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

Application of Section 409A of the Code. The parties intend that the delivery of Shares in respect of the Units provided under this Agreement satisfies, to the greatest extent possible, the exemption from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Section 1.409A-1(b)(4) (or any other applicable exemption), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, the delivery of Shares in respect of the Units provided under this Agreement will be conducted, and this Agreement will be construed, in a manner that complies with Section 409A and is consistent with the requirements for avoiding taxes or penalties under Section 409A. The parties further intend that each installment of any payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). To the extent that (a) one or more of the payments received or to be received by Grantee pursuant to this Agreement would constitute deferred compensation subject to the requirements of Section 409A, and (b) Grantee is a “specified employee” within the meaning of Section 409A, then solely to the extent necessary to avoid the imposition of any additional taxes or penalties under Section 409A, the commencement of any payments under this Agreement will be deferred until the date that is six months following the Grantee’s termination of Continuous Service (or, if earlier, the date of death of the Grantee) and will instead be paid on the date that immediately follows the end of such six-month period (or death) or as soon as administratively practicable within thirty (30) days thereafter. The Company makes no representations to Grantee regarding the compliance of this Agreement or the Units with Section 409A, and Grantee is solely responsible for the payment of any taxes or penalties arising under Section 409A(a)(1), or any state law of similar effect, with respect to the grant or vesting of the Units or the delivery of the Shares hereunder.

Application of Section 409A of the Code. The parties intend that the delivery of Shares in respect of the Units provided under this Agreement satisfies, to the greatest extent possible, the exemption from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Section 1.409A-1(b)(4) (or any other applicable exemption), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, the delivery of Shares in respect of the Units provided under this Agreement will be conducted, and this Agreement will be construed, in a manner that complies with Section 409A and is consistent with the requirements for avoiding taxes or penalties under Section 409A. The parties further intend that each installment of any payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). 409A. To the extent that (a) one or more of the payments received or to be received by Grantee pursuant to this Agreement would constitute deferred compensation subject to the requirements of Section 409A, and (b) Grantee is a “specified employee” within the meaning of Section 409A, then solely to the extent necessary to avoid the imposition of any additional taxes or penalties under Section 409A, the commencement of any payments under this Agreement will be deferred until the date that is six months following the Grantee’s termination of Continuous Service (or, if earlier, the date of death of the Grantee) and will instead be paid on the date that immediately follows the end of such six-month period (or death) or as soon as administratively practicable within thirty (30) days thereafter. The Company makes no representations to Grantee regarding the compliance of this Agreement or the Units with Section 409A, and Grantee is solely responsible for the payment of any taxes or penalties arising under Section 409A(a)(1), or any state law of similar effect, with respect to the grant or vesting of the Units or the delivery of the Shares hereunder.

Application of Section 409A of the Code. (a) The parties intend that the delivery of Shares or other consideration in respect of the Units provided under this Agreement satisfieswill be exempt from, to the greatest extent possibleor comply with, the exemption from the application provisions of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Section 1.409A-1(b)(4) (or any other applicable exemption), and this Agreement will be construed construed, to the greatest extent possible as consistent with those provisions. To the extent not so exempt, the delivery of Shares in respect of the Units provided under this Agreement will be conducted, and this Agreement will be construedpossible, in a manner that complies with Section 409A and is consistent with the requirements for avoiding taxes or penalties under Section 409A. 409A. (b) The parties further intend that each installment of any payments provided for in this Agreement is a separate “payment” for purposes of Section 409A. (c) To the extent any payment hereunder due upon the occurrence of a Corporate Transaction is deferred compensation that is subject to Section 409A, and is not otherwise exempt from complying with the provisions of Section 409A, then a Corporate Transaction shall only be deemed to occur if the Corporate Transaction also qualifies as a “change in control event” with respect to the Company within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A-3(i)(5). . (d) To the extent any payment hereunder due upon the termination of the Grantee’s Continuous Service is deferred compensation that is subject to Section 409A, and is not otherwise exempt from complying with the provisions of Section 409A, then such payment will not be made unless and until Grantee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)). (e) To the extent that (ai) one or more of the payments received or to be received by the Grantee pursuant to this Agreement would constitute deferred compensation subject to the requirements of Section 409A, and (bii) the Grantee is a “specified employee” within the meaning of Section 409A, then solely to the extent necessary to avoid the imposition of any additional taxes or penalties under Section 409A, the commencement of any payments under this Agreement will be deferred until the date that is six months and one day following the Grantee’s termination of Continuous Service (or, if earlier, the date of death of the Grantee) and will instead be paid on the date that immediately follows the end of such six-month period (or death) or as soon as administratively practicable within thirty (30) days thereafter. . (f) The Company makes no representations to Grantee regarding the compliance of this Agreement or the Units with Section 409A, and Grantee is solely responsible for the payment of any taxes or penalties arising under Section 409A(a)(1), or any state law of similar effect, with respect to the grant or vesting of the Units or the delivery of the Shares hereundersubject to this Award.

