Common use of Nonqualified Deferred Compensation Rules Clause in Contracts

Nonqualified Deferred Compensation Rules. It is intended that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the limitations or requirements of section 409A of the internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Nonqualified Deferred Compensation Rules”) so as not to subject Executive to the payment of interest and tax penalty which may be imposed under the Nonqualified Deferred Compensation Rules. In furtherance of this interest, to the extent that any regulations or other guidance issued under the Nonqualified Deferred Compensation Rules would result in the Executive being subject to payment of interest and tax penalty under Nonqualified Deferred Compensation Rules, the parties agree at the request of Executive to amend this Agreement in order to bring this Agreement into compliance with Nonqualified Deferred Compensation Rules. In the event this Agreement fails to satisfy the Nonqualified Deferred Compensation Rules, then this Agreement may be modified by the Board, in its sole discretion exercised in its reasonable discretion, to the limited extent necessary to satisfy the Nonqualified Deferred Compensation Rules without the consent of the Executive, including, but not limited to, the delay of any amount payable hereunder; provided, however, that neither the Company nor the members of the Board shall be liable for any act, omission or determination taken or made with respect to this Agreement and/or the Nonqualified Deferred Compensation Rules including any act or omission that results in unfavorable tax consequences to the Executive. No interest will be owed or payable to the Executive on account of the delay of any amount payable under this Agreement delayed on account of the Nonqualified Deferred Compensation Rules.

Nonqualified Deferred Compensation Rules. It is (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended that any amounts payable to comply with the Nonqualified Deferred Compensation Rules or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement and that may be excluded from the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the limitations or requirements of section 409A of the internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Nonqualified Deferred Compensation Rules”) so Rules either as not separation pay due to subject Executive an involuntary separation from service or as a short-term deferral shall be excluded from the Nonqualified Deferred Compensation Rules to the payment maximum extent possible. Any payments to be made under this Agreement upon a termination of interest and tax penalty which may your service shall only be imposed made if such termination of service constitutes a “separation from service” under the Nonqualified Deferred Compensation Rules. In furtherance of . (b) Notwithstanding any provision in this interest, Agreement to the extent that contrary, if any regulations payment or other guidance issued benefit provided for herein would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules would result in if your receipt of such payment or benefit is not delayed until the Executive being subject to payment earlier of interest and tax penalty under Nonqualified Deferred Compensation Rules(i) your death or (ii) the date that is six months after the date of your separation from service (such date, the parties agree at “Section 409A Payment Date”), then such payment or benefit shall not be provided to you (or your estate, if applicable) until the request of Executive to amend Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement in order to bring this Agreement into compliance with Nonqualified Deferred Compensation Rules. In the event this Agreement fails to satisfy the Nonqualified Deferred Compensation Rulesare exempt from, then this Agreement may be modified by the Boardor compliant with, in its sole discretion exercised in its reasonable discretion, to the limited extent necessary to satisfy the Nonqualified Deferred Compensation Rules without the consent of the Executive, including, but not limited to, the delay of any amount payable hereunder; provided, however, that neither and in no event shall the Company nor the members of the Board shall or its Affiliates be liable for all or any actportion of any taxes, omission penalties, interest or determination taken or made with respect to this Agreement and/or the Nonqualified Deferred Compensation Rules including any act or omission other expenses that results in unfavorable tax consequences to the Executive. No interest will may be owed or payable to the Executive incurred by you on account of the delay of any amount payable under this Agreement delayed on account of non-compliance with the Nonqualified Deferred Compensation Rules.

