Common use of Form and Time of Payment Clause in Contracts

Form and Time of Payment. (1) The cash amounts provided for in this Section 4 will be paid in a single lump-sum payment on the regularly scheduled payroll day immediately following the 15th day after your Termination Date (but in no event later than March 15th following the calendar year in which occurs the later of the time the legally binding right to the payment arises or the time such right first ceases to be subject to a substantial risk of forfeiture). It is intended that these payments constitute short-term deferred compensation within the meaning of the applicable Treasury regulations pursuant to Section 409A of the Code. Notwithstanding the preceding two sentences, if you are a “specified employee” at the time you separate from service with Company and any payment or benefit under Section 4 is determined to constitute non-qualified deferred compensation, payment of any amounts pursuant to Section 4 will be made or such benefit will be provided on the date that is six months after your separation from service with the Company, all as determined in accordance with Section 409A of the Code. (2) Except as otherwise expressly provided herein, to the extent any reimbursement under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement in one calendar year will not affect the expenses eligible for reimbursement in any other taxable year, in no event will any reimbursements be paid after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event will any right to reimbursement be subject to liquidation or exchange for another benefit.