Common use of Code Section 409A Matters Clause in Contracts

Code Section 409A Matters. Notwithstanding any provision of this Agreement to the contrary, if, at the time of Executive’s “separation of service” (as defined under Code Section 409A) with the Company, Executive is a “specified employee” (as defined in Code Section 409A) and the deferral of the payment or commencement of payment of any severance payments or benefits otherwise payable pursuant to this Agreement (when considered together with any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)) as a result of such separation of service is necessary in order to prevent any accelerated income recognition or additional tax under Code Section 409A(a)(1), then the Company will not pay or commence any payment of any such Deferred Compensation Separation Benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that will not and may not under any circumstances, regardless of when such separation of service occurs, be paid in full by March 15th of the year following Executive’s separation of service until the first payroll date that occurs after the date that is six (6) months following Executive’s separation of service date. If any Deferred Compensation Separation Benefits are delayed under the prior sentence, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s separation of service date or (y) the first payroll date that occurs after the date that is six (6) months following the date of Executive’s separation of service with the Company. For these purposes, each Deferred Compensation Separation Benefits is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This paragraph is intended to comply with the requirements of Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A(a)(1) of the Code and any ambiguities herein will be interpreted to so comply. In furtherance of this interest, to the extent that any regulations or other guidance issued under Code Section 409A after the Effective Date would result in the Executive being subject to payment of interest or tax penalties under Code Section 409A, the parties agree to amend this Agreement if such amendment is legally permissible and will, or reasonably may (based on the determination of the Company), bring this Agreement into compliance with Code Section 409A.

Code Section 409A Matters. Notwithstanding (i) This Agreement is intended to comply with, and shall be interpreted consistent with the applicable requirements of, Code Section 409A and accompanying Department of Treasury regulations and other interpretive EXTERRAN HOLDINGS, INC. PAGE 3 OF 10 CHANGE OF CONTROL AGREEMENT guidance promulgated thereunder (collectively, “Code Section 409A”) and any provision ambiguous provisions will be construed in a manner that is compliant with or exempt from the application of Code Section 409A. Executive shall have no right to specify the calendar year during which any payment hereunder shall be made. (ii) All reimbursements and in-kind benefits provided pursuant to this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (A) the contraryamounts reimbursed and in-kind benefits under this Agreement, ifother than with respect to medical benefits provided under Section 3(b), at during Executive’s taxable year may not affect the time amounts reimbursed or in-kind benefits provided in any other taxable year, (B) the reimbursement of an eligible expense shall be made on or before the last day of Executive’s “separation of service” taxable year following the taxable year in which the expense was incurred, and (as defined under Code Section 409AC) with the Company, right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit. (iii) If Executive is a “specified employee” (as defined in within the meaning of Code Section 409A) and the deferral 409A as of the payment or commencement Date of payment of any severance payments Termination, distributions or benefits otherwise payable pursuant that are subject to Code Section 409A shall be made under this Agreement on the later of (when considered together with any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)A) as a result of such separation of service is necessary in order to prevent any accelerated income recognition or additional tax under Code Section 409A(a)(1), then the Company will not pay or commence any payment of any such Deferred Compensation Separation Benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that will not and may not under any circumstances, regardless of when such separation of service occurs, be paid in full by March 15th of the year following Executive’s separation of service until the first payroll date that occurs after the date that such distribution or benefit is otherwise to be provided under this Agreement and (B) the earlier of (x) the first (1st) business day that occurs following the expiration of the six (6) months following month period beginning on Executive’s separation Date of service date. If any Deferred Compensation Separation Benefits are delayed under the prior sentence, such amounts will be paid in a lump sum to Executive on the earliest of Termination or (xy) Executive’s death following the date of Executive’s separation death. The severance payments under Section 3(a) are deferred compensation subject to the foregoing provision. In addition, in the event of service date or (y) a payment delayed under this Section 3(g)(iii), the first payroll date that occurs after Company agrees to pay to Executive, as of the date that is six (6) months following it makes the date delayed