Nonqualified Deferred Compensation Rules. It is intended that any (a) To the greatest extent possible, the amounts payable under pursuant to the terms of this Agreement are intended to be and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the limitations or requirements of section will be treated as exempt from Section 409A of the internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Nonqualified Deferred Compensation Rules”) so as not shall be interpreted to subject Executive to the payment of interest and tax avoid any penalty which may be imposed sanctions under the Nonqualified Deferred Compensation Rules. In furtherance of this interest, to the extent that If any regulations payment cannot be provided or other guidance issued under the Nonqualified Deferred Compensation Rules would result in the Executive being subject to payment of interest and tax penalty under Nonqualified Deferred Compensation Rules, the parties agree made at the request of Executive to amend this Agreement in order to bring this Agreement into compliance with Nonqualified Deferred Compensation Rules. In the event this Agreement fails to satisfy time specified herein without incurring sanctions under the Nonqualified Deferred Compensation Rules, then such payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may only be modified by the Board, in its sole discretion exercised in its reasonable discretion, to the limited extent necessary to satisfy made upon a “separation from service” under the Nonqualified Deferred Compensation Rules without the consent of the Executive, including, but not limited to, the delay of any amount payable hereunder; provided, however, that neither the Company nor the members of the Board shall be liable for any act, omission or determination taken or made with respect to this Agreement and/or the Nonqualified Deferred Compensation Rules including any act or omission that results in unfavorable tax consequences to the ExecutiveRules. No interest will be owed or payable to the Executive on account of the delay of any amount payable under this Agreement delayed on account For purposes of the Nonqualified Deferred Compensation Rules, each payment made under this Agreement shall be treated as a separate payment, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. (b) Notwithstanding any provision to the contrary herein or in the Plan, if on the date of the Participant’s termination of employment, the Participant is a “specified employee” (within the meaning of the Nonqualified Deferred Compensation Rules) as determined by the Board (or its delegate) in its sole discretion in accordance with its “specified employee” determination policy, then all payments payable to the Participant under this Agreement that are deemed as deferred compensation subject to the requirements of the Nonqualified Deferred Compensation Rules shall be postponed for a period of six (6) months following the Participant’s “separation from service” with the Company (or any successor thereto) (the “postponed amounts”). The postponed amounts shall be credited with interest as described in Section 5 above and paid to the Participant in a lump sum within thirty (30) days after the date that is six (6) months following the Participant’s “separation from service” with the Company (or any successor thereto). If the Participant dies during the postponement period, the postponed amounts shall be paid to the personal representative of the Participant’s estate within sixty (60) days after the Participant’s death.

Nonqualified Deferred Compensation Rules. It is intended that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the limitations or requirements of section 409A of the internal Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Nonqualified Deferred Compensation Rules”) so as not to subject Executive to the payment of interest and tax penalty which may be imposed under the Nonqualified Deferred Compensation Rules. In furtherance of this interest, to the extent that any regulations or other guidance issued under the Nonqualified Deferred Compensation Rules would result in the Executive being subject to payment of interest and tax penalty under Nonqualified Deferred Compensation Rules, the parties agree at the request of Executive to amend this Agreement in order to bring this Agreement into compliance with Nonqualified Deferred Compensation Rules. In the event this Agreement fails to satisfy the Nonqualified Deferred Compensation Rules, then this Agreement may be modified by the Board, in its sole discretion exercised in its reasonable discretion, to the limited extent necessary to satisfy the Nonqualified Deferred Compensation Rules without the consent of the Executive, including, but not limited to, the delay of any amount payable hereunder; provided, however, that neither the Company nor the members of the Board shall be liable for any act, omission or determination taken or made with respect to this Agreement and/or the Nonqualified Deferred Compensation Rules including any act or omission that results in unfavorable tax consequences to the Executive. No interest will be owed or payable to the Executive on account of the delay of any amount payable under this Agreement delayed on account of the Nonqualified Deferred Compensation Rules.

