Common use of Omnibus 409A Provision Clause in Contracts

Omnibus 409A Provision. This Agreement is intended to be exempt from treatment as deferred compensation under Section 409A of the Internal Revenue Code (the “Code”) and shall be construed and interpreted in accordance therewith. All rights to payments under this Agreement shall be treated as rights to receive a series of separate payments to the fullest extent permitted by Section 409A of the Code. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions of this Agreement, if Xxxxxx is a “specified employee” (within the meaning of Section 409A of the Code), and any payments hereunder are not otherwise exempt from Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x “separation from service” within the meaning of Section 409A of the Code or, if earlier the date of Xxxxxx’x death. Because the amounts payable hereunder will be made in all events no later than the 15th day of the third month following the end of (i) the calendar year or (ii) the fiscal year of the Company in which Xxxxxx terminates employment, whichever is later, then all amounts payable hereunder should be exempt from Section 409A of the Code as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Code. For purposes hereof, termination of employment shall be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Xxxxxx would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period.

Omnibus 409A Provision. This The intent of the parties is that the payments and benefits under this Agreement is intended to be exempt comply with an exemption from treatment as deferred compensation under the application of Section 409A of the Internal Revenue Code and applicable guidance issued thereunder (the “CodeSection 409A”) and or comply with the requirements of Section 409A. To the extent an exemption from Section 409A does not apply, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A (“Deferred Compensation”) shall be construed provided and interpreted paid in accordance therewitha manner, and at such time and in such form, as complies with the requirements of Section 409A to avoid any unfavorable tax consequences. All For purposes of this Agreement, all rights to payments under this Agreement and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent permitted allowed by Section 409A of the Code. 409A. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions provision of this Agreement, payments or provision of benefits in connection with a separation from service that are Deferred Compensation will be delayed, to the extent applicable, until six months after the separation from service or, if Xxxxxx earlier, Executive’s death, if Executive is a “specified employee” (within the meaning of under Section 409A of (the Code“409A Deferral Period”), and any . In the event such payments hereunder are not otherwise exempt from Section 409A of the Code, then, due to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x “separation from service” within the meaning of Section 409A of the Code or, if earlier the date of Xxxxxx’x death. Because the amounts payable hereunder will be made in all events no later than installments or periodically during the 15th day 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the third month following benefits shall be made as otherwise scheduled. In the end of (i) event benefits are required to be deferred, any such benefit may be provided during the calendar year or (ii) 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the fiscal year Company once the 409A Deferral Period ends, and the balance of the Company in which Xxxxxx terminates employment, whichever is later, then all amounts payable hereunder should benefits shall be exempt from Section 409A of the Code provided as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Codeotherwise scheduled. For purposes hereofof the payment of Deferred Compensation under this Agreement, termination of employment shall will be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such that date or that the level of bona fide services Xxxxxx Executive would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more less than 20 percent 50% of the average level of bona fide services performed over the immediately preceding 36thirty-month six (36)-month period.

Omnibus 409A Provision. This Agreement is intended to be exempt from treatment as deferred compensation under Section 409A of the Internal Revenue Code (the “Code”) and shall be construed and interpreted in accordance therewith. All rights to payments under this Agreement shall be treated as rights to receive a series of separate payments to the fullest extent permitted by Section 409A of the Code. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx Dxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions of this Agreement, if Xxxxxx Dxxxx is a “specified employee” (within the meaning of Section 409A of the Code), and any payments hereunder are not otherwise exempt from Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x Dxxxx’x “separation from service” within the meaning of Section 409A of the Code or, if earlier the date of Xxxxxx’x Dxxxx’x death. Because the amounts payable hereunder will be made in all events no later than the 15th day of the third month following the end of (i) the calendar year or (ii) the fiscal year of the Company in which Xxxxxx Dxxxx terminates employment, whichever is later, then all amounts payable hereunder should be exempt from Section 409A of the Code as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Code. For purposes hereof, termination of employment shall be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Xxxxxx Dxxxx would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period.

