Common use of Compliance with Section 409A of the Internal Revenue Code Clause in Contracts

Compliance with Section 409A of the Internal Revenue Code. Any payments under this Agreement that are deemed to be deferred compensation subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, are intended to comply with the requirements of Section 409A. To this end and notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s termination of employment with the Company, (i) the Company’s securities are publicly traded on an established securities market; (ii) Executive is a “specified employee” (as defined in Section 409A); and (iii) the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment within ten (10) days after the end of such deferral period. If Executive dies during the deferral period prior to the payment of any deferred amount, then the unpaid deferred amount shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of Executive’s death. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

Compliance with Section 409A of the Internal Revenue Code. Any payments under this Agreement that are deemed to be deferred compensation subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, are intended to comply with the requirements of Section 409A. To this end and notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s termination of employment with the Company, (i) the Company’s securities are publicly traded on an established securities market; (ii) Executive is a “specified employee” (as defined in Section 409A); and (iii) the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment within ten (10) days after the end of such deferral period. If Executive dies during the deferral period prior to the payment of any deferred amount, then the unpaid deferred amount shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of Executive’s death. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Compensation otherwise payable upon Executive’s termination of employment shall be paid only at the time of a termination of Executive’s employment that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).

Compliance with Section 409A of the Internal Revenue Code. Any It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of U.S. Internal Revenue Code of 1986 (as amended) (the “Code”) Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement that are deemed (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be deferred compensation subject considered a separate and distinct payment. Notwithstanding any provision to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, are intended to comply with the requirements of Section 409A. To contrary in this end and notwithstanding any other provision of this Agreement to the contraryAgreement, if Executive is deemed by the Company at the time of Executive’s termination Separation from Service to be a “specified employee” for purposes of employment Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company, (iii) the Companydate of Executive’s securities are publicly traded on an established securities market; (ii) Executive is a “specified employee” (as defined in Section 409A); and death or (iii) such earlier date as permitted under Section 409A without the deferral imposition of adverse taxation. Upon the commencement first business day following the expiration of any such applicable Code Section 409A(a)(2)(B)(i) period, all payments or benefits otherwise payable deferred pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred paragraph shall be paid in a lump sum payment within ten (10) days after the end of such deferral period. If Executive dies during the deferral period prior to the payment of Executive, and any deferred amount, then the unpaid deferred amount remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. To the extent any nonqualified deferred compensation subject to Section 409A payable to Executive hereunder could be paid in one or more taxable years depending upon Executive completing certain employment-related actions (such as resigning after a failure to cure a Good Reason event and/or returning an effective release), then any such payments will commence or occur in the later taxable year to the personal representative of Executive’s estate within sixty (60) days after the date of Executive’s death. For purposes of extent required by Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.409A.

Compliance with Section 409A of the Internal Revenue Code. Any payments under this This Agreement that are deemed is intended to be deferred compensation subject to comply with the applicable requirements of Section 409A (“Section 409A”) of the Internal Revenue Code and its corresponding regulations and related guidance (collectively, the “Code”) and shall be administered in accordance with Section 409A of 1986, as amended, are intended the Code to comply with the requirements of Section 409A. To this end and notwithstanding any other provision of extent such section applies. Notwithstanding anything in this Agreement to the contrary, if at to the time extent that Section 409A of the Code applies to payments under this Section 7, or any other provision of this Agreement, such payments may only be made in a manner permitted by Section 409A of the Code. Without limiting the generality of the foregoing, the Severance Payment to which the Executive or the Executive’s termination of employment with estate, as the Companycase may be, (iis entitled to receive under Section 7(c) shall be payable as set forth in Section 7(c)(i); provided, however, that if the Company’s securities are publicly traded on an established securities market; (ii) Executive is a “specified employee” (as defined in within the meaning of Section 409A); and (iii) the deferral 409A of the commencement Code, which determination may be made using any identification date designated by the Company in accordance with Section 409A of any payments or benefits otherwise payable pursuant the Code, then (i) with respect to the termination of this Agreement Agreement, and the Executive’s employment hereunder, as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6) months following Executive’s termination of employment with Disability or death, the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment within ten (10) days after the end of such deferral period. If Executive dies during the deferral period prior to the payment of any deferred amount, then the unpaid deferred amount Severance Payment shall be paid to the personal representative of Executive or the Executive’s estate within sixty estate, as the case may be, on the first business day after the six (606) month period commencing on the effective date of termination has lapsed (such date, the “409(A) Payment Date”) and (ii) with respect to the termination of this Agreement, and the Executive’s employment hereunder, by the Company without Cause or by the Executive for Good Reason, the Severance Payment shall be paid to the Executive on the later of (X) the 409(A) Payment Date and (Y) the date which is two (2) business days after the date of Executive’s death. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentsRelease has become effective.

