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

Compliance with Code Section 409A: Termination Date before Change in Control. The Company and Executive intend that (i) in the event Executive’s Termination Date occurs within one hundred eighty (180) days before a Change in Control, the Base Severance Payments paid on account of the Executive’s Termination Date will constitute payments on account of an involuntary separation from service as described in Section 7.2(d) up until the Limit, and amounts in excess of the Limit will constitute deferred compensation subject to Code Section 409A and will be subject to the delayed payment restrictions of Section 7.9, and (ii) the Enhanced Severance Payments made upon the subsequent Change in Control will constitute deferred compensation subject to Code Section 409A and will be subject to the delayed payment restrictions of Section 7.9. In any event, neither party will be liable to the other if any such payment receives different tax treatment.

Compliance with Code Section 409A: Termination Date before Change in Control. The Company and Executive intend that (i) in the event Executive’s Termination Date occurs within one hundred eighty (180) days before a Change in Control, the Base Severance Payments paid on account of the Executive’s Termination Date will shall constitute payments on account of an involuntary separation from service as described in Section 7.2(d) up until the Limit, and amounts in excess of the Limit will shall constitute deferred compensation subject to Code Section 409A and will shall be subject to the delayed payment restrictions of Section 7.9, and (ii) the Enhanced Severance Payments made upon the subsequent Change in Control will constitute deferred compensation subject to Code Section 409A and will shall be subject to the delayed payment restrictions of Section 7.9. In any event, neither party will shall be liable to the other if any such payment receives different tax treatment.