Common use of Application of Section 409A Clause in Contracts

Application of Section 409A. (a) Notwithstanding anything set forth in this Agreement to the contrary, 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, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

Application of Section 409A. (a) Notwithstanding anything set forth in this Agreement to the contrary, 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, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

Application of Section 409A. (a) 11.1 Notwithstanding anything set forth contained in this Agreement to the contrary, no amount payable pursuant to this Agreement on account of Executive’s termination of employment which constitutes a “deferral of compensation” (“Section 409A Deferred 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 Section 409A Deferred 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, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

Application of Section 409A. (a) 11.1 Notwithstanding anything set forth contained in this Agreement to the contrary, no amount payable pursuant to this Agreement on account of Executive’s termination of employment which constitutes a “deferral of compensation” (“Section 409A Deferred 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 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 Section 409A Deferred 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, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. Executive and the Company intend that payment under Section 8.2 of this Agreement of amounts in excess of the amounts payable under Section 7.3(a) shall be exempt from treatment as Section 409A Deferred Compensation to the maximum extent permitted for amounts treated as separation pay due to involuntary separation from service pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii).

Application of Section 409A. (a) Notwithstanding anything set forth a. All references in this Agreement Agreement, however phrased, to the contrarytermination of Employee shall mean, no and be deemed to occur where there has been, a “separation from service” within the meaning of the Section 409A Regulations. 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 Sectionsentence, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

Application of Section 409A. (a) 9.1. Notwithstanding anything set forth in this Agreement to the contrary, 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, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

Application of Section 409A. (a) 11.1 Notwithstanding anything set forth contained in this Agreement to the contrary, no amount payable pursuant to this Agreement on account of Executive’s termination of employment which constitutes a “deferral of compensation” (“Section 409A Deferred 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 For purposes of this Agreement, “separation from service” shall have the meaning of such term as defined by 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 Section 409A Deferred 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 (7th) 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, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

Application of Section 409A. (a) Notwithstanding anything set forth in this the Agreement to the contrary, 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, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

Application of Section 409A. (a) Notwithstanding anything set forth in this Agreement to the contrary, 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 SectionSection 9, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

Application of Section 409A. (a) Notwithstanding anything set forth in this Agreement the Agreement, as amended hereby (the “Amended Agreement”) to the contrary, no amount payable pursuant to this the Amended 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, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

Application of Section 409A. (a) 14.1 Notwithstanding anything set forth in this Agreement to the contrary, 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 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, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

Application of Section 409A. (a) Notwithstanding anything set forth in this Agreement to the contrary, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Code 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. Furthermore, 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 SectionParagraph 5.6, become payable prior to the Delayed Payment Date will be accumulated with interest and paid on the Delayed Payment Date. For purposes of the preceding sentence, interest shall accrue at the annual rate of interest on 30-year Treasury securities for the fifth calendar month preceding the first month of the calendar quarter in which the Executive’s separation from service occurs.

Application of Section 409A. (a) Notwithstanding anything set forth in this Agreement to the contrary, 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, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

Application of Section 409A. (ai) Notwithstanding anything set forth in this Agreement to the contrary, 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”) that is to be paid based upon Consultant’s termination of engagement shall be paid unless and until Employee Consultant has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Employee Consultant is a “specified employee” within the meaning of the Section 409A Regulations as of the date of EmployeeConsultant’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of EmployeeConsultant’s separation from service shall be paid to Employee Consultant before the date (the “Delayed Payment Date”) which is the first day of the seventh month after the date of EmployeeConsultant’s separation from service or, if earlier, the date of EmployeeConsultant’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

Application of Section 409A. (a) Notwithstanding anything set forth in this Agreement to the contrary, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Code 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. Furthermore, 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 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 SectionSection 5.6, become payable prior to the Delayed Payment Date will be accumulated with interest and paid on the Delayed Payment Date. For purposes of the preceding sentence, interest shall accrue at the annual rate of interest on 30-year Treasury securities for the fifth calendar month preceding the first month of the calendar quarter in which the Executive’s separation from service occurs.

Application of Section 409A. (a) Notwithstanding anything set forth in this Agreement to the contrary, 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 Xx. Xxxxx has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Employee Xx. Xxxxx is a “specified employeeexecutive” within the meaning of the Section 409A Regulations as of the date of Employee’s Xx. Xxxxx’x separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee’s Xx. Xxxxx’x separation from service shall be paid to Employee Xx. Xxxxx before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Employee’s Xx. Xxxxx’x separation from service or, if earlier, the date of Employee’s Xx. Xxxxx’x death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.