Common use of Compliance with IRC Section 409A Clause in Contracts

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the Participant’s termination of employment with the Company and its Affiliates the Participant is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months and one day following the Participant’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments or other benefits due to the Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Committee, that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to implement the provisions of this Section 14 in good faith; provided that neither the Company, the Committee nor any of the Company’s employees, directors or representatives shall have any liability to the Participant with respect to this Section 14.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the ParticipantExecutive’s termination of employment with the Company and its Affiliates the Participant Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantExecutive) until the date that is six months and one day following the ParticipantExecutive’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to the Participant Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the CommitteeBoard, that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to implement consult with Executive in good faith regarding the implementation of the provisions of this Section 14 in good faith12(g); provided that neither the Company, the Committee Company nor any of the Company’s employees, directors its employees or representatives shall have any liability to the Participant Executive with respect to this Section 14thereto.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the Participant’s Executive's termination of employment with the Company and its Affiliates the Participant Executive is a “"specified employee” Executive" as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantExecutive) until the date that is six months and one day following the Participant’s Executive's termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to the Participant Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the CommitteeBoard, that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to implement consult with Executive in good faith regarding the implementation of the provisions of this Section 14 in good faithG; provided that neither the Company, the Committee Company nor any of the Company’s employees, directors its Executives or representatives shall have any liability to the Participant Executive with respect to this Section 14thereto.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the ParticipantExecutive’s termination of employment with the Company and its Affiliates the Participant Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantExecutive) until the date that is six months and one day following the ParticipantExecutive’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to the Participant Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the CommitteeBoard, that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to implement consult with Executive in good faith regarding the implementation of the provisions of this Section 14 in good faith12(g); provided that neither the Company, the Committee Company nor any of the Company’s employees, directors its employees or representatives shall have any liability to the Participant Executive with respect to this Section 14thereto.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the Participant’s Executive's termination of employment with the Company and its Affiliates the Participant Executive is a “"specified employee” " as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantExecutive) until the date that is six months and one day following the Participant’s Executive's termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to the Participant Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the CommitteeBoard, that does not cause such an accelerated or additional taxtax while, to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefits. The Company shall use commercially reasonable efforts to implement consult with the Executive in good faith regarding the implementation of the provisions of this Section 14 in good faith12(f); provided that neither the Company, the Committee Company nor any of the Company’s employees, directors its employees or representatives shall have any liability to the Participant Executive with respect to this Section 14thereto.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the ParticipantExecutive’s termination of employment with the Company and its Affiliates the Participant Company, Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantExecutive) until the date that is six months and one day following the ParticipantExecutive’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) ), and (ii) if any other payments of money or other benefits due to the Participant Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the CommitteeBoard of Directors of the Company, that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to implement consult with the Executive in good faith regarding the implementation of the provisions of this Section 14 in good faith; provided that neither the Company, the Committee nor any of the Company’s employees, directors or representatives shall have any liability to the Participant with respect to this Section 149.9.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the ParticipantEmployee’s termination of employment with the Company and its Affiliates the Participant Employer Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company Employer will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantEmployee) until the date that is six months and one day following the ParticipantEmployee’s termination of employment with the Company and its Affiliates Employer (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to the Participant Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the CommitteeBoard, that does not cause such an accelerated or additional tax. The Company Employer shall use commercially reasonable efforts to implement consult with Employee in good faith regarding the implementation of the provisions of this Section 14 in good faithSection; provided that neither the Company, the Committee Employer nor any of the Company’s employees, directors its employees or representatives shall have any liability to the Participant Employee with respect to this Section 14thereto.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the Participant’s termination of employment with the Company and its Affiliates the Participant is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months and one day following the Participant’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments or other benefits due to the Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Committee, that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to implement the provisions of this Section 14 15 in good faith; provided that neither the Company, the Committee nor any of the Company’s employees, directors or representatives shall have any liability to the Participant with respect to this Section 1415.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the ParticipantWatford’s termination of employment with the Company and its Affiliates the Participant Watford is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantWatford) until the date that is six months and one day following the ParticipantWatford’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to the Participant Watford hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the CommitteeCompany’s Board of Directors, that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to implement the provisions of this Section 14 in good faith; provided that neither the Company, the Committee nor any of the Company’s employees, directors or representatives shall have any liability to the Participant with respect to this Section 14.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the ParticipantExecutive’s termination of employment with the Company and its Affiliates the Participant Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code ”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantExecutive) until the date that is six months and one day following the ParticipantExecutive’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to the Participant Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the CommitteeBoard, that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to implement consult with Executive in good faith regarding the implementation of the provisions of this Section 14 in good faithVIII.G.; provided that neither the Company, the Committee Company nor any of the Company’s employees, directors its employees or representatives shall have any liability to the Participant Executive with respect to this Section 14thereto.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the Participant’s termination of employment Employment with the Company and its Affiliates the Participant is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment Employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months and one day following the Participant’s termination of employment Employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments or other benefits due to the Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Committee, that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to implement the provisions of this Section 14 17 in good faith; provided that neither the Company, the Committee nor any of the Company’s employees, directors or representatives shall have any liability to the Participant with respect to this Section 1417.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the ParticipantDirector’s termination of employment services with the Company and its Affiliates the Participant Director is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantDirector) until the date that is six months and one day following the ParticipantDirector’s termination of employment services with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to the Participant Director hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the CommitteeBoard, that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to implement consult with Director in good faith regarding the implementation of the provisions of this Section 14 in good faith11(g); provided that neither the Company, the Committee Company nor any of the Company’s employees, directors its employees or representatives shall have any liability to the Participant Director with respect to this Section 14thereto.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the Participant’s termination of employment with the Company and its Affiliates the Participant is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months and one day following the Participant’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments or other benefits due to the Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Committee, that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to implement the provisions of this Section 14 15 in good faith; provided that neither the Company, the Committee nor any of the Company’s employees, directors or representatives shall have any liability to the Participant with respect to this Section 1415.]

