Executive’s death. Any remaining the Severance payments due under this Agreement that are Executive otherwise would have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance had not required to be been so delayed pursuant to this Section, and (B) commence paying the preceding sentence will be paid as scheduled as otherwise provided balance of the Severance in accordance with the applicable payment schedules set forth in this Agreement. (iii) In the case of any amounts that are payable to Executive under this Agreement, Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments under Section 409A. (iv) To the extent that the reimbursement of any expenses or the provision of any in-kind benefits pursuant to this Agreement is subject to Section 409A: (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided hereunder during any one calendar year shall not affect the amount of such expenses eligible for reimbursement or in-kind benefits to be provided hereunder in any other calendar year; provided, however, that the foregoing shall not apply to any limit on the amount of any expenses incurred by Executive that may be reimbursed or paid under the terms of the Company’s medical plan, if such limit is imposed on all similarly situated participants in such plan; (ii) all such expenses eligible for reimbursement hereunder shall be paid to Executive as soon as administratively practicable after any documentation required for reimbursement for such expenses has been submitted, but in any event by no later than December 31 of the calendar year following the calendar year in which such expenses were incurred; and (iii) Executive’s right to receive any such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for any other benefit.

Application of Internal Revenue Code Section 409A. The parties intend that any compensation, (i) All payments and benefits and other amounts payable or provided to Executive under this Agreement are intended to be paid or provided in a manner that is either exempt from, or in compliance accordance with, Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986Section 409A, and the Agreement is to be interpreted accordingly. Each installment payment is intended to constitute a separate benefit and terms such as “employment termination,” “termination from employment” or like terms are intended to constitute a Separation from Service, as amended defined below. To the extent exempt from time to time and related rules, regulations and Treasury pronouncements (together, “Code Section 409A”) such that there will , payments are intended to be exempt under the short term deferral exemption or partially exempt under the involuntary separation pay plan exemption. Notwithstanding the forgoing, Chemical has no adverse tax consequencesresponsibility for any taxes, interest, penalties or penalties for interest incurred by Executive under Section 409A as a result of the in connection with payments and benefits so paid or provided to him. The parties agree to modify under this Agreement, or the including any imposed by Code Section 409A. (ii) Despite other payment timing (but not the amount) of the payment hereunder of severance or other compensation, or both, to the extent necessary to comply with and to the extent permissible under Section 409A. In addition, notwithstanding anything to the contrary contained provisions in any other provision of this Agreement, the any payments and benefits to be provided Executive under this Agreement shall be Section 6 that constitute nonqualified deferred compensation that are subject to the provisions set forth below. (i) The date of Code Section 409A, shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service,” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (a “Separation From Service). However, if Chemical determines that the regulations issued under Severance is subject to Code Section 409A, shall be treated and Executive is a “Specified Employee” (as Executive’s date of termination of employment for purpose of determining defined under Code Section 409A) at the time of payment of any severance that becomes payable to Executive pursuant to Section 6 upon the termination of Executive’s employment and that is deemed to be nonqualified deferred compensation for purposes of Section 409A. To the extent that any severance payable to Executive pursuant to Section 6 constitutes nonqualified deferred compensation within the meaning of Section 409ASeparation from Service, such amounts shall not commence on the Payment Datethen, and instead, the first installment shall not be paid until the sixtieth (60th) day following Executive’s separation from service solely to the extent necessary to avoid adverse tax consequences to Executive under Section 409A; provided, that such first installment shall be in an amount equal to the amount of the installments to which Executive would have been paid on the Company’s regular paydays prior to the sixtieth (60th) day following Executive’s separation from service had such installments not been delayed pursuant to this Section 20(b). Any remaining payments due under this Agreement that are not required to be delayed pursuant to the preceding sentence will be paid as scheduled as otherwise provided in the Agreement. (ii) Notwithstanding any provision in this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A at the time of his “separation from service” within the meaning of Code Section 409A, then any payment otherwise required to the timing of the Severance payments shall be made to him under this Agreement on account of his separation from service, to the extent such payment (after taking in to account all exclusions applicable to such payment under Section 409A) is properly treated as nonqualified deferred compensation subject to Section 409A, shall not be made delayed until the first (1st) business day afterearlier to occur of: (i) the expiration of date that is six (6) months from and one (1) day after Executive’s Separation From Service, or (ii) the date of Executive’s separation from service, or death (ii) if earliersuch applicable date, the date “Specified Employee Initial Payment Date”), and Chemical (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of Executive’s death. Any remaining the Severance payments due under this Agreement that are Executive otherwise would have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance had not required to be been so delayed pursuant to this Section, and (B) commence paying the preceding sentence will be paid as scheduled as otherwise provided balance of the Severance in accordance with the applicable payment schedules set forth in this Agreement. (iii) In the case of any amounts that are payable to Executive under this Agreement, Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments under Section 409A. (iv) To the extent that the reimbursement of any expenses or the provision of any in-kind benefits pursuant to this Agreement is subject to Section 409A: (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided hereunder during any one calendar year shall not affect the amount of such expenses eligible for reimbursement or in-kind benefits to be provided hereunder in any other calendar year; provided, however, that the foregoing shall not apply to any limit on the amount of any expenses incurred by Executive that may be reimbursed or paid under the terms of the Company’s medical plan, if such limit is imposed on all similarly situated participants in such plan; (ii) all such expenses eligible for reimbursement hereunder shall be paid to Executive as soon as administratively practicable after any documentation required for reimbursement for such expenses has been submitted, but in any event by no later than December 31 of the calendar year following the calendar year in which such expenses were incurred; and (iii) Executive’s right to receive any such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for any other benefit.

