Common use of Code Section 409A Legal Requirements Clause in Contracts

Code Section 409A Legal Requirements. This Agreement and the benefits provided hereunder are intended to be exempt from or to comply with the requirements of Section 409A of the Code and the Treasury Regulations and other applicable guidance issued by the Treasury Department or Internal Revenue Service thereunder (collectively, “Section 409A”), and shall be interpreted and administered consistent with such intent. To the extent required for compliance with the requirements of Section 409A, references in this Agreement to (a) a termination of employment and similar or correlative terms shall mean a “separation of service” within the meaning of Section 409A from the Company and all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 409A and (b) a “change in control” shall be construed to require a “change in control event” (as that term is defined in section 1.409A-3(i)(5) of the Treasury Regulations under Section 409A) with respect to the Company. March 8, 2024 Notwithstanding anything to the contrary in this Agreement, if you are a “specified employee” as defined and applied in Section 409A of the Code as of the Date of Termination, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A of the Code) which is payable on account of your separation from service, and to the extent required by Section 409A of the Code, no payments due under this Agreement may be made until the earlier of: (i) the first day following the six-month anniversary of your Date of Termination, or (ii) your date of death; provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a lump sum as soon as administratively practicable following the six-month anniversary of your Date of Termination. If you die on or after the Date of Termination and prior to the six-month anniversary of your Date of Termination, any amount delayed pursuant to this Section 5 shall be paid to your estate or beneficiary, as applicable, within 30 days following the date of your death. For purposes of Section 409A of the Code, each “payment” (as defined by Section 409A of the Code) made under this Agreement shall be considered a “separate payment.” For the avoidance of doubt, all payments under this Agreement are to be paid no later than the last day of the second taxable year following the taxable year of your Date of Termination, in accordance with the separation pay exclusion described in Section l.409A-l(b)(9)(iii)(B) of the Treasury Regulations issued under Section 409A. In the event that the amount payable under this Agreement exceeds the amount specified in Section l.409A-l(b)(9)(iii)(A) of such Regulations, the portion of such payment which does not constitute deferred compensation will be paid to you in accordance with the timing rules of Section 3 of this Agreement, and only the portion of such payment which constitutes deferred compensation (if any) will be subject to the six-month delay described above. If either party to this Agreement determines that this Agreement violates Section 409A of the Code and that an amendment of this Agreement would avoid the imposition on any person of additional taxes, penalties or interest under Section 409A of the Code (a “Compliance Amendment”), then that party shall propose the terms of the Compliance Amendment to the other party. The parties shall then in good faith negotiate the terms of any such proposed Compliance Amendment. If an agreement concerning the proposed Compliance Amendment cannot be reached by the parties after the Company determines that a reasonable period of time to consider the terms of the proposal has passed, then the Company shall have the unilateral right to amend this Agreement to the extent the Company deems such action necessary or advisable to avoid the imposition on any person of additional taxes, penalties or interest under Section 409A of the Code. Any such Compliance Amendment shall be made in a manner which, to the maximum extent the Company agrees or reasonably and in good faith determines to be possible, retains the economic and tax benefits to you hereunder while not increasing the cost to the Company of providing such benefits to you.