payment, simple interest on such delayed amount at the applicable federal rate provided for in Code Section 7872(f)(2)(A), based on the number of Executive’s separation of service days the payment was delayed. If Executive disagrees with the Company. For these purposes’s determination that Code Section 409A requires such six (6)-month delay with respect to a payment or benefit, each Deferred Compensation Separation Benefits is designated as a separate such payment or benefit and will can be made prior to such delayed payment date if Executive agrees in writing (in the form approved by the Company) that should the IRS subsequently assert that some or all of the payments or benefits made pursuant to this Agreement do not collectively be treated as a single payment or benefit. This paragraph is intended to comply with the requirements of Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A(a)(1) of the Code and any ambiguities herein will be interpreted to so comply. In furtherance of this interest, to the extent that any regulations or other guidance issued under Code Section 409A after the Effective Date would result in the Executive being subject to payment of interest or tax penalties under Code Section 409A, then (i) Executive agrees that he is solely responsible for all taxes, excise taxes, penalties and interest resulting from such determination, and that he will not seek contribution, reimbursement or any other recovery from the parties agree Company or any of its affiliates, officers, employees or directors for any taxes, excise taxes, interest or penalties paid or due or any costs he incurs in challenging such position of the IRS, and (ii) Executive will reimburse, and hold the Company, its affiliates, officers, employees or directors harmless for, any costs, including attorneys fees and costs of court, penalties or fees, that it may incur in connection with a later determination that the payments made pursuant to amend this Agreement if such amendment is legally permissible and will, or reasonably may (based on the determination of the Company), bring this Agreement into compliance with are covered by Code Section 409A.409A and were not properly reported as such. EXTERRAN HOLDINGS, INC. PAGE 4 OF 10 CHANGE OF CONTROL AGREEMENT

Code Section 409A Matters. (i) This Agreement is intended to comply with, and shall be interpreted consistent with the applicable requirements of, Code Section 409A and accompanying Department of Treasury regulations and other interpretive guidance promulgated thereunder (collectively, “Code Section 409A”) and any ambiguous provisions will be construed in a manner that is compliant with or exempt from the application of Code Section 409A. Executive shall have no right to specify the calendar year during which any payment hereunder shall be made. In the event the time period during which Executive is provided to consider and/or revoke the release and waiver under Section 3(e) spans two calendar years, the payment under Section 3(a) shall be made during the second such calendar year (or any later date specified under an applicable provision of the Agreement), even if the release and waiver is executed by Executive and becomes irrevocable during the first such calendar year. (ii) All reimbursements and in-kind benefits provided pursuant to this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (A) the amounts reimbursed and in-kind benefits under this Agreement, other than with respect to medical benefits provided under Section 3(b), during Executive’s taxable year may not affect the amounts reimbursed or in-kind benefits provided in any other taxable year, (B) the reimbursement of an eligible expense shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred, and (C) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit. (iii) Notwithstanding any provision of this Agreement to the contrary, ifthe Company and Executive agree that no benefit or benefits under this Agreement, at the time of Executive’s “separation of service” (as defined under Code Section 409A) with the Companyincluding, Executive is a “specified employee” (as defined in Code Section 409A) and the deferral of the payment or commencement of payment of without limitation, any severance payments or benefits otherwise payable pursuant under Section 3 hereof, shall be paid to Executive during the six (6)-month period following the Separation Date if paying such amounts at the time or times indicated in this Agreement (when considered together with any other severance payments or separation benefits that may be considered deferred compensation would constitute a prohibited distribution under Section 409A (together, 409A(a)(2)(B)(i) of the “Deferred Compensation Separation Benefits”)) Code. If the payment of any such amounts is delayed as a result of such separation of service is necessary in order to prevent any accelerated income recognition or additional tax under Code Section 409A(a)(1)the previous sentence, then the Company will not pay or commence any payment of any such Deferred Compensation Separation Benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that will not and may not under any circumstances, regardless of when such separation of service occurs, be paid in full by March 15th of the year following Executive’s separation of service until on the first payroll date that occurs after (1st) business day next following the earlier of (i) the date that is six (6) months following Executive’s separation of service date. If any Deferred Compensation Separation Benefits