Common use of Effect of Section 409A of the Code Clause in Contracts

Effect of Section 409A of the Code. It is intended that the payments and benefits provided under this Section 7 shall be exempt from the application of the requirements of Section 409A of the Code (“Section 409A”). Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Section 409A, to the maximum extent possible. To the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “separation from service” as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a separation from service (as defined in accordance with the default rules under Section 409A), and that would otherwise be paid or provided during the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the Participant’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. This Section 7(g) shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, its affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement. Upon the inclusion of any amount into the Participant’s income as a result of the failure of this Agreement to comply with the requirements of Section 409A a distribution not to exceed the amount that shall be included in income shall be made as soon as is administratively practicable following the discovery of the failure of the Agreement to comply with Section 409A (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii)).

Effect of Section 409A of the Code. It For purposes of this Agreement, a termination of employment will mean a “separation from service” as defined in Section 409A of the Code, and each amount to be paid or benefit to be provided will be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if the Executive is intended deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Section 409A of the Code. Upon the expiration of the foregoing delay period, all payments and benefits provided delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Section 7 Agreement shall be exempt paid or provided in accordance with the normal payment dates specified for them herein. The determination of whether and when the Executive’s separation from service from the application Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Solely for purposes of this determination, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the requirements Code. Neither the Company nor the Executive will have the right to accelerate or defer the delivery of any payments or benefits subject to Section 409A of the Code except to the extent that would not create any additional tax liability to the Executive under Section 409A of the Code. This Agreement is intended to comply with the provisions of Section 409A of the Code (“Section 409A”). Specifically, any taxable benefits or payments provided under and this Agreement are intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possibleshall, and to the extent they do not so qualifypracticable, are intended to qualify for the separation pay exceptions to Section 409A, to the maximum extent possiblebe construed in accordance therewith. To the extent that a payment or benefit provided pursuant to Terms defined in this Agreement is not exempt from will have the application meanings given such terms under Section 409A of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “separation from service” as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, Code if and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under 409A of the Company’s policy for identifying specified employees on his Code. To the extent that reimbursements or her Termination Date, then all amounts due other in-kind benefits under this Plan that Agreement constitute a “deferral of nonqualified deferred compensation” within the meaning for purposes of Section 409A, that are provided as a result (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of a separation from service (as defined in accordance with the default rules under Section 409A), and that would otherwise be paid or provided during the first six months taxable year following the Termination Datetaxable year in which such expenses were incurred by the Executive, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(AB) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the Participant’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in in-kind benefits shall not be subject to liquidation or exchange for another benefit; , and (iiC) the amount of no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in kind benefits, provided during any taxable year shall not in any way affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other taxable year; and (iii) such payments . In no event whatsoever shall be made on the Company Group or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. This Section 7(g) shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, its affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxesadditional tax, interest, penalties interest or other monetary amounts owed penalty that may be imposed on Executive by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement. Upon the inclusion of any amount into the Participant’s income as a result Section 409A of the failure of this Agreement to comply with the requirements of Section 409A a distribution not to exceed the amount that shall be included in income shall be made as soon as is administratively practicable following the discovery of the failure of the Agreement Code or damages for failing to comply with Section 409A (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii))of the Code.