Application of Internal Revenue Code Section 409A. The parties intend that any compensation, benefits and other amounts payable or provided to Executive under this Agreement be paid or provided in a manner that is either exempt from, or in compliance with, Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended from time to time and related rules, regulations and Treasury pronouncements (together, “Section 409A”a) such that there will be no adverse tax consequences, interest, or penalties for Executive under Section 409A as a result of the payments and benefits so paid or provided to him. The parties agree to modify this Agreement, or the timing (but not the amount) of the payment hereunder of severance or other compensation, or both, to the extent necessary to comply with and to the extent permissible under Section 409A. In addition, notwithstanding Notwithstanding anything to the contrary contained in any other provision of this Agreement, the payments and benefits to be provided Executive under this Agreement shall be subject to the provisions set forth below. (i) The date of Executive’s “separation from service,” as defined in the regulations issued under Section 409A, shall be treated as Executive’s date of termination of employment for purpose of determining the time of payment of any severance that becomes payable to Executive pursuant to Section 6 upon the termination of Executive’s employment and that is deemed to be nonqualified deferred compensation for purposes of Section 409A. To the extent that any severance payable to Executive pursuant to Section 6 constitutes nonqualified deferred compensation within the meaning of Section 409A, such amounts shall not commence on the Payment Date, and instead, the first installment shall not be paid until the sixtieth (60th) day following Executive’s separation from service to the extent necessary to avoid adverse tax consequences under Section 409A; provided, that such first installment shall be in an amount equal to the amount of the installments to which Executive would have been paid on the Company’s regular paydays prior to the sixtieth (60th) day following Executive’s separation from service had such installments not been delayed pursuant to this Section 20(b). Any remaining payments due under this Agreement that are not required to be delayed pursuant to the preceding sentence will be paid as scheduled as otherwise provided in the Agreement. (ii) Notwithstanding any provision in this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) at the time of his Executive’s termination (other than due to death), then the severance payable to the Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “separation from service” Deferred Compensation Separation Benefits”) that are payable within the meaning of Section 409A, then any payment otherwise required to be made to him under this Agreement on account of his separation from service, to the extent such payment (after taking in to account all exclusions applicable to such payment under Section 409A) is properly treated as nonqualified deferred compensation subject to Section 409A, shall not be made until the first (1st) business day after: (i) the expiration of six (6) months from following Executive’s termination of employment shall become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, shall be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if earlier, the date of Executive dies following Executive’s death. Any remaining payments due under this Agreement that are not required to be delayed pursuant termination but prior to the preceding sentence will be paid as scheduled as otherwise provided six (6) month anniversary of the separation, then any payments delayed in the Agreement. (iii) In the case of any amounts that are payable to Executive under accordance with this Agreement, Executive’s right to receive such payments paragraph shall be treated as payable in a right to receive a series of separate payments under Section 409A. (iv) To the extent that the reimbursement of any expenses or the provision of any in-kind benefits pursuant to this Agreement is subject to Section 409A: (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided hereunder during any one calendar year shall not affect the amount of such expenses eligible for reimbursement or in-kind benefits to be provided hereunder in any other calendar year; provided, however, that the foregoing shall not apply to any limit on the amount of any expenses incurred by Executive that may be reimbursed or paid under the terms of the Company’s medical plan, if such limit is imposed on all similarly situated participants in such plan; (ii) all such expenses eligible for reimbursement hereunder shall be paid to Executive lump sum as soon as administratively practicable after any documentation required the date of Executive’s death and all other Deferred Compensation Separation Benefits shall be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute separate payments for reimbursement for such expenses has been submitted, but in any event by no later than December 31 purposes of Section 1.409A-2(b)(2) of the calendar year following Treasury Regulations. For purposes of this paragraph, any amount paid under this Agreement that satisfies the calendar year requirements of the “short-term deferral” rule set forth in which such expenses were incurred; and (iiiSection 1.409A-1(b)(4) Executive’s right to receive any such reimbursements or in-kind benefits of the Treasury Regulations shall not be subject to liquidation or exchange for any other benefit.constitute Deferred

