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 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 on account of Executive’s termination of employment with the Company 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 Executive has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Employee if 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(i7.9(a), become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid by It is the intent of the Company with respect and Executive that any right of Executive to any such delayed payments. For receive installment payments hereunder shall, for all 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 a right to a series of separate payments. The Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, 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 incurred by Executive on compensation paid or provided to Executive pursuant to this 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”) 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. 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. All references in this Agreement, however phrased, to Sections 5 the termination of Employee shall mean, and 6 be deemed to occur where there has been, a “separation from service” within the meaning of this Agreement are intended to comply with the short-term deferral exception and/or separation pay exception to Section 409A of the CodeRegulations. Notwithstanding the foregoing, no If any 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”) and this Agreement does not provide elsewhere that such payment or provision is to be made on a fixed date or schedule or on or with respect to a permissible payment event that complies with the Section 409A Regulations, then such payment or provision shall be paid unless and until made when 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 , and all such amounts that would, but for this Section 5(i)sentence, 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.