Code Section 409A Legal Requirements. This Agreement and the benefits provided hereunder are intended to be exempt from or to comply with the requirements of Section 409A of the Code and the Treasury Regulations and other applicable guidance issued by the Treasury Department or Internal Revenue Service thereunder (collectively, “Section 409A”), and shall be interpreted and administered consistent with such intent. To the extent required for compliance with the requirements of Section 409A, references in this Agreement to (a) a termination of employment and similar or correlative terms shall mean a “separation of service” within the meaning of Section 409A from the Company and all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 409A and (b) a “change in control” shall be construed to require a “change in control event” (as that term is defined in section 1.409A-3(i)(5) of the Treasury Regulations under Section 409A) with respect to the Company. March 8, 2024 Notwithstanding anything to the contrary in this Agreement, if you are a “specified employee” as defined and applied in Section 409A of the Code as of the Date of Termination, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A of the Code409A) which is payable on account of your separation from service, and to the extent required by Section 409A of the Code409A, no payments due under this Agreement may be made until the earlier of: (i) the first day following the six-month six (6)-month anniversary of your Date of Termination, or (ii) your date of death; provided, however, that any payments delayed during this six-month six (6)-month period shall be paid in the aggregate in a lump sum as soon as administratively practicable following the six-month six (6)-month anniversary of your Date of Termination. If you die on or after the Date of Termination and prior to the six-month six (6)-month anniversary of your Date of Termination, any amount delayed pursuant to this Section 5 6 shall be paid to your estate or beneficiary, as applicable, within 30 thirty (30) days following the date of your death. For purposes of Section 409A of the Code409A, each “payment” (as defined by Section 409A of the Code409A) made under this Agreement shall be considered a “separate payment.” For the avoidance of doubt, all payments under this Agreement are to be paid no later than the last day of the second taxable year following the taxable year of your Date of Termination, in accordance with the separation pay exclusion described in Section l.409A1.409A-l(b)(9)(iii)(B) of the Treasury Regulations issued under Section 409A. In the event that the amount payable under this Agreement exceeds the amount specified in Section l.409A1.409A-l(b)(9)(iii)(A) of such Regulations, the portion of such payment which does not constitute deferred compensation will be paid to you in accordance with the timing rules of Section 3 September 13, 2023 4 of this Agreement, and only the portion of such payment which constitutes deferred compensation (if any) will be subject to the six6-month delay described above. If either party to this Agreement determines that this Agreement violates Section 409A of the Code and that an amendment of this Agreement would avoid the imposition on any person of additional taxes, penalties or interest under Section 409A of the Code (a “Compliance Amendment”), then that party shall propose the terms of the Compliance Amendment to the other party. The parties shall then in good faith negotiate the terms of any such proposed Compliance Amendment. If an agreement concerning the proposed Compliance Amendment cannot be reached by the parties after the Company determines that a reasonable period of time to consider the terms of the proposal has passed, then the Company shall have the unilateral right to amend this Agreement to the extent the Company deems such action necessary or advisable to avoid the imposition on any person of additional taxes, penalties or interest under Section 409A of the Code. 409A. Any such Compliance Amendment shall be made in a manner which, to the maximum extent the Company agrees or reasonably and in good faith determines to be possible, retains the economic and tax benefits to you hereunder while not increasing the cost to the Company of providing such benefits to youyou and shall not be a basis for a resignation by you for Good Reason under this Agreement.

Code Section 409A Legal Requirements. This Agreement and the benefits provided hereunder are intended to be exempt from or to comply with the requirements of Section 409A of the Code and the Treasury Regulations and other applicable guidance issued by the Treasury Department or Internal Revenue Service thereunder (collectively, “Section 409A”), and shall be interpreted and administered consistent with such intent. To the extent required for compliance with the requirements of Section 409A, references in this Agreement to (a) a termination of employment and similar or correlative terms shall mean a “separation of service” within the meaning of Section 409A from the Company and all other corporations and trades or businesses, if any, that would be treated as a single “"service recipient” " with the Company under Section 409A and (b) a “change in control” shall be construed to require a “change in control event” (as that term is defined in section 1.409A-3(i)(5) of the Treasury Regulations under Section 409A) with respect to the Company. March 8, 2024 409A. Notwithstanding anything to the contrary in this Agreement, if you are a “specified employee” as defined and applied in Section 409A of the Code as of the Date of Termination, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A of the Code) which is payable on account of your separation from service, and to the extent required by Section 409A of the Code, no payments due under this Agreement may be made until the earlier of: (i) the first day following the sixsixth-month anniversary of your Date of Termination, or (ii) your date of death; provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a lump sum as soon as administratively practicable following the six-sixth month anniversary of your Date of Termination. If you die on or after the Date of Termination and prior to the six-sixth month anniversary of your Date of Termination, any amount delayed pursuant to this Section 5 6 shall be paid to your estate or beneficiary, as applicable, within 30 days following the date of your death. For purposes of Section 409A of the Code, each “payment” (as defined by Section 409A of the Code) made under this