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the ParticipantExecutive’s termination of employment with the Company and its Affiliates the Participant Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantExecutive) until the date that is six months and one day following the ParticipantExecutive’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to the Participant Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the CommitteeBoard, that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to implement the provisions of this Section 14 in good faith; provided that neither the Company, the Committee Company nor any of the Company’s employees, directors its employees or representatives shall have any liability to the Participant Executive with respect to thereto. Monthly payment amounts deferred pursuant to this Section 14will be accumulated for six months and that such accumulated amount will be paid to Executive six months after termination and the balance of payments due the Executive will be paid monthly.

Compliance with IRC Section 409A. This Section 4.2 only applies if Employee is subject to taxes in the U.S. Notwithstanding anything herein to the contrary, (i) if at the time of the Participant’s termination of employment with the Company and its Affiliates the Participant Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code (“Section 409A”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code409A, then the Company Orbitz will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantEmployee) until the date that is six months and one day following the ParticipantEmployee’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code409A) and (ii) if any other payments of money or other benefits due to the Participant Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the CommitteeOrbitz, that does not cause such an accelerated or additional tax. The Company Orbitz shall use commercially reasonable efforts to implement consult with Employee in good faith regarding the implementation of the provisions of this Section 14 in good faith4.2; provided that neither the Company, the Committee Company nor any of the Company’s employees, directors its employees or representatives shall have any liability to the Participant Employee with respect to this Section 14thereto.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (ia) if at the time of the ParticipantExecutive’s termination of employment with the Company and its Affiliates the Participant Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantExecutive) until the date that is six months and one day following the ParticipantExecutive’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (iib) if any other payments of money or other benefits due to the Participant Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the CommitteeBoard, that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to implement consult with Executive in good faith regarding the implementation of the provisions of this Section 14 in good faith12; provided that neither the Company, the Committee Company nor any of the Company’s employees, directors its employees or representatives shall have any liability to the Participant Executive with respect to this Section 14thereto. [Signatures on next page.]

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the ParticipantExecutive’s termination of employment with the Company and its Affiliates the Participant Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantExecutive) until the date that is six months and one day following the ParticipantExecutive’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to the Participant Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the CommitteeBoard (or any committees thereof), that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to implement consult with Executive in good faith regarding the implementation of the provisions of this Section 14 in good faith11(g); provided that neither the Company, the Committee Company nor any of the Company’s employees, directors its employees or representatives shall have any liability to the Participant Executive with respect to this Section 14thereto.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the ParticipantEmployee’s termination of employment with the Company and its Affiliates Employer the Participant Employee is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company Employer will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the ParticipantEmployee) until the date that is six months and one day following the ParticipantEmployee’s termination of employment with the Company and its Affiliates Employer (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to the Participant Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the CommitteeBoard, that does not cause such an accelerated or additional tax. The Company Employer shall use commercially reasonable efforts to implement consult with the Employee in good faith regarding the implementation of the provisions of this Section 14 in good faith12(g); provided that neither the Company, the Committee Employer nor any of the Company’s employees, directors its employees or representatives shall have any liability to the Participant Employee with respect to this Section 14thereto.