Common use of Application of Section 409A of the Code Clause in Contracts

Application of Section 409A of the Code. This Agreement is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and will in all respects be administered in accordance with section 409A of the Code. The issuance of Company Stock pursuant this Agreement is intended to be subject to a "substantial risk of forfeiture" under section 409A of the Code, and issued within the "short term deferral" exception under such statute following the lapse of the applicable forfeiture condition. Notwithstanding any provision in this Agreement to the contrary, if the Participant is a "specified employee" (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments otherwise payable under this Agreement to prevent any accelerated or additional tax under section 409A of the Code, then the Company will postpone the payment until five (5) days after the end of the six-month period following the original payment date. If the Participant dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code will be paid to the personal representative of the Participant's estate within sixty (60) days after the date of the Participant's death. The determination of who is a specified employee, including the number and identity of persons considered specified employees and the identification date, will be made by the Board of Directors or its delegate in accordance with the provisions of sections 416(i) and 409A of the Code. In no event will the Participant, directly or indirectly, designate the calendar year of distribution. This Agreement may be amended without the consent of the Participant in any respect deemed by the Committee or its delegate to be necessary in order to preserve compliance with section 409A of the Code.

Application of Section 409A of the Code. This Agreement is intended to comply with section Section 409A of the Internal Revenue Code of 1986, as amended (the "“Code") ”), and will in all respects be administered in accordance with section Section 409A of the Code. The issuance of Company Stock pursuant this Agreement is intended to be subject to a "“substantial risk of forfeiture" ” under section Section 409A of the Code, and issued within the "“short term deferral" ” exception under such statute following the lapse of the applicable forfeiture condition. Notwithstanding any provision in this Agreement to the contrary, if the Participant is a "“specified employee" ” (as defined in section Section 409A of the Code) and it is necessary to postpone the commencement of any payments otherwise payable under this Agreement to prevent any accelerated or additional tax under section Section 409A of the Code, then the Company will postpone the payment until five (5) days the first business day after the end of the six-month period following the original payment date. If the Participant dies during the postponement period prior to the payment of postponed amountamounts, then the amounts withheld on account of section Section 409A of the Code will be paid to the personal representative of the Participant's ’s estate within sixty thirty (6030) days after the date of the Participant's ’s death. The determination For purposes of who is a specified employee, including the number and identity of persons considered specified employees and the identification date, will be made by the Board of Directors or its delegate in accordance with the provisions of sections 416(i) and Section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event will the Participant, directly or indirectly, designate the calendar year of distributionpayment. This The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Agreement may be amended without the consent of the Participant in any respect deemed by the Committee or its delegate to be necessary in order to preserve maintain an exclusion from the application of, or to maintain compliance with section with, Section 409A of the Code, and the Participant hereby acknowledges and consents to such rights of the Committee.