Effect of Section 409A of the Code. It The Plan is intended to provide payments that the payments and benefits provided under this Section 7 shall be are exempt from or compliant with the application of the requirements provisions of Section 409A of and the Code (“Section 409A”)Plan shall be interpreted accordingly. Specifically, any taxable benefits or payments provided Each payment under this Agreement are the Plan is intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to compliant with or excepted from Section 409A, to including, but not limited to, by compliance with the maximum extent possible. To short-term deferral exception as specified in Treasury Regulation § 1.409A-l(b)(4) and the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “involuntary separation from service” as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” pay exception within the meaning of Section 409ATreasury Regulation § l.409A-l(b)(9)(iii), that are provided as a result and the provisions of a separation from service the Plan will be administered, interpreted and construed accordingly (as defined or disregarded to the extent such provision cannot be so administered, interpreted or construed). All reimbursements or provision of in-kind benefits pursuant to the Plan shall be made in accordance with Treasury Regulation § 1.409A-3(i)(l)(iv) such that the default rules reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amount reimbursed or in-kind benefits provided under Section 409A), and that would otherwise be paid or provided the Plan during the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the ParticipantDesignated Employee’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall may not affect the expenses eligible for reimbursement, amounts reimbursed or in kind benefits to be provided, provided in any other taxable year; and year (iii) such payments except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the ParticipantDesignated Employee’s taxable year following the taxable year in which the expense occurredwas incurred, and the right to reimbursement or such earlier date as required hereunder. This Section 7(g) shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment provision of the benefits provided under this Agreement in-kind benefit is not warranted subject to liquidation or guaranteedexchange for another benefit. Neither In the event that any Designated Employee also participates in any other severance arrangement sponsored and maintained by the Company, its affiliates nor their respective directors, officers, employees and if the payments under this plan or advisers shall be held liable for any taxes, interest, penalties or the other monetary amounts owed by Executive severance arrangement are nonqualified deferred compensation within the meaning of Section 409A (or any other individual claiming a benefit through Executive) as a result defined in this Section 10 of this Agreement. Upon Plan), then the inclusion time and form of any amount into payments to be made under this Plan and the Participant’s income as a result other severance arrangement, to the extent they are of the failure of this Agreement to comply same amounts, will be conformed so that such payments are in compliance with the requirements of Section 409A. Notwithstanding anything to the contrary in this Plan, if, upon the advice of its counsel, Perspecta determines that any payments or benefits to be provided to a Designated Employee who is a “Specified Employee” (as such term is defined under Section 409A a distribution not to exceed the amount that shall be included in income shall be made as soon as is administratively practicable following the discovery of the failure Code and the regulations and other Treasury Department guidance promulgated thereunder (collectively, “Section 409A”)) of an Employer (a “Specified Employee”) by Perspecta or the Agreement Employer pursuant to comply with Section 4 of this Plan are or may become subject to the additional tax under Section 409A(a)(l)(B) or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such payments and benefits are otherwise required under this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii)).Plan, then:

Effect of Section 409A of the Code. It For purposes of this Agreement, a termination of employment will mean a “separation from service” as defined in Section 409A of the Code, and each amount to be paid or benefit to be provided will be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if the Executive is intended deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Section 409A of the Code. Upon the expiration of the foregoing delay period, all payments and benefits provided delayed pursuant to this Section 15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Section 7 Agreement shall be exempt paid or provided in accordance with the normal payment dates specified for them herein. The determination of whether and when the Executive’s separation from service from the application Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section1.409A-l(h). Solely for purposes of this determination, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the requirements Code. Neither the Company nor the Executive will have the right to accelerate or defer the delivery of any payments or benefits subject to Section 409A of the Code except to the extent that would not create any additional tax liability to the Executive under Section 409A of the Code. This Agreement is intended to comply with the provisions of Section 409A of the Code (“Section 409A”). Specifically, any taxable benefits or payments provided under and this Agreement are intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possibleshall, and to the extent they do not so qualifypracticable, are intended to qualify for the separation pay exceptions to Section 409A, to the maximum extent possiblebe construed in accordance therewith. To the extent that a payment or benefit provided pursuant to Terms defined in this Agreement is not exempt from will have the application meanings given such terms under Section 409A of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “separation from service” as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, Code if and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under 409A of the Company’s policy for identifying specified employees on his Code. To the extent that reimbursements or her Termination Date, then all amounts due other in-kind benefits under this Plan that Agreement constitute a “deferral of nonqualified deferred compensation” within the meaning for purposes of Section 409A, that are provided as a result (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of a separation from service (as defined in accordance with the default rules under Section 409A), and that would otherwise be paid or provided during the first six months taxable year following the Termination Datetaxable year in which such expenses were incurred by the Executive, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(AB) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the Participant’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in in-kind benefits shall not be subject to liquidation or exchange for another benefit; , and (iiC) the amount of no such reimbursement, expenses eligible for reimbursement, or in- kind benefits provided in kind benefits, provided during any taxable year shall not in any way affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other taxable year; and (iii) such payments . In no event whatsoever shall be made on the Company Group or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. This Section 7(g) shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company, its affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxesadditional tax, interest, penalties interest or other monetary amounts owed penalty that may be imposed on Executive by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement. Upon the inclusion of any amount into the Participant’s income as a result Section 409A of the failure of this Agreement to comply with the requirements of Section 409A a distribution not to exceed the amount that shall be included in income shall be made as soon as is administratively practicable following the discovery of the failure of the Agreement Code or damages for failing to comply with Section 409A (this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii))of the Code.