Agreement shall be considered a “separate payment.” For the avoidance of doubt, all payments under this Agreement are to be paid no later than the last day of the second taxable year following the taxable year of your Date of Termination, in accordance with the separation pay exclusion described in Section l.409A-l(b)(9)(iii)(B1.409A-1(b)(9)(iii)(B) of the Treasury Regulations issued under Section 409A. In the event that the amount payable under this Agreement exceeds the amount specified in Section l.409A-l(b)(9)(iii)(A1.409A-1(b)(9)(iii)(A) of such Regulations, the portion of such payment which does not constitute deferred compensation will be paid to you in accordance with the timing rules of Section 3 4 of this Agreement, and only the portion of such payment which constitutes deferred compensation (if any) will be subject to the six6-month delay described above. If either party to this Agreement determines that this Agreement violates Section 409A of the Code and that an amendment of this Agreement would avoid the imposition on any person of additional taxes, penalties or interest under Section 409A of the Code (a “Compliance Amendment”), then that party shall propose the terms of the Compliance Amendment to the other party. The parties shall then in good faith negotiate the terms of any such proposed Compliance Amendment. If an agreement concerning the proposed Compliance Amendment cannot be reached by the parties after the Company determines that a reasonable period of time to consider the terms of the proposal has passed, then the Company shall have the unilateral right to amend this Agreement to the extent the Company deems such action necessary or advisable to avoid the imposition on any person of additional taxes, penalties or interest under Section 409A of the Code. Any such Compliance Amendment shall be made in a manner which, to the maximum extent the Company agrees or reasonably and in good faith determines to be possible, retains the economic and tax benefits to you hereunder while not increasing the cost to the Company of providing such benefits to youyou and shall not be a basis for a resignation by you for Good Reason under this Agreement.

Code Section 409A Legal Requirements. This Agreement and the benefits provided hereunder are intended to be exempt from or to comply with the requirements of Section 409A of the Code and the Treasury Regulations and other applicable guidance issued by the Treasury Department or Internal Revenue Service thereunder (collectively, “Section 409A”), and shall be interpreted and administered consistent with such intent. To the extent required for compliance with the requirements of Section 409A, references in this Agreement to (a) a termination of employment and similar or correlative terms shall mean a “separation of service” within the meaning of Section 409A from the Company and all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 409A and (b) a “change in control” shall be construed to require a “change in control event” (as that term is defined in section 1.409A-3(i)(5) of the Treasury Regulations under Section 409A) with respect to the Company. March 8, 2024 Notwithstanding anything to the contrary in this Agreement, if you are a “specified employee” as defined and applied in Section 409A of the Code as of the Date of Termination, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A of the Code409A) which is payable on account of your separation from service, and to the extent required by Section 409A of the Code409A, no payments due under this Agreement may be made until the earlier of: (i) the first day following the six-month six (6)-month anniversary of your Date of Termination, or (ii) your date of death; provided, however, that any payments delayed during this six-month six (6)-month period shall be paid in the aggregate in a lump sum as soon as administratively practicable following the six-month six (6)-month anniversary of your Date of Termination. If you die on or after the Date of Termination and prior to the six-month six (6)-month anniversary of your Date of Termination, any amount delayed pursuant to this Section 5 6 shall be paid to your estate or beneficiary, as applicable, within 30 thirty (30) days following the date of your death. For purposes of Section 409A of the Code409A, each “payment” (as defined by Section 409A of the Code409A) made under this Agreement shall be considered a “separate payment.” For the avoidance of doubt, all payments under this Agreement are to be paid no later than the last day of the second taxable year following the taxable year of your Date of Termination, in accordance with the separation pay exclusion described in Section l.409A-l(b)(9)(iii)(B) of the Treasury Regulations issued under Section 409A. In the event that the amount September 13, 2023 Page 9 of 12 payable under this Agreement exceeds the amount specified in Section l.409A-l(b)(9)(iii)(A) of such Regulations, the portion of such payment which does not constitute deferred compensation will be paid to you in accordance with the timing rules of Section 3 4 of this Agreement, and only the portion of such payment which constitutes deferred compensation (if any) will be subject to the six6-month delay described above. If either party to this Agreement determines that this Agreement violates Section 409A of the Code and that an amendment of this Agreement would avoid the imposition on any person of additional taxes, penalties or interest under Section 409A of the Code (a “Compliance Amendment”), then that party shall propose the terms of the Compliance Amendment to the other party. The parties shall then in good faith negotiate the terms of any such proposed Compliance Amendment. If an agreement concerning the proposed Compliance Amendment cannot be reached by the parties after the Company determines that a reasonable period of time to consider the terms of the proposal has passed, then the Company shall have the unilateral right to amend this Agreement to the extent the Company deems such action necessary or advisable to avoid the imposition on any person of additional taxes, penalties or interest under Section 409A of the Code. 409A. Any such Compliance Amendment shall be made in a manner which, to the maximum extent the Company agrees or reasonably and in good faith determines to be possible, retains the economic and tax benefits to you hereunder while not increasing the cost to the Company of providing such benefits to youyou and shall not be a basis for a resignation by you for Good Reason under this Agreement.