are delayed under the prior sentence, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death and one day following the date of Executive’s separation termination of service date or employment, (yii) the first payroll date that occurs after the date that is six (6) months following the date of Executive’s separation death or (iii) such earlier date as complies with the requirements of service Section 409A, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period. In addition, in the event of a payment delayed under this Section 3(g)(iii), the Company agrees to pay to Executive, as of the date it makes the delayed payment, simple interest on such delayed amount at the applicable federal rate provided for in Code Section 7872(f)(2)(A), based on the number of days the payment was delayed. If Executive disagrees with the Company. For these purposes’s determination that Code Section 409A requires such six (6)-month delay with respect to a payment or benefit, each Deferred Compensation Separation Benefits is designated as a separate such payment or benefit and will can be made prior to such delayed payment date if Executive agrees in writing (in the form approved by the Company) that should the IRS subsequently assert that some or all of the payments or benefits made pursuant to this Agreement do not collectively be treated as a single payment or benefit. This paragraph is intended to comply with the requirements of Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A(a)(1) of the Code and any ambiguities herein will be interpreted to so comply. In furtherance of this interest, to the extent that any regulations or other guidance issued under Code Section 409A after the Effective Date would result in the Executive being subject to payment of interest or tax penalties under Code Section 409A, then (i) Executive agrees that Executive is solely responsible for all taxes, excise taxes, penalties and interest resulting from such determination, and that Executive will not seek contribution, reimbursement or any other recovery from the parties agree Company or any of its affiliates, officers, employees or directors for any taxes, excise taxes, interest or penalties paid or due or any costs Executive incurs in challenging such position of the IRS, and (ii) Executive will reimburse, and hold the Company, its affiliates, officers, employees or directors harmless for, any costs, including attorneys’ fees and costs of court, penalties or fees, that it may incur in connection with a later determination that the payments made pursuant to amend this Agreement if such amendment is legally permissible and will, or reasonably may (based on the determination of the Company), bring this Agreement into compliance with are covered by Code Section 409A.409A and were not properly reported as such.

Code Section 409A Matters. (i) This Agreement is intended to comply with, and shall be interpreted consistent with the applicable requirements of, Code Section 409A and accompanying Department of Treasury regulations and other interpretive guidance promulgated thereunder (collectively, “Code Section 409A”) and any ambiguous provisions will be construed in a manner that is compliant with or exempt from the application of Code Section 409A. Executive shall have no right to specify the calendar year during which any payment hereunder shall be made. In the event the time period during which Executive is provided to consider and/or revoke the release and waiver under Section 3(e) spans two calendar years, the payment under Section 3(a) shall be made during the second such calendar year (or any later date specified under an applicable provision of the Agreement), even if the release and waiver is executed by Executive and becomes irrevocable during the first such calendar year. (ii) All reimbursements and in-kind benefits provided pursuant to this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (A) the amounts reimbursed and in-kind benefits under this Agreement, other than with respect to medical benefits provided under Section 3(b), during Executive’s taxable year may not affect the amounts EXTERRAN CORPORATION PAGE 4 OF 12 CHANGE OF CONTROL AGREEMENT reimbursed or in-kind benefits provided in any other taxable year, (B) the reimbursement of an eligible expense shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred, and (C) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit. (iii) Notwithstanding any provision of this Agreement to the contrary, ifthe Company and Executive agree that no benefit or benefits under this Agreement, at the time of Executive’s “separation of service” (as defined under Code Section 409A) with the Companyincluding, Executive is a “specified employee” (as defined in Code Section 409A) and the deferral of the payment or commencement of payment of without limitation, any severance payments or benefits otherwise payable pursuant under Section 3 hereof, shall be paid to Executive during the six (6)-month period following the Separation Date if paying such amounts at the time or times indicated in this Agreement (when considered together with any other severance payments or separation benefits that may be considered deferred compensation would constitute a prohibited distribution under Section 409A (together, 409A(a)(2)(B)(i) of the “Deferred Compensation Separation Benefits”)) Code. If the payment of any such amounts is delayed as a result of such separation of service is necessary in order to prevent any accelerated income recognition or additional tax under Code Section 409A(a)(1)the previous sentence, then the Company will not pay or commence any payment of any such Deferred Compensation Separation Benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that will not and may not under any circumstances, regardless of when such separation of service occurs, be paid in full by March 15th of the year following Executive’s separation of service until on the first payroll date that occurs after (1st) business day next following the earlier of (i) the date that is six (6) months following Executive’s separation of service date. If any Deferred Compensation Separation Benefits are delayed under the prior sentence, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death and one day following the date of Executive’s separation termination of service date or employment, (yii) the first payroll date that occurs after the date that is six (6) months following the date of Executive’s separation death or (iii) such earlier date as complies with the requirements of service Section 409A, the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period. In addition, in the event of a payment delayed under this Section 3(g)(iii), the Company agrees to pay to Executive, as of the date it makes the delayed payment, simple interest on such delayed amount at the applicable federal rate provided for in Code Section 7872(f)(2)(A), based on the number of days the payment was delayed. If Executive disagrees with the Company. For these purposes’s determination that Code Section 409A requires such six (6)-month delay with respect to a payment or benefit, each Deferred Compensation Separation Benefits is designated as a separate such payment or benefit and will can be made prior to such delayed payment date if Executive agrees in writing (in the form approved by the Company) that should the IRS subsequently assert that some or all of the payments or benefits made pursuant to this Agreement do not collectively be treated as a single payment or benefit. This paragraph is intended to comply with the requirements of Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A(a)(1) of the Code and any ambiguities herein will be interpreted to so comply. In furtherance of this interest, to the extent that any regulations or other guidance issued under Code Section 409A after the Effective Date would result in the Executive being subject to payment of interest or tax penalties under Code Section 409A, then (i) Executive agrees that Executive is solely responsible for all taxes, excise taxes, penalties and interest resulting from such determination, and that Executive will not seek contribution, reimbursement or any other recovery from the parties agree Company or any of its affiliates, officers, employees or directors for any taxes, excise taxes, interest or penalties paid or due or any costs Executive incurs in challenging such position of the IRS, and (ii) Executive will reimburse, and hold the Company, its affiliates, officers, employees or directors harmless for, any costs, including attorneys’ fees and costs of court, penalties or fees, that it may incur in connection with a later determination that the payments made pursuant to amend this Agreement if such amendment is legally permissible and will, or reasonably may (based on the determination of the Company), bring this Agreement into compliance with are covered by Code Section 409A.409A and were not properly reported as such.

Code Section 409A Matters. Notwithstanding (i) This Agreement is intended to comply with, and shall be interpreted consistent with the applicable requirements of, Code Section 409A and any provision ambiguous provisions will be construed in a manner that is compliant with or exempt from the application of Code Section 409A. Executive shall have no right to specify the calendar year during which any payment hereunder shall be made. (ii) All reimbursements and in-kind benefits provided pursuant to this Agreement shall be made in accordance with Treasury Regulations Section 1.409A-3(i)(1)(iv) such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (A) the contraryamounts reimbursed and in-kind benefits Change of Control Agreement under this Agreement, ifother than with respect to medical benefits provided under Section 3(b), at during Executive’s taxable year may not affect the time amounts reimbursed or in-kind benefits provided in any other taxable year, (B) the reimbursement of an eligible expense shall be made on or before the last day of Executive’s “separation of service” taxable year following the taxable year in which the expense was incurred, and (as defined under Code Section 409AC) with the Company, right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit. (iii) If Executive is a “specified employee” (as defined in within the meaning of Code Section 409A) and the deferral 409A as of the payment or commencement his Date of payment of any severance payments Termination, distributions or benefits otherwise payable pursuant that are subject to Code Section 409A shall be made under this Agreement on the later of (when considered together with any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)A) as a result of such separation of service is necessary in order to prevent any accelerated income recognition or additional tax under Code Section 409A(a)(1), then the Company will not pay or commence any payment of any such Deferred Compensation Separation Benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that will not and may not under any circumstances, regardless of