Common use of Definitional Restrictions Clause in Contracts

Definitional Restrictions. Notwithstanding anything contained in this Agreement to the contrary, any payment or benefit that (i) qualifies as Nonqualified Deferred Compensation and (ii) would otherwise be payable or distributable hereunder by reason of a Change in Control or the Executive’s Disability or termination of employment, such Nonqualified Deferred Compensation will not be payable or distributable to the Executive, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control, Disability or termination of employment, as the case may be, meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in the Code Section 409A and applicable Treasury regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Nonqualified Deferred Compensation upon a Change in Control or termination of employment, however defined. If this provision prevents the payment or distribution of any Nonqualified Deferred Compensation, such payment or distribution shall be made at the time and in the form that would have applied absent the non-Code Section 409A-conforming event.