Application of Section 409A of the Code. (a) The parties intend that the delivery of Shares or other consideration in respect of the Units PRSUs provided under this Agreement satisfies, to the greatest extent possible, the exemption from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Section 1.409A-1(b)(4) (or any other applicable exemption), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, the delivery of Shares or other consideration in respect of the Units PRSUs provided under this Agreement will be conducted, and this Agreement will be construed, in a manner that complies with Section 409A and is consistent with the requirements for avoiding additional taxes or penalties under Section 409A. The parties further intend that each installment of any payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). 409A. (b) To the extent that (ai) one or more of the payments or benefits received or to be received by Grantee Participant pursuant to this Agreement would constitute deferred compensation subject to the requirements of Section 409A, and (bii) Grantee Participant is a “specified employee” within the meaning of Section 409A, then solely to the extent necessary to avoid the imposition of any additional taxes or penalties Tax-Related Items under Section 409A, the commencement of any payments or benefits under this Agreement will be deferred until the date that is six months following the GranteeParticipant’s termination “separation from service” within the meaning of Continuous Service Treasury Regulation Section 1.409A-1(h), (or, if earlier, the date of death of the GranteeParticipant) and will instead be paid on the date that immediately follows the end of such six-month period (or death) or as soon as administratively practicable within thirty (30) days thereafter. . (c) The Company makes no representations to Grantee Participant regarding the compliance of this Agreement or the Units PRSUs with Section 409A, and Grantee Participant is solely responsible for the payment of any taxes or penalties arising under Section 409A(a)(1)applicable federal, state, or any state law of similar effectforeign law, including but not limited to Section 409A, with respect to the grant or vesting of the Units or PRSUs and the delivery of the Shares hereunderupon settlement of the PRSUs.

Application of Section 409A of the Code. (a) The parties intend that the delivery of Shares or other consideration in respect of the Units PRSUs provided under this Agreement satisfies, to the greatest extent possible, the exemption from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Section 1.409A-1(b)(4) (or any other applicable exemption), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, the delivery of Shares or other consideration in respect of the Units PRSUs provided under this Agreement will be conducted, and this Agreement will be construed, in a manner that complies with Section 409A and is consistent with the requirements for avoiding additional taxes or penalties under Section 409A. The parties further intend that each installment of any payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). 409A. (b) To the extent that (ai) one or more of the payments or benefits received or to be received by Grantee Participant pursuant to this Agreement would constitute deferred compensation subject to the requirements of Section 409A, and (bii) Grantee Participant is a “specified employee” within the meaning of Section 409A, then solely to the extent necessary to avoid the imposition of any additional taxes or penalties Tax-Related Items under Section 409A, the commencement of any payments or benefits under this Agreement will be deferred until the date that is six months following the GranteeParticipant’s termination “separation from service” within the meaning of Continuous Service Treasury Regulation Section 1.409A-1(h), (or, if earlier, the date of death of the GranteeParticipant) and will instead be paid on the date that immediately follows the end 4 of such six-month period (or death) or as soon as administratively practicable within thirty (30) days thereafter. . (c) The Company makes no representations to Grantee Participant regarding the compliance of this Agreement or the Units PRSUs with Section 409A, and Grantee Participant is solely responsible for the payment of any taxes or penalties arising under Section 409A(a)(1)applicable federal, state, or any state law of similar effectforeign law, including but not limited to Section 409A, with respect to the grant or vesting of the Units or PRSUs and the delivery of the Shares hereunderupon settlement of the PRSUs.