when such separation of service occurs, be paid in full by March 15th of the year following Executive’s separation of service until the first payroll date that occurs after the date that such distribution or benefit is six otherwise to be provided under this Agreement and (6B) months following Executive’s separation of service date. If any Deferred Compensation Separation Benefits are delayed under the prior sentence, such amounts will be paid in a lump sum to Executive on the earliest earlier of (x) the first business day that occurs following the expiration of six months after Executive’s death following Date of Termination or (y) the date of Executive’s separation death. The severance payments under Section 3(a) are deferred compensation subject to the foregoing provision. In addition, in the event of service date or (y) a payment delayed under this Section 3(g)(iii), the first payroll date that occurs after Company agrees to pay to Executive, as of the date that is six (6) months following it makes the date delayed payment, simple interest on such delayed amount at the applicable Federal rate provided for in Code Section 7872(f)(2)(A), based on the number of Executive’s separation of service days the payment was delayed. If Executive disagrees with the Company. For these purposes’s determination that Code Section 409A requires such six-month delay with respect to a payment or benefit, each Deferred Compensation Separation Benefits is designated as a separate such payment or benefit and will can be made prior to such delayed payment date if Executive agrees in writing (in the form approved by the Company) that should the IRS subsequently assert that some or all of the payments or benefits made pursuant to this Agreement do not collectively be treated as a single payment or benefit. This paragraph is intended to comply with the requirements of Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A(a)(1) of the Code and any ambiguities herein will be interpreted to so comply. In furtherance of this interest, to the extent that any regulations or other guidance issued under Code Section 409A after the Effective Date would result in the Executive being subject to payment of interest or tax penalties under Code Section 409A, then (i) Executive agrees that he is solely responsible for all taxes, excise taxes, penalties and interest resulting from such determination, and that he will not seek contribution, reimbursement or any other recovery from the parties agree Company or any of its affiliates, officers, employees or directors for any taxes, excise taxes, interest or penalties paid or due or any costs he incurs in challenging such position of the IRS, and (ii) Executive will reimburse, and hold the Company, its affiliates, officers, employees or directors harmless for, any costs, including attorneys fees and costs of court, penalties or fees, that it may incur in connection with a later determination that the payments made pursuant to amend this Agreement if such amendment is legally permissible and will, or reasonably may (based on the determination of the Company), bring this Agreement into compliance with are covered by Code Section 409A.409A and were not properly reported as such.

Code Section 409A Matters. Notwithstanding any provision of this Agreement to the contrary, if, at the time of Executive’s “separation of service” (as defined under Code Section 409A) with the Company, Executive is a “specified employee” (as defined in Code Section 409A) and the deferral of the payment or commencement of payment of any severance payments or benefits otherwise payable pursuant to this Agreement (when considered together with any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)) as a result of such separation of service is necessary in order to prevent any accelerated income recognition or additional tax under Code Section 409A(a)(1), then the Company will not pay or commence any payment of any such Deferred Compensation Separation Benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that will not and may not under any circumstances, regardless of when such separation of service occurs, be paid in full by March 15th of the year following Executive’s separation of service until the first payroll date that occurs after the date that is six (6) months following Executive’s separation of service date. If any Deferred Compensation Separation Benefits are delayed under the prior sentence, such amounts will be paid in a lump sum to Executive on the earliest of (x) Executive’s death following the date of Executive’s separation of service date or (y) the first payroll date that occurs after the date that is six (6) months following the date of Executive’s separation of service with the Company. For these purposes, each Deferred Compensation Separation Benefits is designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This paragraph is intended to comply with the requirements of Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A(a)(1) of the Code and any ambiguities herein will be interpreted to so comply. In furtherance of this interest, to the extent that any regulations or other guidance issued under Code Section 409A after the Effective Date would result in the Executive being subject to payment of interest or of tax penalties under Code Section 409A, the parties agree to amend this Agreement if such amendment is legally permissible and will, or reasonably may (based on the determination of the Company), bring this Agreement into compliance with Code Section 409A.