Effect of Section 409A of the Code. It The Plan is intended to provide payments that the payments and benefits provided under this Section 7 shall be are exempt from or compliant with the application of the requirements provisions of Section 409A of and the Code (“Section 409A”)Plan shall be interpreted accordingly. Specifically, any taxable benefits or payments provided Each payment under this Agreement are the Plan is intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to compliant with or excepted from Section 409A, to including, but not limited to, by compliance with the maximum extent possible. To short-term deferral exception as specified in Treasury Regulation § 1.409A-l(b)(4) and the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “involuntary separation from service” as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” pay exception within the meaning of Section 409ATreasury Regulation § l.409A-l(b)(9)(iii), that are provided as a result and the provisions of a separation from service the Plan will be administered, interpreted and construed accordingly (as defined or disregarded to the extent such provision cannot be so administered, interpreted or construed). All reimbursements or provision of in-kind benefits pursuant to the Plan shall be made in accordance with Treasury Regulation § 1.409A-3(i)(l)(iv) such that the default rules reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amount reimbursed or in-kind benefits provided under Section 409A), and that would otherwise be paid or provided the Plan during the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the Participant’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any Designated Employee's taxable year shall may not affect the expenses eligible for reimbursement, amounts reimbursed or in kind benefits to be provided, provided in any other taxable year; and year (iii) such payments except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Participant’s Designated Employee's taxable year following the taxable year in which the expense occurredwas incurred, and the right to reimbursement or such earlier date as required hereunder. This Section 7(g) shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment provision of the benefits provided under this Agreement in-kind benefit is not warranted subject to liquidation or guaranteedexchange for another benefit. Neither In the event that any Designated Employee also participates in any other severance arrangement sponsored and maintained by the Company, its affiliates nor their respective directors, officers, employees and if the payments under this plan or advisers shall be held liable for any taxes, interest, penalties or the other monetary amounts owed by Executive severance arrangement are nonqualified deferred compensation within the meaning of Section 409A (or any other individual claiming a benefit through Executive) as a result defined in this Section 10 of this Agreement. Upon Plan), then the inclusion time and form of any amount into payments to be made under this Plan and the Participant’s income as a result other severance arrangement, to the extent they are of the failure of this Agreement to comply same amounts, will be conformed so that such payments are in compliance with the requirements of Section 409A. Notwithstanding anything to the contrary in this Plan, if, upon the advice of its counsel, Perspecta determines that any payments or benefits to be provided to a Designated Employee who is a "Specified Employee" (as such term is defined under Section 409A a distribution not to exceed the amount that shall be included in income shall be made as soon as is administratively practicable following the discovery of the failure Code and the regulations and other Treasury Department guidance promulgated thereunder (collectively, "Section 409A")) of an Employer (a "Specified Employee") by Perspecta or the Agreement Employer pursuant to comply with Section 4 of this Plan are or may become subject to the additional tax under Section 409A(a)(l)(B) or any other taxes or penalties imposed under Section 409A ("409A Taxes") as applicable at the time such payments and benefits are otherwise required under this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii)).Plan, then:

Effect of Section 409A of the Code. It The Plan is intended to provide payments that the payments and benefits provided under this Section 7 shall be are exempt from or compliant with the application of the requirements provisions of Section 409A of and the Code (“Section 409A”)Plan shall be interpreted accordingly. Specifically, any taxable benefits or payments provided Each payment under this Agreement are the Plan is intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to compliant with or excepted from Section 409A, to including, but not limited to, by compliance with the maximum extent possible. To short-term deferral exception as specified in Treasury Regulation § 1.409A-1(b)(4) and the extent that a payment or benefit provided pursuant to this Agreement is not exempt from the application of the requirements of Section 409A, then termination or cessation of employment of Executive under this Agreement shall be interpreted to mean “involuntary separation from service” as such term is defined in Section 409A. To the extent that none of these exceptions (or any other available exception) applies, then notwithstanding anything contained herein to the contrary, and to the extent required to comply with Section 409A, if a Participant is a “specified employee,” as determined under the Company’s policy for identifying specified employees on his or her Termination Date, then all amounts due under this Plan that constitute a “deferral of compensation” pay exception within the meaning of Section 409ATreasury Regulation § 1.409A-1(b)(9)(iii), that are provided as a result and the provisions of a separation from service the Plan will be administered, interpreted and construed accordingly (as defined or disregarded to the extent such provision cannot be so administered, interpreted or construed). All reimbursements or provision of in-kind benefits pursuant to the Plan shall be made in accordance with Treasury Regulation § 1.409A-3(i)(l)(iv) such that the default rules reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amount reimbursed or in-kind benefits provided under Section 409A), and that would otherwise be paid or provided the Plan during the first six months following the Termination Date, shall be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date) on the first business day that is more than six months after the date of the Termination Date (or, if the Participant dies during such six month period, on the date of the ParticipantDesignated Employee’s death). With regard to any provision herein that provides for reimbursement of costs and expenses or in kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in kind benefits, provided during any taxable year shall may not affect the expenses eligible for reimbursement, amounts reimbursed or in kind benefits to be provided, provided in any other taxable year; and year (iii) such payments except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the ParticipantDesignated Employee’s taxable year following the taxable year in which the expense occurredwas incurred, and the right to reimbursement or such earlier date as required hereunder. This Section 7(g) shall be interpreted in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv)(A). The tax treatment provision of the benefits provided under this Agreement in-kind benefit is not warranted subject to liquidation or guaranteedexchange for another benefit. Neither In the event that any Designated Employee also participates in any other severance arrangement sponsored and maintained by the Company, its affiliates nor their respective directors, officers, employees and if the payments under this plan or advisers shall be held liable for any taxes, interest, penalties or the other monetary amounts owed by Executive severance arrangement are nonqualified deferred compensation within the meaning of Section 409A (or any other individual claiming a benefit through Executive) as a result defined in this Section 10 of this Agreement. Upon Plan), then the inclusion time and form of any amount into payments to be made under this Plan and the Participant’s income as a result other severance arrangement, to the extent they are of the failure of this Agreement to comply same amounts, will be conformed so that such payments are in compliance with the requirements of Section 409A. Notwithstanding anything to the contrary in this Plan, if, upon the advice of its counsel, DXC determines that any payments or benefits to be provided to a Designated Employee who is a “Specified Employee” (as such term is defined under Section 409A a distribution not to exceed the amount that shall be included in income shall be made as soon as is administratively practicable following the discovery of the failure Code and the regulations and other Treasury Department guidance promulgated thereunder (collectively, “Section 409A”)) of an Employer (a “Specified Employee”) by DXC or the Agreement Employer pursuant to comply with Section 4 of this Plan are or may become subject to the additional tax under Section 409A(a)(l)(B) or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such payments and benefits are otherwise required under this sentence shall be interpreted consistent with Treas. Reg. § 1.409A 3(j)(4)(vii)).Plan, then: