Common use of Certain Benefits Clause in Contracts

Certain Benefits. With respect to benefits provided following Employee’s termination of employment, the provision of each such benefit (whether provided in-kind by the Company, provided by third parties but to be paid for by the Company, or reimbursed to Employee by the Company) in each calendar year shall be deemed a separate payment by the Company, and each component separately covered by clauses (i) – (v) below shall be deemed a separate payment. The following payment rules apply to ensure, to the greatest extent possible, that provision of these benefits does not result in Section 409A penalties to Employee: (i) Payments that are non-taxable to Employee are intended to be not subject to Section 409A. (ii) Certain payments, including but not limited to business expense reimbursements, are excluded from being deemed deferrals of compensation under Treasury Regulation § 1.409A-1(b)(9)(v)(A), (B) and (C); such payments may be incurred or provided during the period from termination of employment until the last day of Employee’s second taxable year following the taxable year of Employee’s termination of employment, provided that reimbursements must be paid no later than the Employee’s third taxable year following the year of Employee’s termination of employment (or any greater or lesser period applicable to medical expenses under Treasury Regulation § 1.409A-1(b)(9)(v)(B)). (iii) Payments shall be excluded under other applicable provisions of Treasury Regulation § 1.409A-1 – A-6 (including Treasury Regulation § 1.409A-1(b)(4) and (10) – (12)). (iv) Any such payments incurred during the lifetime of the Employee and not covered under the foregoing rules shall be payable to the greatest extent permissible as a reimbursement to Employee or as an in-kind benefit to Employee meeting the requirements of Treasury Regulation § 1.409A-3(i)(1)(iv). For this purpose, the amount of any such payment in any one of Employee’s taxable years shall not affect the eligible amount of a related payment in any other of Employee’s taxable years (excluding medical expenses to the extent provided in Treasury Regulation § 1.409A-3(i)(1)(iv)(B)), and any payment in reimbursement of an eligible expense shall be made no later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred. A payment subject to this clause (iv) may not be subject to liquidation or exchange for another benefit. (v) Any payment not excluded from being a deferral of compensation and not otherwise covered by clauses (i) – (iv) above shall nevertheless be payable as a separate payment under this Agreement.

Certain Benefits. With respect to benefits provided following Employee’s termination of employmentunder Section 4(b)(vi) (life and health insurance benefits and perquisites), Section 4(b)(vii) (retiree medical benefits), and Section 4(b)(ix) (outplacement services), the provision of each such benefit (whether provided in-in kind by the Company, provided by third parties but to be paid for by the Company, or reimbursed to Employee you by the Company) in each calendar year shall be deemed a separate payment by the Company, and each component separately covered by clauses (iA) – (vE) below shall be deemed a separate payment. The following payment rules apply to ensure, to the greatest extent possible, that provision of these benefits does not result in Section 409A penalties to Employeeyou: (iA) Payments that are non-taxable to Employee you are intended to be not subject to Section 409A. (iiB) Certain payments, including but not limited to business expense reimbursementsreimbursements and outplacement services, are excluded from being deemed deferrals of compensation under Treasury Regulation § 1.409A-1(b)(9)(v)(A), (B) and (C); such payments may be incurred or provided during the period from termination of employment Termination until the last day of Employee’s your second taxable year following the taxable year of Employee’s termination of employmentyour Termination, provided that reimbursements must be paid no later than the Employee’s third taxable end of the year following the year of Employee’s termination of employment the reimbursable expense arose (or any greater or lesser period applicable to medical expenses under Treasury Regulation § 1.409A-1(b)(9)(v)(B)). (iiiC) Payments Certain payments shall be excluded under other applicable provisions of Treasury Regulation § 1.409A-1 – A-6 (including Treasury Regulation § 1.409A-1(b)(4) and (10) – (12)). (ivD) Any such payments incurred during the lifetime of the Employee and not covered under the foregoing rules shall be payable to the greatest extent permissible as a reimbursement to Employee you or as an in-kind benefit to Employee you meeting the requirements of Treasury Regulation § 1.409A-3(i)(1)(iv). For this purpose, the amount of any such payment in any one of Employee’s your taxable years shall not affect the eligible amount of a related payment in any other of Employee’s your taxable years (excluding medical expenses to the extent provided in Treasury Regulation § 1.409A-3(i)(1)(iv)(B1.409A-3(i)(1)((iv)(B)), and any payment in reimbursement of an eligible expense shall be made no later than the last day of Employee’s your taxable year following the taxable year in which the expense was incurred. A Other provisions of this Agreement and any other company policy notwithstanding, a payment subject to this clause (ivD) may not be subject to liquidation or exchange for another benefit. (vE) Any payment not excluded from being a deferral of compensation and not otherwise covered by clauses (iA) – (ivD) above shall nevertheless be payable as a separate payment under this Agreement.

Certain Benefits. With respect to benefits provided following Employee’s termination of employment, the provision of each such benefit (whether provided in-in kind by the Company, provided by third parties but to be paid for by the Company, or reimbursed to Employee by the Company) in each calendar year shall be deemed a separate payment by the Company, and each component separately covered by clauses (i) – (v) below shall be deemed a separate payment. The following payment rules apply to ensure, to the greatest extent possible, that provision of these benefits does not result in Section 409A penalties to Employee: (i) Payments that are non-taxable to Employee are intended to be not subject to Section 409A. (ii) Certain payments, including but not limited to business expense reimbursements, are excluded from being deemed deferrals of compensation under Treasury Regulation § 1.409A-1(b)(9)(v)(A), (B) and (C); such payments may be incurred or provided during the period from termination of employment until the last day of Employee’s second taxable year following the taxable year of Employee’s termination of employmentTermination, provided that reimbursements must be paid no later than the Employee’s third taxable year following the year of Employee’s termination of employment Termination (or any greater or lesser period applicable to medical expenses under Treasury Regulation § 1.409A-1(b)(9)(v)(B)). (iii) Payments shall be excluded under other applicable provisions of Treasury Regulation § 1.409A-1 – A-6 (including Treasury Regulation § 1.409A-1(b)(4) and (10) – (12)). (iv) Any such payments incurred during the lifetime of the Employee and not covered under the foregoing rules shall be payable to the greatest extent permissible as a reimbursement to Employee or as an in-kind benefit to Employee meeting the requirements of Treasury Regulation § 1.409A-3(i)(1)(iv). For this purpose, the amount of any such payment in any one of Employee’s taxable years shall not affect the eligible amount of a related payment in any other of Employee’s taxable years (excluding medical expenses to the extent provided in Treasury Regulation § 1.409A-3(i)(1)(iv)(B1.409A-3(i)(1)((iv)(B)), and any payment in reimbursement of an eligible expense shall be made no later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred. A payment subject to this clause (iv) may not be subject to liquidation or exchange for another benefit. (v) Any payment not excluded from being a deferral of compensation and not otherwise covered by clauses (i) – (iv) above shall nevertheless be payable as a separate payment under this Agreement.