Code Section 409A Matters. Notwithstanding (i) This Agreement is intended to comply with, and shall be interpreted consistent with the applicable requirements of, Code Section 409A and any provision ambiguous provisions will be construed in a manner that is compliant with or exempt from the application of Code Section 409A. Executive shall have no right to specify the calendar year during which any payment hereunder shall be made. (ii) All reimbursements and in-kind benefits provided pursuant to this Agreement shall be made in accordance with Treasury Regulations Section 1.409A-3(i)(1)(iv) such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (A) the contraryamounts reimbursed and in-kind benefits under this Agreement, ifother than with respect to medical benefits provided under Section 3(b), at during Executive’s taxable year may not affect the time amounts reimbursed or in-kind benefits provided in any other taxable year, (B) the reimbursement of an eligible expense shall be made on or before the last day of Executive’s “separation taxable year following the taxable year in which the expense was Change of service” Control Agreement incurred, and (as defined under Code Section 409AC) with the Company, right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit. (iii) If Executive is a “specified employee” (as defined in within the meaning of Code Section 409A) and the deferral 409A as of the payment or commencement his Date of payment of any severance payments Termination, distributions or benefits otherwise payable pursuant that are subject to Code Section 409A shall be made under this Agreement on the later of (when considered together with any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)A) as a result of such separation of service is necessary in order to prevent any accelerated income recognition or additional tax under Code Section 409A(a)(1), then the Company will not pay or commence any payment of any such Deferred Compensation Separation Benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to Executive) that will not and may not under any circumstances, regardless of when such separation of service occurs, be paid in full by March 15th of the year following Executive’s separation of service until the first payroll date that occurs after the date that such distribution or benefit is six otherwise to be provided under this Agreement and (6B) months following Executive’s separation of service date. If any Deferred Compensation Separation Benefits are delayed under the prior sentence, such amounts will be paid in a lump sum to Executive on the earliest earlier of (x) the first business day that occurs following the expiration of six months after Executive’s death following Date of Termination or (y) the date of Executive’s separation death. The severance payments under Section 3(a) are deferred compensation subject to the foregoing provision. In addition, in the event of service date or (y) a payment delayed under this Section 3(g)(iii), the first payroll date that occurs after Company agrees to pay to Executive, as of the date that is six (6) months following it makes the date delayed payment, simple interest on such delayed amount at the applicable Federal rate provided for in Code Section 7872(f)(2)(A), based on the number of Executive’s separation of service days the payment was delayed. If Executive disagrees with the Company. For these purposes’s determination that Code Section 409A requires such six-month delay with respect to a payment or benefit, each Deferred Compensation Separation Benefits is designated as a separate such payment or benefit and will can be made prior to such delayed payment date if Executive agrees in writing (in the form approved by the Company) that should the IRS subsequently assert that some or all of the payments or benefits made pursuant to this Agreement do not collectively be treated as a single payment or benefit. This paragraph is intended to comply with the requirements of Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A(a)(1) of the Code and any ambiguities herein will be interpreted to so comply. In furtherance of this interest, to the extent that any regulations or other guidance issued under Code Section 409A after the Effective Date would result in the Executive being subject to payment of interest or tax penalties under Code Section 409A, then (i) Executive agrees that he is solely responsible for all taxes, excise taxes, penalties and interest resulting from such determination, and that he will not seek contribution, reimbursement or any other recovery from the parties agree Company or any of its affiliates, officers, employees or directors for any taxes, excise taxes, interest or penalties paid or due or any costs he incurs in challenging such position of the IRS, and (ii) Executive will reimburse, and hold the Company, its affiliates, officers, employees or directors harmless for, any costs, including attorneys fees and costs of court, penalties or fees, that it may incur in connection with a later determination that the payments made pursuant to amend this Agreement if such amendment is legally permissible and will, or reasonably may (based on the determination of the Company), bring this Agreement into compliance with are covered by Code Section 409A.409A and were not properly reported as such.