Compliance with Section 409A of the Internal Revenue Code. Any payments under this Agreement that are deemed to be deferred compensation subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, are intended to comply with the requirements of Section 409A. To this end and notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s 's termination of employment with the Company, (i) the Company’s 's securities are publicly traded on an established securities market; (ii) Executive is a “specified employee” (as defined in Section 409A); and (iii) the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6) months following Executive’s 's termination of employment with the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment within ten (10) days after the end of such deferral period. If Executive dies during the deferral period prior to the payment of any deferred amount, then the unpaid deferred amount shall be paid to the personal representative of Executive’s 's estate within sixty (60) days after the date of Executive’s 's death. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

Compliance with Section 409A of the Internal Revenue Code. Any All payments under this Agreement that are deemed intended to be deferred compensation subject to exempt from or comply with the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and applicable regulations thereunder. References in this Agreement to “termination of employment” or any words to similar effect shall mean a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). The Parties intend that if any payments hereunder are paid in two or more installments, each installment of such payments shall constitute a separate “payment” for purposes of Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date the Executive’s employment with the Company terminates, the Executive is a “specified executive” (as such term is defined under Treasury Regulation Section 1.409A-1(i)) of the Company and (ii) that any payment or payments to be provided to the Executive pursuant to this Agreement constitute deferred compensation (as defined within applicable regulations under Section 409A of the Code after taking into account all applicable exemptions) payable on account of a “separation from service” (as defined in Treasury Regulation Section 1.401(a)-1(h)), then such payments shall be delayed until after the date that is six months after the date of the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or, if earlier, the date of the Executive’s death. Any payments delayed pursuant to this Section 9 shall be made in lump sum on the first day of the seventh month following Executive’s separation from service, or, if earlier, the date of the Executive’s death. In addition, to the extent that any reimbursement, in-kind benefit or other, similar plan or arrangement in which the Executive participates during the term of the Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (a) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (b) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (c) the Executive ‘s right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. The foregoing provisions are intended to comply with the requirements of Section 409A. To this end 409A so that none of the severance payments and notwithstanding any other provision of this Agreement benefits to be provided hereunder will be subject to the contrary, if at the time of Executive’s termination of employment with the Company, (i) the Company’s securities are publicly traded on an established securities market; (ii) Executive is a “specified employee” (as defined in Section 409A); and (iii) the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax imposed under Section 409A, then and any ambiguities herein will be interpreted to so comply. The Company and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to the Executive under Section 409A. The Executive agrees and acknowledges that the Company will defer makes no representations or warranties with respect to the commencement application of such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and other tax consequences to any regulations thereunder) or within payments hereunder and, by the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment within ten (10) days after the end of such deferral period. If Executive dies during the deferral period prior to the payment acceptance of any deferred amountsuch payments, then the unpaid deferred amount shall be paid Executive agrees to accept the personal representative of Executive’s estate within sixty (60) days after the date of Executive’s death. For purposes potential application of Section 409A, 409A and the right to a series other tax consequences of installment any payments under this Agreement shall be treated as a right to a series of separate paymentsmade hereunder.