Application of Internal Revenue Code Section 409A. The parties intend that any compensation, benefits and other amounts payable or provided to Executive under this This Agreement be paid or provided in a manner that is either exempt from, or in compliance with, Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended from time to time and related rules, regulations and Treasury pronouncements (together, “Section 409A”) such that there will be no adverse tax consequences, interest, or penalties for Executive under Section 409A as a result of the payments and benefits so paid or provided to him. The parties agree to modify this Agreement, or the timing (but not the amount) of the payment hereunder of severance or other compensation, or both, to the extent necessary intended to comply with Section 409A of the United States Internal Revenue Code, or an exemption thereunder and to the extent permissible under will be construed and administered in accordance with Section 409A. In addition409A, notwithstanding anything to the contrary contained in as amended. Notwithstanding any other provision of this Agreement, the payments and benefits to be provided Executive under this Agreement shall may only be subject made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A to the provisions set forth below. (i) The date of Executive’s “separation from service,” as defined in the regulations issued under Section 409A, shall be treated as Executive’s date of termination of employment for purpose of determining the time of payment of any severance that becomes payable to Executive pursuant to Section 6 upon the termination of Executive’s employment and that is deemed to be nonqualified deferred compensation for maximum extent possible. For purposes of Section 409A. To the extent that any severance payable to Executive pursuant to Section 6 constitutes nonqualified deferred compensation within the meaning of Section 409A, each installment payment provided under this Agreement will be treated as a separate payment. Neither you nor the Company shall have the right to accelerate or defer the delivery of any such amounts shall not commence on the Payment Date, and instead, the first installment shall not be paid until the sixtieth (60th) day following Executive’s separation from service payments or benefits except to the extent necessary specifically permitted or required by Section 409A. Any payments to avoid adverse tax consequences under Section 409A; provided, that such first installment shall be in an amount equal to the amount of the installments to which Executive would have been paid on the Company’s regular paydays prior to the sixtieth (60th) day following Executive’s separation from service had such installments not been delayed pursuant to this Section 20(b). Any remaining payments due made under this Agreement that are not required to upon a termination of employment will only be delayed pursuant to the preceding sentence will be paid as scheduled as otherwise provided in the Agreement. (ii) Notwithstanding any provision made upon a separation from service” under Section 409A. Anything in this Agreement to the contrarycontrary notwithstanding, payments to be made under this Agreement upon termination of your employment which are subject to 409A (“409A Payments”) shall be delayed for six months following such termination of employment if Executive is you are a “specified employee” within the meaning of Section 409A at the time of his “separation from service” within the meaning of Section 409A, then any payment otherwise required to be made to him under this Agreement on account of his separation from service, to the extent such payment (after taking in to account all exclusions applicable to such payment as defined under Section 409A209A) is properly treated as nonqualified deferred compensation subject to Section 409A, shall not be made until the first (1st) business day after: (i) the expiration of six (6) months from on the date of Executive’s separation from service, or (ii) if earlier, the date termination of Executive’s deathemployment. Any remaining payments 409A Payment due under this Agreement that are not required to within such six-month period shall be delayed pursuant to the preceding sentence end of such six-month period. Payment with respect to reimbursement of business expenses will be paid as scheduled as otherwise provided made in the Agreement. (iii) In ordinary course in accordance with the case Company’s procedures and, in any case, on or before the last day of any amounts that are payable to Executive under this Agreement, Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments under Section 409A. (iv) To the extent that calendar year following the reimbursement of any expenses or year in which the provision of any in-kind benefits pursuant to this Agreement relevant expense is subject to Section 409A: (i) the incurred. The amount of such expenses eligible for reimbursement, reimbursement or in-kind benefits to be provided hereunder during any one a calendar year shall may not affect the amount of such expenses eligible for reimbursement or in-kind benefits to be provided hereunder in any other calendar year; provided, however, that the foregoing shall not apply to any limit on the amount of any expenses incurred by Executive that may be reimbursed or paid under the terms of the Company’s medical plan, if such limit is imposed on all similarly situated participants in such plan; (ii) all such expenses eligible for reimbursement hereunder shall be paid to Executive as soon as administratively practicable after any documentation required for reimbursement for such expenses has been submitted, but in any event by no later than December 31 of the calendar year following the calendar year in which such expenses were incurred; and (iii) Executive’s . The right to receive any such reimbursements reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event will the Company be liable for all or any portion of any taxes, penalties, interest or other benefit.expenses that may be incurred by you on account of non-compliance with Section 409A.