Nonqualified Deferred Compensation Rules. It is (a) Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended that any amounts payable to comply with the Nonqualified Deferred Compensation Rules or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement and that may be excluded from the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the limitations or requirements of section 409A of the internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Nonqualified Deferred Compensation Rules”) so Rules either as not separation pay due to subject Executive an involuntary separation from service or as a short-term deferral shall be excluded from the Nonqualified Deferred Compensation Rules to the payment maximum extent possible. Any payments to be made under this Agreement upon a termination of interest and tax penalty which may your employment shall only be imposed made if such termination of employment constitutes a “separation from service” under the Nonqualified Deferred Compensation Rules. In furtherance of . (b) Notwithstanding any provision in this interest, Agreement to the extent that contrary, if any regulations payment or other guidance issued benefit provided for herein would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules would result in if your receipt of such payment or benefit is not delayed until the Executive being subject to payment earlier of interest and tax penalty under Nonqualified Deferred Compensation Rules(i) your death or (ii) the date that is six months after the date of your separation from service (such date, the parties agree at “Section 409A Payment Date”), then such payment or benefit shall not be provided to you (or your estate, if applicable) until the request of Executive to amend Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement in order to bring this Agreement into compliance with Nonqualified Deferred Compensation Rules. In the event this Agreement fails to satisfy the Nonqualified Deferred Compensation Rulesare exempt from, then this Agreement may be modified by the Boardor compliant with, in its sole discretion exercised in its reasonable discretion, to the limited extent necessary to satisfy the Nonqualified Deferred Compensation Rules without the consent of the Executive, including, but not limited to, the delay of any amount payable hereunder; provided, however, that neither and in no event shall the Company nor the members of the Board shall or its Affiliates be liable for all or any actportion of any taxes, omission penalties, interest or determination taken or made with respect to this Agreement and/or the Nonqualified Deferred Compensation Rules including any act or omission other expenses that results in unfavorable tax consequences to the Executive. No interest will may be owed or payable to the Executive incurred by you on account of the delay of any amount payable under this Agreement delayed on account of non-compliance with the Nonqualified Deferred Compensation Rules.

Nonqualified Deferred Compensation Rules. It is intended that (a) This Agreement shall be interpreted to avoid any amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with the limitations or requirements of section 409A of the internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Nonqualified Deferred Compensation Rules”) so as not to subject Executive to the payment of interest and tax penalty which may be imposed sanctions under the Nonqualified Deferred Compensation Rules. In furtherance of this interest, to the extent that If any regulations payment cannot be provided or other guidance issued under the Nonqualified Deferred Compensation Rules would result in the Executive being subject to payment of interest and tax penalty under Nonqualified Deferred Compensation Rules, the parties agree made at the request of Executive to amend this Agreement in order to bring this Agreement into compliance with Nonqualified Deferred Compensation Rules. In the event this Agreement fails to satisfy time specified herein without incurring sanctions under the Nonqualified Deferred Compensation Rules, then such payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may only be modified by the Board, in its sole discretion exercised in its reasonable discretion, to the limited extent necessary to satisfy made upon a “separation from service” under the Nonqualified Deferred Compensation Rules without the consent of the Executive, including, but not limited to, the delay of any amount payable hereunder; provided, however, that neither the Company nor the members of the Board shall be liable for any act, omission or determination taken or made with respect to this Agreement and/or the Nonqualified Deferred Compensation Rules including any act or omission that results in unfavorable tax consequences to the ExecutiveRules. No interest will be owed or payable to the Executive on account of the delay of any amount payable under this Agreement delayed on account For purposes of the Nonqualified Deferred Compensation Rules, each payment made under this Agreement shall be treated as a separate payment, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. (b) Notwithstanding any provision to the contrary herein or in the Plan, if on the date of the Participant’s termination of employment, the Participant is a “specified employee” (within the meaning of the Nonqualified Deferred Compensation Rules) as determined by the Board (or its delegate) in its sole discretion in accordance with its “specified employee” determination policy, then all payments payable to the Participant under this Agreement that are deemed as deferred compensation subject to the requirements of the Nonqualified Deferred Compensation Rules shall be postponed for a period of six (6) months following the Participant’s “separation from service” with the Company (or any successor thereto) (the “postponed amounts”). The postponed amounts shall be credited with interest as described in Section 5 above and paid to the Participant in a lump sum within thirty (30) days after the date that is six (6) months following the Participant’s “separation from service” with the Company (or any successor thereto). If the Participant dies during the postponement period, the postponed amounts shall be paid to the personal representative of the Participant’s estate within sixty (60) days after the Participant’s death.