Common use of Compliance with Code Section 409A: Termination Date after Change in Control Clause in Contracts

Compliance with Code Section 409A: Termination Date after Change in Control. The Company and Executive intend that payments under Section 7.4(b)(i) made in the event Executive’s Termination Date occurs within three hundred and sixty five (365) days after a Change of Control shall constitute payments on account of an involuntary separation from service as described in Section 7.2(d) up until the lesser of: (a) two times (2x) the Executive’s annualized compensation based upon the annual rate of pay in effect for the taxable year preceding the termination (including any Bonus paid), adjusted for any increase for the year of termination if such increase was expected to continue indefinitely; and (b) the maximum amount that may be taken into account under a qualified plan pursuant to Code section 401(a)(17) for the year in which the Executive terminates employment (the lesser of (a) and (b) referred to herein as the “Limit”). In the event the Enhanced Severance Pay exceeds the Limit, the remaining payments shall constitute deferred compensation subject to Code Section 409A and shall be subject to the delayed payment restrictions of Section 7.9. In any event, neither party shall be liable to the other if any such payment receives different tax treatment.

Compliance with Code Section 409A: Termination Date after Change in Control. The Company and Executive intend that payments under Section 7.4(b)(i) made in the event Executive’s Termination Date occurs within three hundred and sixty five (365) days after a Change of Control shall will constitute payments on account of an involuntary separation from service as described in Section 7.2(d) up until the lesser of: (a) two times (2x) the Executive’s annualized compensation based upon the annual rate of pay in effect for the taxable year preceding the termination (including any Bonus Incentive Compensation paid), adjusted for any increase for the year of termination if such increase was expected to continue indefinitely; and (b) the maximum amount that may be taken into account under a qualified plan pursuant to Code section 401(a)(17) for the year in which the Executive terminates employment (the lesser of (a) and (b) referred to herein as the “Limit”). In the event the Enhanced Severance Pay exceeds the Limit, the remaining payments shall will constitute deferred compensation subject to Code Section 409A and shall will be subject to the delayed payment restrictions of Section 7.9. In any event, neither party shall will be liable to the other if any such payment receives different tax treatment.

Compliance with Code Section 409A: Termination Date after Change in Control. The Company and Executive intend that payments under Section 7.4(b)(i) made in the event Executive’s Termination Date occurs within three hundred and sixty five (365) days after a Change of Control shall will constitute payments on account of an involuntary separation from service as described in Section 7.2(d) up until the lesser of: (a) two times (2x) the Executive’s annualized compensation based upon the annual rate of pay in effect for the taxable year preceding the termination (including any Bonus Incentive Compensation paid), adjusted for any increase for the year of termination if such increase was expected to continue indefinitely; and (b) the maximum amount that may be taken into account under a qualified plan pursuant to Code section Section 401(a)(17) for the year in which the Executive terminates employment (the lesser of (a) and (b) referred to herein as the “Limit”). In the event the Enhanced Severance Pay exceeds the Limit, the remaining payments shall will constitute deferred compensation subject to Code Section 409A and shall will be subject to the delayed payment restrictions of Section 7.9. In any event, neither party shall will be liable to the other if any such payment receives different tax treatment.