Application of Internal Revenue Code Section 409A. The parties intend that any compensation, benefits and other amounts payable or provided to Executive under this Agreement be paid or provided in a manner that is either exempt from, or in compliance with, Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended from time to time and related rules, regulations and Treasury pronouncements (together, “"Section 409A”") such that there will be no adverse tax consequences, interest, or penalties for Executive under Section 409A as a result of the payments and benefits so paid or provided to him. The parties agree to modify this Agreement, or the timing (but not the amount) of the payment hereunder of severance or other compensation, or both, to the extent necessary to comply with and to the extent permissible under Section 409A. In addition, notwithstanding anything to the contrary contained in any other provision of this Agreement, the payments and benefits to be provided Executive under this Agreement shall be subject to the provisions set forth below. (i) The date of Executive’s “'s "separation from service,” " as defined in the regulations issued under Section 409A, shall be treated as Executive’s 's date of termination of employment for purpose of determining the time of payment of any severance that becomes payable to Executive pursuant to Section 6 upon the termination of Executive’s 's employment and that is deemed to be nonqualified deferred compensation for purposes of Section 409A. To the extent that any severance payable to Executive pursuant to Section 6 constitutes nonqualified deferred compensation within the meaning of Section 409A, such amounts shall not commence on the Payment Date, and instead, the first installment shall not be paid until the sixtieth (60th) day following Executive’s 's separation from service to the extent necessary to avoid adverse tax consequences under Section 409A; provided, that such first installment shall be in an amount equal to the amount of the installments to which Executive would have been paid on the Company’s 's regular paydays prior to the sixtieth (60th) day following Executive’s 's separation from service had such installments not been delayed pursuant to this Section 20(b). Any remaining payments due under this Agreement that are not required to be delayed pursuant to the preceding sentence will be paid as scheduled as otherwise provided in the Agreement. (ii) Notwithstanding any provision in this Agreement to the contrary, if Executive is a “"specified employee” " within the meaning of Section 409A at the time of his “her "separation from service” " within the meaning of Section 409A, then any payment otherwise required to be made to him under this Agreement on account of his her separation from service, to the extent such payment (after taking in to account all exclusions applicable to such payment under Section 409A) is properly treated as nonqualified deferred compensation subject to Section 409A, shall not be made until the first (1st) business day after: (i) the expiration of six (6) months from the date of Executive’s 's separation from service, or (ii) if earlier, the date of Executive’s 's death. Any remaining payments due under this Agreement that are not required to be delayed pursuant to the preceding sentence will be paid as scheduled as otherwise provided in the Agreement. (iii) In the case of any amounts that are payable to Executive under this Agreement, Executive’s 's right to receive such payments shall be treated as a right to receive a series of separate payments under Section 409A. (iv) To the extent that the reimbursement of any expenses or the provision of any in-kind benefits pursuant to this Agreement is subject to Section 409A: (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided hereunder during any one calendar year shall not affect the amount of such expenses eligible for reimbursement or in-kind benefits to be provided hereunder in any other calendar year; provided, however, that the foregoing shall not apply to any limit on the amount of any expenses incurred by Executive that may be reimbursed or paid under the terms of the Company’s 's medical plan, if such limit is imposed on all similarly situated participants in such plan; (ii) all such expenses eligible for reimbursement hereunder shall be paid to Executive as soon as administratively practicable after any documentation required for reimbursement for such expenses has been submitted, but in any event by no later than December 31 of the calendar year following the calendar year in which such expenses were incurred; and (iii) Executive’s 's right to receive any such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for any other benefit.