Omnibus 409A Provision. This Agreement Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be exempt from treatment as deferred compensation under subject to Section 409A of the Internal Revenue Code (the “Code”) and shall be construed provided and interpreted paid in accordance therewitha manner, and at such time and in such form, as complies with the requirements of Section 409A of the Code to avoid any unfavorable tax consequences. All For purposes of this Agreement, all rights to payments under this Agreement and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent permitted allowed by Section 409A of the Code. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions provision of this Agreement, payments or provision of benefits in connection with a separation from service will be delayed, to the extent applicable, until six months after the separation from service or, if Xxxxxx earlier, Executive’s death, if Executive is a “specified employee” (within the meaning of Section 409A of the Code), and any payments hereunder are not otherwise exempt from Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x “separation from service” within the meaning of under Section 409A of the Code or, if earlier (the date of Xxxxxx’x death“409A Deferral Period”). Because In the amounts payable hereunder will event such payments are otherwise due to be made in all events no later than installments or periodically during the 15th day 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the third month following benefits shall be made as otherwise scheduled. In the end of (i) event benefits are required to be deferred, any such benefit may be provided during the calendar year or (ii) 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the fiscal year Company once the 409A Deferral Period ends, and the balance of the Company in which Xxxxxx terminates employment, whichever is later, then all amounts payable hereunder should benefits shall be exempt from Section 409A of the Code provided as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Codeotherwise scheduled. For purposes hereofof this Agreement, termination of employment shall will be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such that date or that the level of bona fide services Xxxxxx Executive would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more less than 20 percent 50% of the average level of bona fide services performed over the immediately preceding 36thirty-six (36)- month period.

Omnibus 409A Provision. This Agreement is intended to be exempt from treatment as deferred compensation under Section 409A of the Internal Revenue Code (the “Code”) and shall be construed and interpreted in accordance therewith. All rights to payments under this Agreement shall be treated as rights to receive a series of separate payments to the fullest extent permitted by Section 409A of the Code. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx Mxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions of this Agreement, if Xxxxxx Mxxxx is a “specified employee” (within the meaning of Section 409A of the Code), and any payments hereunder are not otherwise exempt from Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x Mxxxx’x “separation from service” within the meaning of Section 409A of the Code or, if earlier the date of Xxxxxx’x Mxxxx’x death. Because the amounts payable hereunder will be made in all events no later than the 15th day of the third month following the end of (i) the calendar year or (ii) the fiscal year of the Company in which Xxxxxx Mxxxx terminates employment, whichever is later, then all amounts payable hereunder should be exempt from Section 409A of the Code as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Code. For purposes hereof, termination of employment shall be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Xxxxxx Mxxxx would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period.

Omnibus 409A Provision. This Agreement is intended to be exempt from treatment as deferred compensation under Section 409A of the Internal Revenue Code (the “Code”) and shall be construed and interpreted in accordance therewith. All rights to payments under this Agreement shall be treated as rights to receive a series of separate payments to the fullest extent permitted by Section 409A of the Code. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx Bxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions of this Agreement, if Xxxxxx Bxxxx is a “specified employee” (within the meaning of Section 409A of the Code), and any payments hereunder are not otherwise exempt from Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x Bxxxx’x “separation from service” within the meaning of Section 409A of the Code or, if earlier the date of Xxxxxx’x Bxxxx’x death. Because the amounts payable hereunder will be made in all events no later than the 15th day of the third month following the end of (i) the calendar year or (ii) the fiscal year of the Company in which Xxxxxx Bxxxx terminates employment, whichever is later, then all amounts payable hereunder should be exempt from Section 409A of the Code as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Code. For purposes hereof, termination of employment shall be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Xxxxxx Bxxxx would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period.

Omnibus 409A Provision. This Agreement Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be exempt from treatment as deferred compensation under subject to Section 409A of the Internal Revenue Code (the “Code”) and shall be construed provided and interpreted paid in accordance therewitha manner, and at such time and in such form, as complies with the requirements of Section 409A of the Code to avoid any unfavorable tax consequences. All For purposes of this Agreement, all rights to payments under this Agreement and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent permitted allowed by Section 409A of the Code. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions provision of this Agreement, payments or provision of benefits in connection with a separation from service will be delayed, to the extent applicable, until six months after the separation from service or, if Xxxxxx earlier, Executive’s death, if Executive is a “specified employee” (within the meaning of Section 409A of the Code), and any payments hereunder are not otherwise exempt from Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x “separation from service” within the meaning of under Section 409A of the Code or, if earlier (the date of Xxxxxx’x death“409A Deferral Period”). Because In the amounts payable hereunder will event such payments are otherwise due to be made in all events no later than installments or periodically during the 15th day 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the third month following benefits shall be made as otherwise scheduled. In the end of (i) event benefits are required to be deferred, any such benefit may be provided during the calendar year or (ii) 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the fiscal year Company once the 409A Deferral Period ends, and the balance of the Company in which Xxxxxx terminates employment, whichever is later, then all amounts payable hereunder should payment shall be exempt from Section 409A of the Code provided as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Codeotherwise scheduled. For purposes hereofof this Agreement, termination of employment shall will be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such that date or that the level of bona fide services Xxxxxx Executive would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more less than 20 percent 50% of the average level of bona fide services performed over the immediately preceding 36thirty-six (36)- month period.

