Common use of Full Compliance Clause in Contracts

Full Compliance. It is the intent of the Parties that all compensation and benefits payable or provided to the Executive (whether under this Agreement or otherwise) shall fully comply with the requirements of Code Section 409A. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Code Section 409A. The Company agrees that it will not, without the Executive’s prior written consent, take any action, or refrain from taking any action, that would result in the imposition of tax, interest and/or penalties upon the Executive under Code Section 409A, and that it will hold the Executive harmless if any action it takes results in the imposition of such tax, interest and/or penalties. Any payment made by the Company to the Executive in reimbursement of any such tax, interest or penalties shall be paid by the end of the Executive’s taxable year immediately following the Executive’s taxable year in which the Executive (or the Company on his behalf) remits the related taxes, and which shall otherwise fully complies with Treasury Regulation Section 1.409A-3(i)(1)(v).