Application of Internal Revenue Code Section 409A. The parties intend that any compensation, benefits and other amounts payable or provided to Executive under this This Agreement be paid or provided in a manner that is either exempt from, or in compliance with, Sxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended from time to time and related rules, regulations and Treasury pronouncements (together, “Section 409A”) such that there will be no adverse tax consequences, interest, or penalties for Executive under Section 409A as a result of the payments and benefits so paid or provided to him. The parties agree to modify this Agreement, or the timing (but not the amount) of the payment hereunder of severance or other compensation, or both, to the extent necessary intended to comply with Section 409A of the United States Internal Revenue Code, or an exemption thereunder and to the extent permissible under will be construed and administered in accordance with Section 409A. In addition409A, notwithstanding anything to the contrary contained in as amended. Notwithstanding any other provision of this Agreement, the payments and benefits to be provided Executive under this Agreement shall may only be subject made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A to the provisions set forth below. (i) The date maximum extent possible. For purposes of Executive’s Section 409A, each installment payment provided under this Agreement will be treated as a separate payment. Neither you nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. Any payments to be made under this Agreement upon a termination of employment will only be made upon a “separation from service,” as defined in the regulations issued under Section 409A, shall be treated as Executive’s date of termination of employment for purpose of determining the time of payment of any severance that becomes payable to Executive pursuant to Section 6 upon the termination of Executive’s employment and that is deemed to be nonqualified deferred compensation for purposes of Section 409A. To the extent that any severance payable to Executive pursuant to Section 6 constitutes nonqualified deferred compensation within the meaning of Section 409A, such amounts shall not commence on the Payment Date, and instead, the first installment shall not be paid until the sixtieth (60th) day following Executive’s separation from service to the extent necessary to avoid adverse tax consequences under Section 409A; provided, that such first installment shall be in an amount equal to the amount of the installments to which Executive would have been paid on the Company’s regular paydays prior to the sixtieth (60th) day following Executive’s separation from service had such installments not been delayed pursuant to this Section 20(b). Any remaining payments due under this Agreement that are not required to be delayed pursuant to the preceding sentence will be paid as scheduled as otherwise provided in the Agreement. (ii) Notwithstanding any provision Anything in this Agreement to the contrarycontrary notwithstanding, payments to be made under this Agreement upon termination of your employment which are subject to 409A (“409A Payments”) shall be delayed for six months following such termination of employment if Executive is you are a “specified employee” within the meaning of Section 409A at the time of his “separation from service” within the meaning of Section 409A, then any payment otherwise required to be made to him under this Agreement on account of his separation from service, to the extent such payment (after taking in to account all exclusions applicable to such payment as defined under Section 409A209A) is properly treated as nonqualified deferred compensation subject to Section 409A, shall not be made until the first (1st) business day after: (i) the expiration of six (6) months from on the date of Executive’s separation from service, or (ii) if earlier, the date termination of Executive’s deathemployment. Any remaining payments 409A Payment due under this Agreement that are not required to within such six-month period shall be delayed pursuant to the preceding sentence end of such six-month period. Payment with respect to reimbursement of business expenses will be paid as scheduled as otherwise provided made in the Agreement. (iii) In ordinary course in accordance with the case Company’s procedures and, in any case, on or before the last day of any amounts that are payable to Executive under this Agreement, Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments under Section 409A. (iv) To the extent that calendar year following the reimbursement of any expenses or year in which the provision of any in-kind benefits pursuant to this Agreement relevant expense is subject to Section 409A: (i) the incurred. The amount of such expenses eligible for reimbursement, reimbursement or in-kind benefits to be provided hereunder during any one a calendar year shall may not affect the amount of such expenses eligible for reimbursement or in-kind benefits to be provided hereunder in any other calendar year; provided, however, that the foregoing shall not apply to any limit on the amount of any expenses incurred by Executive that may be reimbursed or paid under the terms of the Company’s medical plan, if such limit is imposed on all similarly situated participants in such plan; (ii) all such expenses eligible for reimbursement hereunder shall be paid to Executive as soon as administratively practicable after any documentation required for reimbursement for such expenses has been submitted, but in any event by no later than December 31 of the calendar year following the calendar year in which such expenses were incurred; and (iii) Executive’s . The right to receive any such reimbursements reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event will the Company be liable for all or any portion of any taxes, penalties, interest or other benefit.expenses that may be incurred by you on account of non-compliance with Section 409A.