Code Section 409A Legal Requirements. This Agreement and the benefits provided hereunder are intended to be exempt from or to comply with the requirements of Section 409A of the Code and the Treasury Regulations and other applicable guidance issued by the Treasury Department or Internal Revenue Service thereunder (collectively, “Section 409A”), and shall be interpreted and administered consistent with such intent. To the extent required for compliance with the requirements of Section 409A, references in this Agreement to (a) a termination of employment and similar or correlative terms shall mean a “separation of service” within the meaning of Section 409A 409A. from the Company and all other corporations and trades or businesses, if any, that would be treated as a single “"service recipient” " with the Company under Section 409A and (b) a “change in control” shall be construed to require a “change in control event” (as that term is defined in section 1.409A-3(i)(5) of the Treasury Regulations under Section 409A) with respect to the Company. March 8, 2024 409A. Notwithstanding anything to the contrary in this Agreement, if you are a “specified employee” as defined and applied in Section 409A of the Code as of the Date of Termination, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A of the Code) which is payable on account of your separation from service, and to the extent required by Section 409A of the Code, no payments due under this Agreement may be made until the earlier of: (i) the first day following the sixsixth-month anniversary of your Date of Termination, or (ii) your date of death; provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a lump sum as soon as administratively practicable following the six-sixth month anniversary of your Date of Termination. If you die on or after the Date of Termination and prior to the six-sixth month anniversary of your Date of Termination, any amount delayed pursuant to this Section 5 shall be paid to your estate or beneficiary, as applicable, within 30 days following the date of your death. For purposes of Section 409A of the Code, each “payment” (as defined by Section 409A of the Code) made under this Agreement shall be considered a “separate payment.” For the avoidance of doubt, all payments under this Agreement are to be paid no later than the last day of the second taxable year following the taxable year of your Date of Termination, in accordance with the separation pay exclusion described in Section l.409A-l(b)(9)(iii)(B) of the Treasury Regulations issued under Section 409A. In the event that the amount payable under this Agreement exceeds the amount specified in Section l.409A-l(b)(9)(iii)(A) of such Regulations, the portion of such payment which does not constitute deferred compensation will be paid to you in accordance with the timing rules of Section 3 of this Agreement, and only the portion of such payment which constitutes deferred compensation (if any) will be subject to the six-month delay described above. If either party to this Agreement determines that this Agreement violates Section 409A of the Code and that an amendment of this Agreement would avoid the imposition on any person of additional taxes, penalties or interest under Section 409A of the Code (a “Compliance Amendment”), then that party shall propose the terms of the Compliance Amendment to the other party. The parties shall then in good faith negotiate the terms of any such proposed Compliance Amendment. If an agreement concerning the proposed Compliance Amendment cannot be reached by the parties after the Company determines that a reasonable period of time to consider the terms of the proposal has passed, then the Company shall have the unilateral right to amend this Agreement to the extent the Company deems such action necessary or advisable to avoid the imposition on any person of additional taxes, penalties or interest under Section 409A of the Code. Any such Compliance Amendment shall be made in a manner which, to the maximum extent the Company agrees or reasonably and in good faith determines to be possible, retains the economic and tax benefits to you hereunder while not increasing the cost to the Company of providing such benefits to you.