Common use of IRC Section 409A Clause in Contracts

IRC Section 409A. Notwithstanding anything to the contrary, if, at the time of his separation of service from Company, Employee is a “specified employee” as defined pursuant to Internal Revenue Code Section 409A, and if the amounts that Employee is entitled to receive pursuant to this Agreement are not otherwise exempt from Code Section 409A, then to the extent necessary to comply with Code Section 409A, no payments for such amounts may be made under this Agreement before the date which is six (6) months after Employee’s separation of service from Company or, if earlier, Employee’s date of death. All such amounts, which would have otherwise been required to be paid during such six (6) months after Employee’s separation of service shall instead be paid to Employee in one lump sum payment on the first business day of the seventh month after Employee’s separation of service from Company or, if earlier, Employee’s date of death. All such remaining payments shall be made pursuant to their original terms and conditions. This Agreement is intended to comply with the applicable requirements of Code Section 409A and shall be construed and interpreted in accordance therewith. Company may at any time amend this Agreement, or any payments to be made hereunder, as necessary to be in compliance with Code Section 409A and avoid the imposition on Employee of any potential excise taxes relating to Code Section 409A. Employee shall be solely liable for taxes (including without limitation resulting from any unexpected or adverse tax consequences realized by Employee) arising from any payments received by Employee hereunder.

IRC Section 409A. Notwithstanding anything to the contrary, if, at the time of his separation of service from the Company, Employee is a “specified employee” as defined pursuant to Internal Revenue Code Section 409A, and if the amounts that Employee is entitled to receive pursuant to this Agreement are not otherwise exempt from Code Section 409A, then to the extent necessary to comply with Code Section 409A, no payments for such amounts may be made under this Agreement before the date which is six (6) months after Employee’s separation of service from the Company or, if earlier, Employee’s date of death. All such amounts, which would have otherwise been required to be paid during such six (6) months after Employee’s separation of service shall instead be paid to Employee in one lump sum payment on the first business day of the seventh month after Employee’s separation of service from the Company or, if earlier, Employee’s date of death. All such remaining payments shall be made pursuant to their original terms and conditions. This Agreement is intended to comply with the applicable requirements of Code Section 409A and shall be construed and interpreted in accordance therewith. The Company may at any time amend this Agreement, or any payments to be made hereunder, as necessary to be in compliance with Code Section 409A and avoid the imposition on Employee of any potential excise taxes relating to Code Section 409A. Employee Any reimbursements pursuant to the foregoing provisions of this Agreement shall be solely liable paid as soon as reasonably practicable and in all events not later than the end of Employee’s taxable year following the taxable year in which the related expense was incurred. Employee’s rights to reimbursement hereunder are not subject to liquidation or exchange for taxes (including without limitation resulting from another benefit and the amount of expenses eligible for reimbursement in one taxable year shall not affect the amount of expenses eligible for reimbursement in any unexpected or adverse tax consequences realized by Employee) arising from any payments received by Employee hereunderother taxable year.

IRC Section 409A. Notwithstanding anything to the contrary, if, at the time of his her separation of service from Company, Employee is a “specified employee” as defined pursuant to Internal Revenue Code Section 409A, and if the amounts that Employee is entitled to receive pursuant to this Agreement are not otherwise exempt from Code Section 409A, then to the extent necessary to comply with Code Section 409A, no payments for such amounts may be made under this Agreement before the date which is six (6) months after Employee’s separation of service from Company or, if earlier, Employee’s date of death. All such amounts, which would have otherwise been required to be paid during such six (6) months after Employee’s separation of service shall instead be paid to Employee in one lump sum payment on the first business day of the seventh month after Employee’s separation of service from Company or, if earlier, Employee’s date of death. All such remaining payments shall be made pursuant to their original terms and conditions. This Agreement is intended to comply with the applicable requirements of Code Section 409A and shall be construed and interpreted in accordance therewith. Company may at any time amend this Agreement, or any payments to be made hereunder, as necessary to be in compliance with Code Section 409A and avoid the imposition on Employee of any potential excise taxes relating to Code Section 409A. Employee shall be solely liable for taxes (including without limitation resulting from any unexpected or adverse tax consequences realized by Employee) arising from any payments received by Employee hereunder.

IRC Section 409A. Notwithstanding anything in this letter agreement to the contrary, ifany compensation payable hereunder that constitutes “nonqualified deferred compensation” (“Deferred Compensation”) within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and which is designated hereunder as payable upon your termination of employment shall be payable only upon your “separation from service” with the Company within the meaning of Section 409A of the Code (a “Separation from Service”). In addition, if you are deemed by the Company at the time of his separation of service your Separation from Company, Employee is Service to be a “specified employee” as defined pursuant to Internal Revenue Code for purposes of Section 409A409A(a)(2)(B)(i) of the Code, and if the amounts that Employee is entitled to receive pursuant to this Agreement are not otherwise exempt from Code Section 409A, then to the extent necessary delayed commencement of any portion of the benefits to comply with Code which you are entitled hereunder is required in order to avoid a prohibited distribution under Section 409A409A(a)(2)(B)(i) of the Code, no payments for such amounts may portion of your benefits shall not be made under this Agreement before provided to you prior to the earlier of (a) the expiration of the six-month period measured from the date which is six of your Separation from Service or (6b) months after Employee’s separation of service from Company or, if earlier, Employee’s the date of your death. All such amounts, which would have otherwise been required to be paid during such six (6) months after Employee’s separation of service shall instead be paid to Employee in one lump sum payment on Upon the first business day following the expiration of the seventh month after Employee’s separation of service from Company orapplicable Code Section 409A(a)(2)(B)(i) period, if earlierall payments deferred pursuant to this paragraph shall be paid in a lump sum to you (or your estate or beneficiaries), Employee’s date of death. All such and any remaining payments due hereunder shall be made pursuant to their original terms and conditions. This Agreement is intended to comply with the applicable requirements of Code Section 409A and shall be construed and interpreted in accordance therewith. Company may at any time amend this Agreement, or any payments to be made hereunder, paid as necessary to be in compliance with Code Section 409A and avoid the imposition on Employee of any potential excise taxes relating to Code Section 409A. Employee shall be solely liable for taxes (including without limitation resulting from any unexpected or adverse tax consequences realized by Employee) arising from any payments received by Employee hereunderotherwise provided herein.

IRC Section 409A. Notwithstanding anything to the contrary, if, at the time of his separation of service from CompanyEmployer, Employee Executive is a “specified employee” as defined pursuant to Internal Revenue Code Section 409A, and if the amounts that Employee Executive is entitled to receive pursuant to this Agreement are not otherwise exempt from Code Section 409A, then to the extent necessary to comply with Code Section 409A, no payments for such amounts may be made under this Agreement before the date which is six (6) months after EmployeeExecutive’s separation of from service from Company Employer or, if earlier, EmployeeExecutive’s date of death. All such amounts, which would have otherwise been required to be paid during such six (6) months after EmployeeExecutive’s separation of from service shall instead be paid to Employee Executive in one lump sum payment on the first business day of the seventh month after EmployeeExecutive’s separation of from service from Company Employer or, if earlier, EmployeeExecutive’s date of death. All such remaining payments shall be made pursuant to their original terms and conditions. This Agreement is intended to comply with the applicable requirements of Code Section 409A and shall be construed and interpreted in accordance therewith. Company Employer may at any time amend this Agreement, or any payments to be made hereunder, as necessary to be in compliance with Code Section 409A and avoid the imposition on Employee Executive of any potential excise taxes relating to Code Section 409A. Employee Executive shall be solely liable for taxes (including without limitation resulting from any unexpected or adverse tax consequences realized by EmployeeExecutive) arising from any payments received by Employee Executive hereunder.