Common use of General 409A Compliance Clause in Contracts

General 409A Compliance. To the maximum extent applicable, it is intended that the Agreement comply with the provisions of Section 409A of the Code, as amended. This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to the Executive under this Agreement which are payable upon the Executive's termination of employment until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive's termination of employment shall instead be paid in a lump sum on the first business day after the date that is six months following the Executive's termination of employment (or upon the Executive's death, if earlier). In addition, for purposes of the Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement under the terms of the Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code.

General 409A Compliance. To the maximum extent applicable, it is intended that the Agreement comply with the provisions of Section section 409A of the Code, as amended. This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to the Executive under this Agreement which are payable upon the Executive's termination of employment until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive's termination of employment shall instead be paid in a lump sum on the first business day after the date that is six months following the Executive's termination of employment (or upon the Executive's death, if earlier). In addition, for purposes of the Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement under the terms of the Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code.

General 409A Compliance. To the maximum extent applicable, it is intended that the Agreement comply with the provisions of Section section 409A of the Code, as amended. This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to the Executive under this Agreement which are payable upon the Executive's ’s termination of employment until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive's ’s termination of employment shall instead be paid in a lump sum on the first business day after the date that is six months following the Executive's ’s termination of employment (or upon the Executive's ’s death, if earlier). In addition, for purposes of the Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement under the terms of the Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code.

General 409A Compliance. To the maximum extent applicable, it is intended that the Agreement comply with the provisions of Section 409A of the Code, as amended. This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to the Executive under this Agreement which are payable upon the Executive's termination of employment until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive's termination of employment shall instead be paid in a lump sum on the first business day after the date that is six months following the Executive's termination of employment (or upon the Executive's death, if earlier). In addition, for purposes of the Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement under the terms of the Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code.

General 409A Compliance. To the maximum extent applicable, it is intended that the Agreement comply with the provisions of Section 409A of the CodeInternal Revenue Code of 1986, as amendedamended (“Section 409A”). This Agreement will shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will shall have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code409A). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement Agreement, and no payments shall be due to the Executive under this Agreement which are payable upon the Executive's ’s termination of employment employment, until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month six (6)-month period immediately following the Executive's ’s termination of employment shall instead be paid in a lump sum on the first (1st) business day after the date that is six (6) months following the Executive's ’s termination of employment (or upon the Executive's ’s death, if earlier). In addition, for purposes of the this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. 409A. With respect to expenses eligible for reimbursement under the terms of the this Agreement, (ia) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (iib) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code.409A.

General 409A Compliance. To the maximum extent applicable, it is intended that the Agreement comply with the provisions of Section 409A of the Code, as amended. This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to the Executive under this Agreement which are payable upon the Executive's ’s termination of employment until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive's ’s termination of employment shall instead be paid in a lump sum on the first business day after the date that is six months following the Executive's ’s termination of employment (or upon the Executive's ’s death, if earlier). In addition, for purposes of the Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. With respect to expenses eligible for reimbursement under the terms of the Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code.

General 409A Compliance. To (a) The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, to the maximum extent applicablepermitted, it is intended this Agreement shall be interpreted to be in compliance therewith. If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A and the Agreement Company concurs with such belief, or outside counsel to the Company makes such determination and informs the Company thereof, the Company shall, after consulting with Executive, to the extent legally permitted, 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 in order to comply with or be exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Section 409A 409A. (b) A termination of the Code, as amended. This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive employment shall not be considered deemed to have terminated employment with the Company occurred for purposes of any provision of this Agreement and no payments shall be due to providing for the Executive payment of any amounts or benefits that is considered nonqualified deferred compensation under this Agreement which are payable Section 409A upon the Executive's or following a termination of employment until the Executive would be considered to have incurred unless such termination is also a “separation from service” from the Company within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the Code. To date of termination to be a “specified employee” within the extent required in order meaning of that term under Section 409A(a)(2)(B), then with regard to avoid accelerated taxation and/or tax penalties any payment that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the Codesix (6)-month period measured from the date of such “separation from service” of Executive, amounts that would otherwise be payable and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits that would otherwise be provided delayed pursuant to this Agreement during Section 21(b) (whether they would have otherwise been payable in a single sum or in installments in the six-month period immediately following the Executive's termination absence of employment such delay) shall instead be paid or reimbursed to Executive in a lump sum with interest at the prime rate as published in The Wall Street Journal on the first business day after the date that is six months following the Executive's termination of employment (or upon the Executive's death, if earlier). In addition, for purposes of the AgreementDelay Period, each amount to be paid or benefit to be provided to the Executive pursuant to and any remaining payments and benefits due under this Agreement shall be construed as a separate identified paid or provided in accordance with the normal payment dates specified for purposes of Section 409A of the Code. them herein. (c) With respect regard to expenses eligible any provision herein that provides for reimbursement under the terms of the Agreementcosts 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 such expenses eligible for reimbursement in reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in another any other taxable year and year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any reimbursements of arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. Any tax gross-up payment as provided herein shall be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive remits the related taxes, and any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the related expenses were incurredaudit or litigation is completed. (d) For purposes of Section 409A, except, in each case, to the extent that the Executive’s right to reimbursement does not provide for receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “deferral payment shall be made within thirty (30) days following the date of compensation” termination”), the actual date of payment within the meaning of Section 409A specified period shall be within the sole discretion of the CodeCompany.

