Deferred Compensation Restrictions. If the Executive is a Specified Employee at the time of termination of employment, payments of benefits under this Agreement that constitute Deferred Compensation may not be paid before the date that is six months after the date of termination of employment or, if earlier, the date of death of the Executive. At the end of the six-month period described in the preceding sentence, amounts that could not be paid by reason of the limitation in this paragraph (i) shall be paid on the first day of the seventh month following the date of termination of employment. For purposes of this Agreement, the term “Specified Employee” shall be defined in accordance with Treas. Reg. §1.409A-1(i) and such rules as may be established by the Chief Executive Officer of the Company or his or her delegate from time to time. For purposes of this Agreement, the term “Deferred Compensation” means payments or benefits that would be considered to be provided under a nonqualified deferred compensation plan as that term is defined in Treas. Reg. §1.409A-1 (and excludes, among other things, certain amounts not treated as providing for the deferral of compensation pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), which provides for the exclusion of certain separation payments which are less than $450,000, subject to certain other provisions and restrictions).
Deferred Compensation Restrictions. It is intended that any amounts payable under this Agreement shall comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the treasury regulations promulgated thereunder. To avoid any penalties or excise tax on Executive as imposed by Section 409A, required payments to Executive upon termination of his employment shall be distributed on the later of (i) the dates specified in this Agreement or (ii) six (6) months after Executive’s Date of Termination. The term “termination of employment” and other similar terms used in this Agreement shall be construed to have the same meaning as is given to the term “Separation from Service” in Section 409A. Executive and the Company agree to cooperate to make such other amendments to the terms of this Agreement as may be necessary to avoid the imposition of penalties and additional taxes under Section 409A of the Code.
Deferred Compensation Restrictions. If there occurs a pre-Change in Control or Acquisition Transaction termination of Executive's employment as contemplated by subparagraph 2(a) above, the Severance Payment shall only be made if its payment would not constitute the payment of "deferred compensation" within the meaning of Code Section 409A upon an impermissible trigger event. For example, such payment may not be deferred compensation at all under the "short-term deferral" exception from that concept as described in IRS Notice 0000-0, X&X-0(x), or might be deferred compensation but be paid on a permissible trigger event because the transaction involved falls within the IRS's prescribed definition of a "change in control event" as defined in IRS Notice 2005-1 Q&A-11 through Q&A-14. Whether this restriction on payment applies shall be determined in accordance with the procedure in paragraph 4 hereof.
Deferred Compensation Restrictions. It is intended that any amounts payable under this Agreement shall comply with the provisions of Section 409A of the Internal Revenue Code (“Section 409A”) and related treasury regulations so as not to subject the Executive to the payment of tax penalties or interest which may be imposed under Section 409A. In furtherance of this interest and to the extent required by Section 409A to avoid any penalties or interest on the Executive, payments to the Executive under this Agreement or any other agreement with the Executive upon termination of employment shall be distributed on the first day of the seventh month following the termination of employment. The term “termination of employment” and similar terms used in this Agreement shall have the same meaning as the term “Separation from Service” as used for purposes of Section 409A. The Executive and the Company agree to cooperate to make such amendments to the terms of this Agreement as may be necessary to avoid the imposition of penalties, interest, and additional taxes under Section 409A.
Deferred Compensation Restrictions. It is intended that any amounts payable under this Agreement shall comply with the provisions of Section 409A of the Code, and the treasury regulations relating thereto, so as not to subject the Executive to the payment of tax penalties and interest which may be imposed under Code Section 409A. In furtherance of this interest, and to the extent required by Section 409A of the Code to avoid any penalties on Executive, payments to Executive hereunder, and under any other agreement with the Executive, upon termination of employment shall be distributed on the later of (i) the dates specified in this Agreement or any other applicable agreement or (ii) six (6) months after the Executive’s date of termination of employment. The term “termination of employment” and other similar terms used in this Agreement shall be construed to have the same meaning as is given to the term “Separation from Service” in Section 409A. The Executive and the Company agree to cooperate to make such other amendments to the terms of this Agreement as may be necessary to avoid the imposition of penalties and additional taxes under Section 409A of the Code.
Deferred Compensation Restrictions. It is intended that any amounts payable under this Agreement shall comply with the provisions of Section 409A of the Code, and the treasury regulations relating thereto, so as not to subject the Executive to the payment of tax penalties and interest which may be imposed under Code Section 409A. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any payment of compensation under this Agreement) would cause the Executive to incur any additional tax or interest under Section 409A of the Code, and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, reform such provision to try to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is modified by the parties to try to comply with Section 409Aof the Code, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection with compliance or noncompliance with Section 409A of the Code.”
Deferred Compensation Restrictions. It is intended that any amounts payable under this Agreement shall be exempt from or comply with the provisions of Code Section 409A and related treasury regulations so as not to subject the Executive to the payment of tax penalties or interest which may be imposed under Code Section 409A. In furtherance of this interest and to the extent required by Code Section 409A to avoid any penalties or interest on the Executive, Severance Pay payments to the Executive under this Agreement or any other agreement with the Executive upon termination of employment shall be distributed on the first day of the seventh month following the Termination Date. The Executive and the Company agree to cooperate to make such amendments to the terms of this Agreement as may be necessary to avoid the imposition of penalties, interest, and additional taxes under Code Section 409A.
Deferred Compensation Restrictions. To the extent it is determined that any payments under this Agreement constitute “deferred compensation” under section 409A of the Code (upon consideration of the application of Section 6.3), and that Executive is a “specified employee,” as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under section 409A of the Code, the timing of such payments shall be delayed as follows: on the earlier of six months and one day after Executive’s Separation From Service or the date of Executive’s death, the Company shall (A) pay to Executive a lump sum amount equal to the sum of the payments that Executive would otherwise have received through the delayed payment date, and (B) commence any remaining payments in accordance with the terms of this Agreement.
Deferred Compensation Restrictions. If the Corporation determines that any provision of this Agreement may result in the application of penalties under Code section 409A, it may modify the terms of this Agreement to the extent it determines may be necessary to avoid application of such penalties and is consistent with the intent of the parties to this Agreement.
Deferred Compensation Restrictions. It is intended that any amounts payable under this Agreement shall comply with the provisions of Section 409A of the Code, and the treasury regulations relating thereto, so as not to subject the Executive to the payment of tax penalties and interest which may be imposed under Code Section 409A. In furtherance of this interest, and to the extent required by Section 409A of the Code to avoid any penalties on Executive, except as to the funding of the rabbi trust pursuant to Section 4(d)(iv) of this Agreement, all payments to Executive hereunder that are to be made upon the termination of Executive’s employment shall be distributed on the later of (i) the dates specified in this Agreement, or (ii) six (6) months after the Executive’s date of termination of employment. The term “termination of employment” and other similar terms used in this Agreement shall be construed to have the same meaning as is given to the term “Separation from Service” in Section 409A. The Executive and the Company shall cooperate in making such other amendments to the terms of this Agreement as may be necessary to avoid the imposition of penalties and additional taxes under Section 409A of the Code.”
