Common use of Compliance with Section 409A and Authoritative Guidance Clause in Contracts

Compliance with Section 409A and Authoritative Guidance. Notwithstanding anything in this Plan to the contrary, all provisions of this Plan, including but not limited to the definitions of terms, elections to defer, and distributions, shall be made in accordance with and shall comply with Section 409A and any authoritative guidance. The Plan Sponsor will amend the terms of this Plan retroactively, if necessary, to the extent required to comply with Section 409A and any authoritative guidance. No provision of this Plan shall be followed to the extent that following such provision would result in a violation of Section 409A or the authoritative guidance, and no election made by a Participant hereunder, and no change made by a Participant to a previous election, shall be accepted by the Plan Sponsor if the Plan Sponsor determines that acceptance of such election or change could violate any of the requirements of Section 409A or the authoritative guidance. This Plan and any accompanying forms shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A and the authoritative guidance, including, without limitation, any such Treasury Regulations or other guidance that may be issued after the date hereof. Status of Plan. The Plan is intended to be a plan that: (i) is not qualified within the meaning of Code Section 401(a); and (ii) “is unfunded and is maintained by the Plan Sponsor primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3), and 401(a)(1). Furthermore, the provisions of this Plan, both in form and in operation, are intended to comply with the requirements of Section 409A(a)(2), (3), and (4) of the Code. This Plan shall be administered and interpreted to the extent possible in a manner consistent with these intentions. If the Plan Sponsor or Plan Administrator determines in good faith that a Participant who has not experienced a Separation from Service no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, or that such a Participant’s participation in the Plan could jeopardize the status of this Plan as a plan intended to be “unfunded” and “maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3), and 401(a)(1), or causes the Plan to fail to comply with any requirements of Sections 409A(a)(2), (3), or (4) of the Code, the Plan Sponsor may take reasonable steps necessary to maintain the status of the Plan as such or to prevent or cure any failure, as the case may be.