General 409A Compliance. To (a) The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent applicablepermitted, it is intended this Agreement shall be interpreted to be in compliance therewith. If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A and the Agreement Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with Executive, 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 in order to comply with or be exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Section 409A. The Company represents to Executive that its plans, programs and policies are in compliance with Section 409A of the Code, as amended. This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause shall administer this Agreement to fail to satisfy Section 409A and such plans, programs and policies in compliance therewith. (b) A termination of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive employment shall not be considered deemed to have terminated employment with the Company occurred for purposes of any provision of this Agreement and no payments shall be due to providing for the Executive under this Agreement which are payable payment of any amounts or benefits upon the Executive's or following a termination of employment until the Executive would be considered to have incurred unless such termination is also a “separation from service” from the Company within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the Code. To date of termination to be a “specified employee” within the extent required in order meaning of that term under Section 409A(a)(2)(B), then with regard to avoid accelerated taxation and/or tax penalties any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the Codesix (6)-month period measured from the date of such “separation from service” of Executive, amounts that would otherwise be payable and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits that would otherwise be provided delayed pursuant to this Agreement during Section 20(b) (whether they would have otherwise been payable in a single sum or in installments in the six-month period immediately following the Executive's termination absence of employment such delay) shall instead be paid or reimbursed to Executive in a lump sum with interest at the prime rate as published in The Wall Street Journal on the first business day after the date that is six months following the Executive's termination of employment (or upon the Executive's death, if earlier). In addition, for purposes of the AgreementDelay Period, each amount to be paid or benefit to be provided to the Executive pursuant to and any remaining payments and benefits due under this Agreement shall be construed as a separate identified paid or provided in accordance with the normal payment dates specified for purposes of Section 409A of the Code. them herein. (c) With respect regard to expenses eligible any provision herein that provides for reimbursement under the terms of the Agreementcosts 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 such expenses eligible for reimbursement in reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in another any other taxable year and year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any reimbursements of arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. Any tax gross-up payment as provided herein shall be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive remits the related taxes, and any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the related expenses were incurredaudit or litigation is completed. (d) For purposes of Section 409A, except, in each case, to the extent that the Executive’s right to reimbursement does not provide for receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments, Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “deferral payment shall be made within thirty (30) days following the date of compensation” termination”), the actual date of payment within the meaning of Section 409A specified period shall be within the sole discretion of the CodeCompany.

General 409A Compliance. To (a) The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, to the maximum extent applicablepermitted, it is intended this Agreement shall be interpreted to be in compliance therewith. If Executive notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A and the Agreement Company concurs with such belief, or outside counsel to the Company makes such determination and informs the Company thereof, the Company shall, after consulting with Executive, to the extent legally permitted, 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 in order to comply with or be exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Section 409A 409A. (b) A termination of the Code, as amended. This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A of the Code). Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive employment shall not be considered deemed to have terminated employment with the Company occurred for purposes of any provision of this Agreement and no payments shall be due to providing for the Executive payment of any amounts or benefits that is considered nonqualified deferred compensation under this Agreement which are payable Section 409A upon the Executive's or following a termination of employment until the Executive would be considered to have incurred unless such termination is also a “separation from service” from the Company within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the Code. To date of termination to be a “specified employee” within the extent required in order meaning of that term under Section 409A(a)(2)(B), then with regard to avoid accelerated taxation and/or tax penalties any payment or benefit that is considered nonqualified deferred compensation under Section 409A payable on account of the Code, amounts a “separation from service” that would otherwise be payable made or paid within the six (6)-month period measured from the date of such “separation from service” of Executive, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits that would otherwise be provided delayed pursuant to this Agreement during Section 21(b) (whether they would have otherwise been payable in a single sum or in installments in the six-month period immediately following the Executive's termination absence of employment such delay) shall instead be paid or reimbursed to Executive in a lump sum with interest at the prime rate as published in The Wall Street Journal on the first business day after the date that is six months following the Executive's termination of employment (or upon the Executive's death, if earlier). In addition, for purposes of the AgreementDelay Period, each amount to be paid or benefit to be provided to the Executive pursuant to and any remaining payments and benefits due under this Agreement shall be construed as a separate identified paid or provided in accordance with the normal payment dates specified for purposes of Section 409A of the Code. them herein. (c) With respect regard to expenses eligible any provision herein that provides for reimbursement under the terms of the Agreementcosts 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 such expenses eligible for reimbursement in reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in another any other taxable year and year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any reimbursements of arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. Any tax gross-up payment as provided herein shall be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive remits the related taxes, and any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the related expenses were incurredaudit or litigation is completed. (d) For purposes of Section 409A, except, in each case, to the extent that the Executive’s right to reimbursement does not provide for receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “deferral payment shall be made within thirty (30) days following the date of compensation” termination”), the actual date of payment within the meaning of Section 409A specified period shall be within the sole discretion of the CodeCompany.