Common use of Compliance With Section 409a of Internal Revenue Code Clause in Contracts

Compliance With Section 409a of Internal Revenue Code. (a) Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason the occurrence of a Change in Control or your Disability or separation from service, such amount or benefit will not be payable or distributable to you by reason of such circumstance unless (i) the circumstances giving rise to such Change in Control, Disability or separation from service meet the description or definition of “change in control event,” “disability” or “separation from service,” as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service” or any later date required by subsection (b) below. (b) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason your separation from service during a period in which you are a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, your right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of your death or the first day of the seventh month following your separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following your separation from service will be accumulated and your right to receive payment or distribution of such accumulated amount will be delayed until the earlier of your death or the first day of the seventh month following your separation from service, whereupon the accumulated amount will be paid or distributed to you and the normal payment or distribution schedule for any remaining payments or distributions will resume.

Compliance With Section 409a of Internal Revenue Code. Notwithstanding any provisions herein, you and the Company confirm that they understand and agree that it is possible that certain payments contemplated by this Agreement may be deemed by the appropriate authorities to be “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”). Notwithstanding any other provision of this Separation Agreement to the contrary, in the event that payment of nonqualified deferred compensation made pursuant to this Separation Agreement is based upon or attributable to your termination of employment and you are at the time of your termination a “Specified Employee” then any payment of nonqualified deferred compensation required to be made to you in the first six (6) months following your termination shall be deferred and paid in a lump sum to you on the date that is six (6) months and one day after the date of your “Separation from Service” within the meaning of Section 409A of the Code. You will be a “Specified Employee” for purposes of this Separation Agreement if, on the date of your Separation from Service, you are an individual who, under the method of determination adopted by the Company, is designated as, or within the category of employees deemed to be, a “specified employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination. Notwithstanding anything in any other provision of this Separation Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “reimbursement of expenses constitutes nonqualified deferred compensation” compensation for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason the occurrence of a Change in Control or your Disability or separation from serviceCode, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount or benefit will of expenses reimbursed in one year shall not be payable or distributable affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. The Company shall have no liability to you by reason if this Agreement or any amounts paid or payable hereunder are subject to Section 409A of such circumstance unless (i) the circumstances giving rise to such Change in ControlCode or the additional tax thereunder. Although the Company does not guarantee the tax treatment of any payments under the Agreement, Disability the intent of the parties is that the payments and benefits under this Agreement be exempt from, or separation from service meet the description or definition of “change in control event,” “disability” or “separation from service,” as the case may becomply with, in Section 409A of the Code and applicable regulations (without giving effect to the maximum extent permitted by the agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or its affiliates or their respective officers, directors, employees or agents be liable for any elective provisions additional tax, interest or penalties that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of imposed on Executive by Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service” or any later date required by subsection (b) below. (b) Notwithstanding anything in this Agreement damages for failing to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of comply with Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason your separation from service during a period in which you are a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, your right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of your death or the first day of the seventh month following your separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following your separation from service will be accumulated and your right to receive payment or distribution of such accumulated amount will be delayed until the earlier of your death or the first day of the seventh month following your separation from service, whereupon the accumulated amount will be paid or distributed to you and the normal payment or distribution schedule for any remaining payments or distributions will resumeCode.

Compliance With Section 409a of Internal Revenue Code. Although the Company does not guarantee the tax treatment of any payments under this Separation Agreement, the intent of the Company is that the payments and benefits under this Separation Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended, and all Treasury Regulations and guidance promulgated thereunder (a“Section 409A of the Code”) and to the maximum extent permitted the Separation Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or its affiliates or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on you by Section 409A of the Code or damages for failing to comply with Section 409A of the Code. No nonqualified deferred compensation payable hereunder shall be paid or be subject to acceleration or to any change in the specified time or method of payment, except as otherwise provided under this Separation Agreement and consistent with Section 409A of the Code. Notwithstanding anything any other provision of this Separation Agreement to the contrary, in the event that payment of nonqualified deferred compensation made pursuant to this Separation Agreement is based upon or attributable to your termination of employment and you are at the time of your termination a “Specified Employee” then any payment of nonqualified deferred compensation required to be made to you in the first six (6) months following your termination shall be deferred and paid in a lump sum to you on the date that is six (6) months and one day after the date of your “Termination from Service” within the meaning of Section 409A of the Code. You will be a “Specified Employee” for purposes of this Separation Agreement if, on the date of your Termination from Service, you are an individual who, under the method of determination adopted by the Company, is designated as, or within the category of employees deemed to be, a “specified employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination. Notwithstanding any other provision of this Separation Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “reimbursement of expenses constitutes nonqualified deferred compensation” compensation for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason the occurrence of a Change in Control or your Disability or separation from serviceCode, such amount or benefit will not reimbursement shall be payable or distributable to you by reason of such circumstance unless (i) the circumstances giving rise to such Change in Control, Disability or separation from service meet the description or definition of “change in control event,” “disability” or “separation from service,” as the case may be, in Section 409A provided no later than December 31 of the Code and applicable regulations (without giving effect to year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any elective provisions that may be available under such definition), or (ii) the payment or distribution of such subsequent year. The amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a Change in-kind benefits provided in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution one year shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service” or any later date required by subsection (b) below. (b) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason your separation from service during a period in which you are a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, your right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of your death or the first day of the seventh month following your separation from service; and (ii) if the payment or distribution is payable over time, not affect the amount of such nonin-exempt deferred compensation that would otherwise be payable during the six-month period immediately following your separation from service will be accumulated and your right to receive payment or distribution of such accumulated amount will be delayed until the earlier of your death or the first day of the seventh month following your separation from service, whereupon the accumulated amount will be paid or distributed to you and the normal payment or distribution schedule for kind benefits provided in any remaining payments or distributions will resumeother year.

