Common use of IRS Code Section 409A Clause in Contracts

IRS Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with Employer for purposes of any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred a “separation from service” from Employer within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year.

IRS Code Section 409A. The intent All payments provided hereunder are intended to constitute separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). If the parties is Company determines that payments and any benefits provided under this Agreement comply with constitute “deferred compensation” under Section 409A of the Internal Revenue Code of 1986 as amended (“Section 409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be such benefits will not commence in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated connection with your termination of employment with Employer for purposes of any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred unless such termination also qualifies as a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (“Separation from Employer Service”). If the Company determines that any benefits provided under this Agreement constitute “deferred compensation” under Section 409A and you are a “specified employee” of the Company or any affiliate (or any successor entity thereto) within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement 409A(a)(2)(B)(i) of the Code on the date of your Separation from Service, then the payment of any such benefits shall be construed as a separate identified payment for purposes delayed until the earlier of Section 409A(i) the date that is six (6) months and one (1) day after the date of your Separation from Service, or (ii) the date of your death (such date, the “Delayed Payment Date”), and any payments described in this Agreement that are due within the “short term deferral period” Company (or the successor entity thereto, as defined in Section 409A applicable) shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein (A) pay to you a lump sum amount equal to the contrarysum of the benefit payments that otherwise would have been paid to you on or before the Delayed Payment Date, without any adjustment on account of such delay, and (B) continue the benefit payments in accordance with any applicable payment schedules set forth for the balance of the period specified herein. In addition to the above, to the extent required in order to avoid accelerated taxation and/or tax penalties under comply with Section 409A409A and the applicable regulations and guidance issued thereunder, amounts that would otherwise be payable if the applicable deadline for you to execute (and benefits that would otherwise be provided pursuant not revoke) the applicable Release and Waiver spans two (2) calendar years, your Severance Payments shall commence to this Agreement during the six-month period immediately following Executive’s separation from service shall instead be paid in installments on the first business day regularly scheduled payroll date that occurs in the second calendar year after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day Release Effective Date of the year following the year in which the expense was incurred Release and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent yearWaiver.

IRS Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with Employer for purposes of any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred a “"separation from service” " from Employer within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in this Agreement that are due within the “"short term deferral period” " as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s 's separation from service shall instead be paid on the first business day after the date that is six months following Executive’s 's separation from service (or, if earlier, Executive’s 's death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year.

IRS Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with Employer the Company for purposes of any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred a “separation from service” from Employer the Company within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year.

IRS Code Section 409A. The a. Section 409A imposes payment restrictions on “nonqualified deferred compensation” (potentially including payments owed to Executive upon termination of employment). Failure to comply with these restrictions could result in negative tax consequences to Executive, including immediate taxation, interest and a 20% additional income tax. It is the Company’s intent that this Agreement be exempt from the application of, or otherwise comply with, the requirements of the parties is that Section 409A. Specifically, any taxable benefits or payments and benefits provided under this Agreement comply with are intended to be separate payments that qualify for the “short‑term deferral” exception to Section 409A409A to the maximum extent possible and, to the extent subject theretothey do not so qualify, and accordingly, are intended to qualify for the separation pay exceptions to Section 409A to the maximum extent permittedpossible. To the extent that none of these exceptions applies, and to the extent that the Company determines it is necessary to comply with Section 409A (e.g., if Executive is a “specified employee” within the meaning of Section 409A), then notwithstanding any provision in this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, all amounts that would otherwise be paid or provided to Executive during the first six months following the Date of Termination shall instead be accumulated through and paid or provided (without interest) on the first business day that is more than six months after Executive’s separation from service. b. A termination of employment shall not be considered deemed to have terminated employment with Employer occurred for purposes of any payments under provision of this Agreement which are providing for the payment of any amounts or benefits subject to Section 409A until Executive would be considered to have incurred upon or following a termination of employment unless such termination is also a “separation from service” from Employer within the meaning of Section 409A. Each amount 409A and Executive is no longer providing services (at a level that would preclude the occurrence of a “separation from service” within the meaning of Section 409A) to be paid the Company or benefit its Affiliates as an employee or consultant, and for purposes of any such provision of this Agreement, references to be provided the “Date of Termination,” a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A. c. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be construed as within the sole discretion of the Company. In the event the payment period under this Agreement for any nonqualified deferred compensation commences in one calendar year and ends in a separate identified payment for second calendar year, the payments shall not be paid (or installments commenced) until the later of the first payroll date of the second calendar year, or the date that the release described in Section 3.5 becomes effective and irrevocable, to the extent necessary to comply with Section 409A. For purposes of Section 409A, and any Executive’s right to receive installment payments described in pursuant to this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting a right to receive a series of separate and distinct payments. d. Although the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order Company will use its best efforts to avoid accelerated taxation and/or tax the imposition of taxation, interest and penalties under Section 409A, amounts that would otherwise be payable and the tax treatment of the benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers shall be paid to held liable for any taxes, interest, penalties or other monetary amounts owed by Executive on (or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to any other individual claiming a benefit through Executive) during any one year may not effect amounts reimbursable or provided in any subsequent yearas a result of this Agreement.

IRS Code Section 409A. The intent Notwithstanding any other provision of the parties is that this Agreement, payments and benefits under this Agreement provided to the Employee hereunder are intended to comply with Section 409A, to 409A of the extent subject theretoInternal Revenue Code (the “Code”), and accordinglythe regulations promulgated thereunder, to the maximum extent permitted, and this Agreement shall be interpreted and in a manner consistent with such intent. If any provision of this Agreement, or any provision of any health, welfare, savings, severance or equity plan or program administered in connection with this Agreement, or any award of compensation of any kind, including deferred compensation or benefits, would result in the imposition upon Employee of a penalty, tax, or interest assessment under Section 409A of the Code or any related guidance issued by the U.S. Treasury Department or the Internal Revenue Service, the Company shall reform this Agreement to be in compliance therewith. Notwithstanding anything contained herein avoid the imposition of such penalty, tax or assessment, provided that any such reformation shall to the contrarymaximum extent possible retain the originally intended economic and tax benefits to the Employee hereunder without violating Section 409A of the Code or creating any unintended or adverse tax consequences to the Employee. Such reformation may include imposition of a six month delay in the payment of severance or other benefits if Employee is a “specified employee” under Section 409A at the time of his termination; provided, Executive that, the Company shall not be considered obligated to increase the amounts otherwise payable to Employee hereunder. Any payment(s) which would otherwise have terminated employment with Employer for purposes of any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred a “separation from service” from Employer within the meaning of Section 409A. Each amount been required to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is such six months following Executive’s separation from service (or, if earlier, Executive’s death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive the Employee as soon as is administratively practical after the date which is six months after the Employee’s separation from service, and any and all such sums paid to Employee on or before such delayed basis shall bear interest at the last day rate of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement twelve percent (and in-kind benefits provided to Executive12%) during any one year may not effect amounts reimbursable or provided in any subsequent yearper annum.