Compliance with Section 409A of the Internal Revenue Code. Any All payments under this Agreement that are deemed intended to be deferred compensation subject to exempt from or comply with the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and applicable regulations thereunder. References in this Agreement to “termination of employment” or any words to similar effect shall mean a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). The Parties intend that if any payments hereunder are paid in two or more installments, each installment of such payments shall constitute a separate “payment” for purposes of Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date the Executive’s employment with the Company terminates, the Executive is a “specified executive” (as such term is defined under Treasury Regulation Section 1.409A-1(i)) of the Company and (ii) that any payment or payments to be provided to the Executive pursuant to this Agreement constitute deferred compensation (as defined within applicable regulations under Section 409A of the Code after taking into account all applicable exemptions) payable on account of a “separation from service” (as defined in Treasury Regulation Section 1.401(a)-1(h)), then such payments shall be delayed until after the date that is six months after the date of the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or, if earlier, the date of the Executive’s death. Any payments delayed pursuant to this Section 9 shall be made in lump sum on the first day of the seventh month following Executive’s separation from service, or, if earlier, the date of the Executive’s death. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of the Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (a) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (b) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. The foregoing provisions are intended to comply with the requirements of Section 409A. To this end 409A so that none of the severance payments and notwithstanding any other provision of this Agreement benefits to be provided hereunder will be subject to the contrary, if at the time of Executive’s termination of employment with the Company, (i) the Company’s securities are publicly traded on an established securities market; (ii) Executive is a “specified employee” (as defined in Section 409A); and (iii) the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax imposed under Section 409A, then and any ambiguities herein will be interpreted to so comply. The Company and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to the Executive under Section 409A. The Executive agrees and acknowledges that the Company will defer makes no representations or warranties with respect to the commencement application of such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and other tax consequences to any regulations thereunder) or within payments hereunder and, by the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment within ten (10) days after the end of such deferral period. If Executive dies during the deferral period prior to the payment acceptance of any deferred amountsuch payments, then the unpaid deferred amount shall be paid Executive agrees to accept the personal representative of Executive’s estate within sixty (60) days after the date of Executive’s death. For purposes potential application of Section 409A, 409A and the right to a series other tax consequences of installment any payments under this Agreement shall be treated as a right to a series of separate paymentsmade hereunder.

Compliance with Section 409A of the Internal Revenue Code. Any All payments under this Agreement that are deemed intended to be deferred compensation subject to exempt from or comply with the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amendedamended (the “Code”), are intended to comply with the requirements of Section 409A. To this end and notwithstanding any other provision of applicable regulations thereunder. References in this Agreement to “termination of employment” or any words to similar effect shall mean a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). The Parties intend that if any payments hereunder are paid in two or more installments, each installment of such payments shall constitute a separate “payment” for purposes of Section 409A of the contraryCode. Notwithstanding anything to the contrary in this Agreement, if at the time of Company determines (i) that on the date the Executive’s termination of employment with the CompanyCompany terminates, (i) the Company’s securities are publicly traded on an established securities market; (ii) Executive is a “specified employeeexecutive” (as such term is defined under Treasury Regulation Section 1.409A-1(i)) of the Company and (ii) that any payment or payments to be provided to the Executive pursuant to this Agreement constitute deferred compensation (as defined within applicable regulations under Section 409A of the Code after taking into account all applicable exemptions) payable on account of a “separation from service” (as defined in Treasury Regulation Section 409A1.401(a)-1(h); and (iii) the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A), then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last be delayed until after the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment within ten (10) days after the end of such deferral period. If Executive dies during the deferral period prior to the payment of any deferred amount, then the unpaid deferred amount shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or, if earlier, the date of the Executive’s death. For purposes Any payments delayed pursuant to this Section 9 shall be made in lump sum on the first day of Section 409Athe seventh month following Executive’s separation from service, or, if earlier, the right date of the Executive’s death. In addition, to a series the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of installment payments the Executive’s employment under this Agreement shall or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (a) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be treated as a right to a series of separate payments.reimbursed or paid), and

Compliance with Section 409A of the Internal Revenue Code. Any payments under this This Agreement that are deemed is intended to be deferred compensation subject to comply with the applicable requirements of Section 409A (“Section 409A”) of the Internal Revenue Code and its corresponding regulations and related guidance (collectively, the “Code”) and shall be administered in accordance with Section 409A of 1986, as amended, are intended the Code to comply with the requirements of Section 409A. To this end and notwithstanding any other provision of extent such section applies. Notwithstanding anything in this Agreement to the contrary, if at to the time extent that Section 409A of the Code applies to payments under this Section 7, or any other provision of this Agreement, such payments may only be made in a manner permitted by Section 409A of the Code. Without limiting the generality of the foregoing, the 90-Day Period Salary Continuation to which the Executive or the Executive’s termination estate, as the case may be, is entitled to receive under Section 7(b)(ii) shall be payable as set forth therein and the Remainder of employment with the CompanyTerm Salary Continuation to which the Executive is entitled to receive under Section 7(c)(ii) shall be payable as set forth therein, (i) as the Company’s securities are publicly traded on an established securities marketcase may be; (ii) provided, however, that if the Executive is a “specified employee” (as defined in within the meaning of Section 409A); and (iii) the deferral 409A of the commencement Code, which determination may be made using any identification date designated by the Company in accordance with Section 409A of any payments or benefits otherwise payable pursuant the Code, then, with respect to the termination of this Agreement Agreement, and the Executive’s employment hereunder, as a result of such the Executive’s Disability, the 90-Day Period Salary Continuation, and, with respect to the termination of this Agreement, and the Executive’s employment is necessary in order to prevent any accelerated or additional tax under Section 409Ahereunder, then by the Company will defer without Cause or by the commencement Executive for Good Reason, the Remainder of such payments the Term Salary Continuation, as the case may be, shall commence to be paid to the Executive or the Executive’s estate, as the case may be, on the later of (without any reduction in amount ultimately paid or provided to ExecutiveA) that are not paid within first business day after the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6) months following Executive’s month period commencing on the effective date of termination of employment with has lapsed and (B) the Company date which is two (or the earliest date as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment within ten (102) business days after the end of such deferral period. If Executive dies during the deferral period prior to the payment of any deferred amount, then the unpaid deferred amount shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of Executive’s death. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentsRelease has become effective.

Compliance with Section 409A of the Internal Revenue Code. Any payments under It is intended that this Employment Agreement that are deemed to be deferred compensation subject to the requirements of comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, are intended to comply and any guidance thereunder (“Section 409A”). If, when the Employee's employment with the requirements of Company terminates, the Employee is a "specified employee" as defined in Section 409A. To 409A(a)(1)(B)(i), and if any payments under this end and notwithstanding Employment Agreement, including payments under Section 4, will result in additional tax or interest to the Employee under Section 409A(a)(1)(B) ("Section 409A Penalties"), then despite any other provision of this Employment Agreement to the contrary, if at the time Employee will not be entitled to payments until the earliest of Executive’s termination of employment with the Company, (ia) the Company’s securities are publicly traded on an established securities market; (ii) Executive is a “specified employee” (as defined in Section 409A); and (iii) the deferral of the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of such payments (without any reduction in amount ultimately paid or provided to Executive) that are not paid within the short-term deferral rule under Section 409A (and any regulations thereunder) or within the “involuntary separation” exemption of Treasury Regulation § 1.409A-1(b)(9)(iii). Such deferral shall last until the date that is at least six (6) months following Executive’s after termination of the Employee's employment with for reasons other than the Company Employee's death, (b) the date of the Employee's death, or (c) any earlier date that does not result in Section 409A Penalties to the earliest date Employee. As soon as is permitted under Section 409A). Any amounts the payment of which are so deferred shall be paid in a lump sum payment within ten (10) days practicable after the end of such deferral period. If Executive dies the period during which payments are delayed under this provision, the deferral period prior to entire amount of the payment of any deferred amount, then the unpaid deferred amount delayed payments shall be paid to the personal representative Employee in a lump sum. Additionally, if any provision of Executive’s estate within sixty (60) days after this Employment Agreement would subject the date of Executive’s deathEmployee to Section 409A Penalties, the Company will apply such provision in a manner consistent with Section 409A during any period in which an arrangement is permitted to comply operationally with Section 409A and before a formal amendment to this Employment Agreement is required. For purposes of this Agreement, any reference to the Employee's termination of employment will mean that the Employee has incurred a "separation from service" under Section 409A, the right 409A. No payments to a series of installment payments be made under this Employment Agreement may be accelerated or deferred except as specifically permitted under Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Each payment of compensation under this Employment Agreement shall be treated as a separate payment of compensation for purposes of Section 409A. To the extent that any reimbursements provided under this Employment Agreement constitute deferred compensation subject to Section 409A, such amounts shall be paid or reimbursed to Employee promptly, but in no event later than December 31 of the year following the year in which the expense is incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Employee’s right to a series of separate paymentssuch payments or reimbursement shall not be subject to liquidation or exchange for any other benefit.