Compliance With Section 409a of Internal Revenue Code. (a) Notwithstanding anything in any provisions of the Employment Agreement, you and the Company confirm that they understand and agree that it is possible that certain payments contemplated by this Agreement may be deemed by the appropriate authorities to the contrary, to the extent that any amount or benefit that would constitute non-exempt be “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code would otherwise of 1986, as amended (the “Code”). No nonqualified deferred compensation payable hereunder shall be payable paid or distributable hereunder by reason the occurrence of a Change in Control be subject to acceleration or your Disability or separation from service, such amount or benefit will not be payable or distributable to you by reason of such circumstance unless (i) the circumstances giving rise to such Change in Control, Disability or separation from service meet the description or definition of “any change in control event,” “disability” the specified time or “separation from service,” method of payment, except as the case may be, in otherwise provided under this Agreement and consistent with Section 409A of the Code Code. Notwithstanding any other provision of this Agreement or the Employment Agreement to the contrary, in the event that payment of nonqualified deferred compensation made pursuant to this Agreement is based upon or attributable to your termination of employment and applicable regulations you are at the time of your termination a “Specified Employee” then any payment of nonqualified deferred compensation required to be made to you in the first six (without giving effect 6) months following your termination shall be deferred and paid in a lump sum to any elective provisions you on the date that may be available under such definition), or is six (ii6) months and one day after the payment or distribution date of such amount or benefit would be exempt your “Separation from Service” within the application meaning of Section 409A of the Code by reason of the short-term deferral exemption or otherwiseCode. This provision does not prohibit the vesting of any amount upon You will be a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service” or any later date required by subsection (b) below. (b) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensationSpecified Employee” for purposes of this Agreement if, on the date of your Separation from Service, you are an individual who, under the method of determination adopted by the Company, is designated as, or within the category of employees deemed to be, a “specified employee” within the meaning and in accordance with Treasury Regulation Section 409A 1.409A-l(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the Code would otherwise be payable or distributable under this Agreement by reason your separation from service during a period change in which you are a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, your right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of your death or the first day of the seventh month following your separation from service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following your separation from service will be accumulated and your right to receive payment or distribution of such accumulated amount will be delayed until the earlier of your death or the first day of the seventh month following your separation from service, whereupon the accumulated amount will be paid or distributed to you and the normal payment or distribution schedule for any remaining payments or distributions will resumedetermination.

Compliance With Section 409a of Internal Revenue Code. Notwithstanding any provisions herein, you and the Company confirm that they understand and agree that it is possible that certain payments contemplated by this Agreement may be deemed by the appropriate authorities to be “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”). Notwithstanding any other provision of this Separation Agreement to the contrary, in the event that payment of nonqualified deferred compensation made pursuant to this Separation Agreement is based upon or attributable to your termination of employment and you are at the time of your termination a “Specified Employee” then any payment of nonqualified deferred compensation required to be made to you in the first six (6) months following your termination shall be deferred and paid in a lump sum to you on the date that is six (6) months and one day after the date of your “Separation from Service” within the meaning of Section 409A of the Code. You will be a “Specified Employee” for purposes of this Separation Agreement if, on the date of your Separation from Service, you are an individual who, under the method of determination adopted by the Company, is designated as, or within the category of employees deemed to be, a “specified employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination. Notwithstanding anything in any other provision of this Separation Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “reimbursement of expenses constitutes nonqualified deferred compensation” compensation for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder by reason the occurrence of a Change in Control or your Disability or separation from serviceCode, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount or benefit will of expenses reimbursed in one year shall not be payable or distributable affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. The Company shall have no liability to you by reason if this Agreement or any amounts paid or payable hereunder are subject to Section 409A of such circumstance unless (i) the circumstances giving rise to such Change in ControlCode or the additional tax thereunder. Although the Company does not guarantee the tax treatment of any payments under the Agreement, Disability the intent of the parties is that the payments and benefits under this Agreement be exempt from, or separation from service meet the description or definition of “change in control event,” “disability” or “separation from service,” as the case may becomply with, in Section 409A of the Code and applicable regulations (without giving effect to the maximum extent permitted by the agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or its affiliates or their respective officers, directors, employees or agents be liable for any elective provisions additional tax, interest or penalties that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of imposed on Executive by Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service” or any later date required by subsection (b) below. (b) Notwithstanding anything in this Agreement damages for failing to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of comply with Section 409A of the Code would otherwise Code. AXIS Specialty U.S. Services, Inc. (the “Company”) desires that the following tasks be payable or distributable under this Agreement satisfactorily completed by reason you through your separation from service during a period in which Departure Date and shall provide necessary resources and direction to you are a Specified Employee (as defined below)for their completion. Accordingly, then, subject you will concentrate your time and reasonable best efforts to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) if the payment or distribution is payable in a lump sum, your right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of your death or the first day completion of the seventh month following your separation from service; and following: • Support and reinforcement the Company’s external and internal messaging related to the integration of AXIS Accident and Health business into the Insurance and Reinsurance segments. • Collaborate with leadership personnel (iithe Chief Executive Officer of ACHL, Chief Transformation Officer, Chief Executive Officer of AXIS Insurance and Chief Executive Officer of AXIS Reinsurance) if to formulate a transition plan for the payment or distribution AXIS Accident and Health business, which is payable over time, designed to ensure the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following your separation from service will be accumulated and your right to receive payment or distribution of such accumulated amount will be delayed until the earlier of your death or the first day stability of the seventh month following your separation from serviceAXIS Accident and Health business, whereupon including, but not limited to advising and providing assistance with the accumulated amount will be paid or distributed to you and the normal payment or distribution schedule for any remaining payments or distributions will resume.following: