Common use of Application of Section 409A Clause in Contracts

Application of Section 409A. The amounts payable pursuant to Sections 5 and 6 of this Agreement are intended to comply with the short-term deferral exception and/or separation pay exception to Section 409A of the Code. Notwithstanding the foregoing, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until Employee has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Employee is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Employee’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee’s separation from service shall be paid to Employee before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Employee’s separation from service or, if earlier, the date of Employee’s death following such separation from service. All such amounts that would, but for this Section 5(i), become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid by the Company with respect to any such delayed payments. For purposes of Section 409A of the Code, each payment or amount due under this Agreement shall be considered a separate payment, and Employee’s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a series of separate payments.

Application of Section 409A. The amounts payable pursuant to Sections 5 and 6 of this This Agreement are is intended to comply with Section 409A of the Code and the Treasury regulations and other interpretive guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. 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 exception and/or separation pay exception to shall be excluded from Section 409A of to the Codemaximum extent possible. Notwithstanding the foregoing, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until Employee has incurred a “separation from service” within the meaning of the Section 409A Regulations. 409A. Furthermore, to the extent that Employee is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Employee’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee’s separation from service shall be paid to Employee before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Employee’s separation from service or, if earlier, the date of Employee’s death following such separation from service. All such amounts that would, but for this Section 5(i), become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid by the Company with respect to any such delayed payments. For purposes of Section 409A of the Code, each payment or amount due under this Agreement shall be considered a separate payment, and Employee’s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a series of separate payments.

Application of Section 409A. The amounts payable pursuant to Sections 5 and 6 of (a) Notwithstanding anything set forth in this Agreement are intended to comply with the short-term deferral exception and/or separation pay exception to Section 409A of the Code. Notwithstanding the foregoingcontrary, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until Employee has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Employee is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Employee’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee’s separation from service shall be paid to Employee before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Employee’s separation from service or, if earlier, the date of Employee’s death following such separation from service. All such amounts that would, but for this Section 5(i)Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. (b) The Company intends that income provided to Employee pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. No interest will The provisions of this Agreement shall be paid by the Company with respect to interpreted and construed in favor of satisfying any such delayed payments. For purposes applicable requirements of Section 409A of the Code. However, each the Company does not guarantee any particular tax effect for income provided to Employee pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Employee, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or amount due under provided to Employee pursuant to this Agreement shall be considered a separate payment, and Employee’s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a series of separate paymentsAgreement.

Application of Section 409A. The amounts payable pursuant to Sections 5 and 6 of (a) Notwithstanding anything set forth in this Agreement are intended to comply with the short-term deferral exception and/or separation pay exception to Section 409A of the Code. Notwithstanding the foregoingcontrary, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) of the Internal Revenue Code of 1986, as amended (the “Code”) shall be paid unless and until Employee Executive has incurred a “separation from service” within the meaning of the Section 409A Regulations. For purposes of this Agreement, the right to a series of installment payments shall be treated as a right to a series of separate payments within the meaning of the 409A Regulations. Furthermore, to the extent that Employee Executive is a “specified employee” within the meaning of the Section 409A Regulations as of the date of EmployeeExecutive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of EmployeeExecutive’s separation from service shall be paid to Employee Executive before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of EmployeeExecutive’s separation from service or, if earlier, the date of EmployeeExecutive’s death following such separation from service. All such amounts that would, but for this Section 5(i)Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. (b) The Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. No interest will The provisions of this Agreement shall be paid by the Company with respect to interpreted and construed in favor of satisfying any such delayed payments. For purposes applicable requirements of Section 409A of the Code. However, each the Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or amount due under provided to Executive pursuant to this Agreement shall be considered a separate payment, and Employee’s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a series of separate paymentsAgreement.

Application of Section 409A. The amounts payable pursuant to Sections 5 and 6 of (a) Notwithstanding anything set forth in this Agreement are intended to comply with the short-term deferral exception and/or separation pay exception to Section 409A of the Code. Notwithstanding the foregoingcontrary, no amount payable on account of Executive’s termination of employment with the Company pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code (the “Section 409A Regulations”) shall be paid unless and until Employee Executive has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Employee Executive is a “specified employee” within the meaning of the Section 409A Regulations as of the date of EmployeeExecutive’s separation from service, no amount that constitutes a deferral of compensation within the meaning of the Section 409A Regulations which is payable on account of EmployeeExecutive’s separation from service shall be paid to Employee Executive before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of EmployeeExecutive’s separation from service or, if earlier, the date of EmployeeExecutive’s death following such separation from service. All such amounts that would, but for this Section 5(i)Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. (b) The Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Internal Revenue Code. No interest will The provisions of this Agreement shall be paid by the Company with respect to interpreted and construed in favor of satisfying any such delayed payments. For purposes applicable requirements of Section 409A of the Internal Revenue Code. However, each payment or amount due under the Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement shall be considered a separate payment, and Employee’s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a series of separate paymentsAgreement.

Application of Section 409A. The intent of the Company is that payments and benefits under the Plan comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything to the contrary in the other provisions of the Plan, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a Designated Employee shall not be considered to have terminated employment or service with the Company or its Affiliates for purposes of the Plan and no payment or benefit shall be due to the Designated Employee under the Plan until the Designated Employee would be considered to have incurred a “separation from service” from the Company or its Affiliates within the meaning of Section 409A of the Code, and to the extent that any amounts are payable upon a separation from service and such payment would result in the imposition on any individual of additional income tax under Section 409A of the Code, the payment of such amounts shall instead be made on the first business day after the date that is six months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided pursuant to Sections 5 and 6 the Plan shall be construed as a separate identified payment for purposes of this Agreement are intended to comply with the short-term deferral exception and/or separation pay exception to Section 409A of the Code. Notwithstanding With respect to amounts eligible for reimbursement under the foregoingterms of the Plan, the amount eligible for reimbursement in any taxable year shall not affect the amounts eligible for reimbursement in another taxable year and any such amounts shall be reimbursed no amount payable pursuant later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to this Agreement which constitutes the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until Employee has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Employee is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Employee’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee’s separation from service shall be paid to Employee before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Employee’s separation from service or, if earlier, the date of Employee’s death following such separation from service. All such amounts that would, but for this Section 5(i), become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid by the Company with respect to any such delayed payments. For purposes of Section 409A of the Code, each payment or amount due under this Agreement shall be considered a separate payment, and Employee’s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a series of separate payments.

Application of Section 409A. The amounts payable pursuant (a) Notwithstanding anything set forth in the Agreement to Sections 5 and 6 of this Agreement are intended to comply with the short-term deferral exception and/or separation pay exception to Section 409A of the Code. Notwithstanding the foregoingcontrary, no amount payable pursuant to this the Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until Employee has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Employee is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Employee’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee’s separation from service shall be paid to Employee before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Employee’s separation from service or, if earlier, the date of Employee’s death following such separation from service. All such amounts that would, but for this Section 5(i)Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. (b) The Company intends that income provided to Employee pursuant to the Agreement will not be subject to taxation under Section 409A of the Code. No interest will The provisions of the Agreement shall be paid by the Company with respect to interpreted and construed in favor of satisfying any such delayed payments. For purposes applicable requirements of Section 409A of the Code. However, each the Company does not guarantee any particular tax effect for income provided to Employee pursuant to the Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Employee, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or amount due under this Agreement shall be considered a separate payment, and Employee’s entitlement provided to a series of payments under this Agreement is Employee pursuant to be treated as an entitlement to a series of separate paymentsthe Agreement.

Application of Section 409A. The amounts payable pursuant to Sections 5 and 6 of (a) Notwithstanding anything set forth in this Agreement are intended to comply with the short-term deferral exception and/or separation pay exception to Section 409A of the Code. Notwithstanding the foregoingcontrary, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until Employee has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Employee is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Employee’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee’s separation from service shall be paid to Employee before the date (the “Delayed Payment Date”) which is first the next business day following the expiration of the seventh month after six months following the date of Employee’s separation from service or, if earlier, the date of Employee’s death following such separation from service. All such amounts that would, but for this Section 5(i)9, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. (b) The Company intends that income provided to Employee pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. No interest will The provisions of this Agreement shall be paid by the Company with respect to interpreted and construed in favor of satisfying any such delayed payments. For purposes applicable requirements of Section 409A of the Code. However, each the Company does not guarantee any particular tax effect for income provided to Employee pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Employee, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or amount due provided to Employee pursuant to this Agreement. Each payment made under this Agreement shall be considered treated as a separate payment, payment and Employee’s entitlement the right to a series of installment payments under this Agreement is to be treated as an entitlement a right to a series of separate payments.

Application of Section 409A. The amounts payable pursuant to Sections 5 and 6 of (a) Notwithstanding anything set forth in this Agreement are intended to comply with the short-term deferral exception and/or separation pay exception to Section 409A of the Code. Notwithstanding the foregoingcontrary, no amount payable pursuant to this Agreement which constitutes a “"deferral of compensation” " within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code (the “"Section 409A Regulations”") shall be paid unless and until Employee has incurred a “"separation from service” " within the meaning of the Section 409A Regulations. Furthermore, to the extent that Employee is a “"specified employee” " within the meaning of the Section 409A Regulations as of the date of Employee’s 's separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee’s 's separation from service shall be paid to Employee before the date (the “"Delayed Payment Date”") which is the first day of the seventh month after the date of Employee’s 's separation from service or, if earlier, the date of Employee’s 's death following such separation from service. All such amounts that would, but for this Section 5(i)Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. (b) The Company intends that income provided to Employee pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. No interest will The provisions of this Agreement shall be paid by the Company with respect to interpreted and construed in favor of satisfying any such delayed payments. For purposes applicable requirements of Section 409A of the Code. However, each the Company does not guarantee any particular tax effect for income provided to Employee pursuant to this Agreement. In any event, except for the Company's responsibility to withhold applicable income and employment taxes from compensation paid or provided to Employee, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or amount due under provided to Employee pursuant to this Agreement shall be considered a separate payment, and Employee’s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a series of separate paymentsAgreement.

Application of Section 409A. The amounts payable pursuant to Sections 5 and 6 of (i) Notwithstanding anything set forth in this Agreement are intended to comply with the short-term deferral exception and/or separation pay exception to Section 409A of the Code. Notwithstanding the foregoingcontrary, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until Employee the Executive has incurred a “separation from service” within the meaning of the Section 409A Regulations. FurthermoreTo the extent payments made pursuant Section 5.03(b) constitute deferred compensation within the meaning of the Section 409A Regulations, each payment shall be treated as a separate payment. Further, to the extent that Employee the Executive is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Employeethe Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employeethe Executive’s separation from service shall be paid to Employee the Executive before the date (the “Delayed Payment Date”) which is the first day of the seventh month after the date of Employeethe Executive’s separation from service or, if earlier, the date of Employeethe Executive’s death following such separation from service. All such amounts that would, but for this Section 5(i5.03(j)(i), become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. (ii) The Company intends that income provided to the Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. No interest will The provisions of this Agreement shall be paid by the Company with respect to interpreted and construed in favour of satisfying any such delayed payments. For purposes applicable requirements of Section 409A of the Code. However, each the Company does not guarantee any particular tax effect for income provided to the Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to the Executive, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or amount due under provided to the Executive pursuant to this Agreement shall be considered a separate payment, and Employee’s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a series of separate paymentsAgreement.