Certain Benefits. With respect to benefits provided following Employee’s termination of employmentunder Section 4(c)(vi) (life and health insurance benefits and perquisites), Section 4(c)(vii) (retiree medical benefits), and Section 4(c)(ix) (outplacement services), the provision of each such benefit (whether provided in-in kind by the Company, provided by third parties but to be paid for by the Company, or reimbursed to Employee you by the Company) in each calendar year shall be deemed a separate payment by the Company, and each component separately covered by clauses (i) – (vA)-(E) below shall be deemed a separate payment. The following payment rules apply to ensure, to the greatest extent possible, that provision of these benefits does not result in Section 409A penalties to Employeeyou: (iA) Payments that are non-taxable to Employee you are intended to be not subject to Section 409A. (iiB) Certain payments, including but not limited to business expense reimbursementsreimbursements and outplacement services, are excluded from being deemed deferrals of compensation under Treasury Regulation § 1.409A-1(b)(9)(v)(Al.409A-l(b)(9)(v)(A), (B) and (C); such payments may be incurred or provided during the period from termination of employment Termination until the last day of Employee’s your second taxable year following the taxable year of Employee’s termination of employmentyour Termination, provided that reimbursements must be paid no later than the Employee’s third taxable end of the year following the year of Employee’s termination of employment the reimbursable expense arose (or any greater or lesser period applicable to medical expenses under Treasury Regulation § 1.409A-1(b)(9)(v)(Bl.409A-l(b)(9)(v)(B)). (iiiC) Payments Certain payments shall be excluded under other applicable provisions of Treasury Regulation § 1.409A-1 – l .409A-l - A-6 (including Treasury Regulation § 1.409A-1(b)(4l .409A-l (b)(4) and (10) – (1210)-(12)). (ivD) Any such payments incurred during the lifetime of the Employee and not covered under the foregoing rules shall be payable to the greatest extent permissible as a reimbursement to Employee you or as an in-kind benefit to Employee you meeting the requirements of Treasury Regulation § 1.409A-3(i)(1)(ivl .409A-3(i)(1)(iv). For this purpose, the amount of any such payment in any one of Employee’s your taxable years shall not affect the eligible amount of a related payment in any other of Employee’s your taxable years (excluding medical expenses to the extent provided in Treasury Regulation § 1.409A-3(i)(1)(iv)(Bl.409A-3(i)(l)((iv)(B)), and any payment in reimbursement of an eligible expense shall be made no later than the last day of Employee’s your taxable year following the taxable year in which the expense was incurred. A Other provisions of this Agreement and any other company policy notwithstanding, a payment subject to this clause (ivD) may not be subject to liquidation or exchange for another benefit. (vE) Any payment not excluded from being a deferral of compensation and not otherwise covered by clauses (i) – (ivA)-(D) above shall nevertheless be payable as a separate payment under this Agreement.

Certain Benefits. With respect to benefits provided following Employee’s 's termination of employment, the provision of each such benefit (whether provided in-in kind by the Company, provided by third parties but to be paid for by the Company, or reimbursed to Employee by the Company) in each calendar year shall be deemed a separate payment by the Company, and each component separately covered by clauses (i) – (v) below shall be deemed a separate payment. The following payment rules apply to ensure, to the greatest extent possible, that provision of these benefits does not result in Section 409A penalties to Employee: (i) Payments that are non-taxable to Employee are intended to be not subject to Section 409A. (ii) Certain payments, including but not limited to business expense reimbursements, are excluded from being deemed deferrals of compensation under Treasury Regulation § 1.409A-1(b)(9)(v)(A), (B) and (C); such payments may be incurred or provided during the period from termination of employment until the last day of Employee’s 's second taxable year following the taxable year of Employee’s termination of employment's Termination, provided that reimbursements must be paid no later than the Employee’s 's third taxable year following the year of Employee’s termination of employment 's Termination (or any greater or lesser period applicable to medical expenses under Treasury Regulation § 1.409A-1(b)(9)(v)(B)). (iii) Payments shall be excluded under other applicable provisions of Treasury Regulation § 1.409A-1 – A-6 (including Treasury Regulation § 1.409A-1(b)(4) and (10) – (12)). (iv) Any such payments incurred during the lifetime of the Employee and not covered under the foregoing rules shall be payable to the greatest extent permissible as a reimbursement to Employee or as an in-kind benefit to Employee meeting the requirements of Treasury Regulation § 1.409A-3(i)(1)(iv). For this purpose, the amount of any such payment in any one of Employee’s 's taxable years shall not affect the eligible amount of a related payment in any other of Employee’s 's taxable years (excluding medical expenses to the extent provided in Treasury Regulation § 1.409A-3(i)(1)(iv)(B1.409A-3(i)(1)((iv)(B)), and any payment in reimbursement of an eligible expense shall be made no later than the last day of Employee’s 's taxable year following the taxable year in which the expense was incurred. A payment subject to this clause (iv) may not be subject to liquidation or exchange for another benefit. (v) Any payment not excluded from being a deferral of compensation and not otherwise covered by clauses (i) – (iv) above shall nevertheless be payable as a separate payment under this Agreement.