Omnibus 409A Provision. This Agreement is intended to be exempt from treatment as deferred compensation under Section 409A of the Internal Revenue Code (the “Code”) and shall be construed and interpreted in accordance therewith. All rights to payments under this Agreement shall be treated as rights to receive a series of separate payments to the fullest extent permitted by Section 409A of the Code. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx Xxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions of this Agreement, if Xxxxxx Xxxxx is a “specified employee” (within the meaning of Section 409A of the Code), and any payments hereunder are not otherwise exempt from Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x Xxxxx’x “separation from service” within the meaning of Section 409A of the Code or, if earlier the date of Xxxxxx’x Xxxxx’x death. Because the amounts payable hereunder will be made in all events no later than the 15th day of the third month following the end of (i) the calendar year or (ii) the fiscal year of the Company in which Xxxxxx Xxxxx terminates employment, whichever is later, then all amounts payable hereunder should be exempt from Section 409A of the Code as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Code. For purposes hereof, termination of employment shall be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Xxxxxx Xxxxx would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period.

Omnibus 409A Provision. This Agreement is intended to be exempt from treatment as deferred compensation under Section 409A of the Internal Revenue Code (the “Code”) and shall be construed and interpreted in accordance therewith. All rights to payments under this Agreement shall be treated as rights to receive a series of separate payments to the fullest extent permitted by Section 409A of the Code. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx Xxxxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions of this Agreement, if Xxxxxx Xxxxxxx is a “specified employee” (within the meaning of Section 409A of the Code), and any payments hereunder are not otherwise exempt from Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x Shipley’s “separation from service” within the meaning of Section 409A of the Code or, if earlier the date of Xxxxxx’x Shipley’s death. Because the amounts payable hereunder will be made in all events no later than the 15th day of the third month following the end of (i) the calendar year or (ii) the fiscal year of the Company in which Xxxxxx Xxxxxxx terminates employment, whichever is later, then all amounts payable hereunder should be exempt from Section 409A of the Code as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Code. For purposes hereof, termination of employment shall be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Xxxxxx Xxxxxxx would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period.

Omnibus 409A Provision. This Agreement is intended to be exempt from treatment as deferred compensation under Section 409A of the Internal Revenue Code (the “Code”) and shall be construed and interpreted in accordance therewith. All rights to payments under this Agreement shall be treated as rights to receive a series of separate payments to the fullest extent permitted by Section 409A of the Code. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx Sxxxxxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions of this Agreement, if Xxxxxx Sxxxxxxxx is a “specified employee” (within the meaning of Section 409A of the Code), and any payments hereunder are not otherwise exempt from Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x Sxxxxxxxx’x “separation from service” within the meaning of Section 409A of the Code or, if earlier the date of Xxxxxx’x Sxxxxxxxx’x death. Because the amounts payable hereunder will be made in all events no later than the 15th day of the third month following the end of (i) the calendar year or (ii) the fiscal year of the Company in which Xxxxxx Sxxxxxxxx terminates employment, whichever is later, then all amounts payable hereunder should be exempt from Section 409A of the Code as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Code. For purposes hereof, termination of employment shall be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Xxxxxx Sxxxxxxxx would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period.

Omnibus 409A Provision. This Agreement is intended to be exempt from treatment as deferred compensation under Section 409A of the Internal Revenue Code (the “Code”) and shall be construed and interpreted in accordance therewith. All rights to payments under this Agreement shall be treated as rights to receive a series of separate payments to the fullest extent permitted by Section 409A of the Code. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx Mxxxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions of this Agreement, if Xxxxxx Mxxxxxx is a “specified employee” (within the meaning of Section 409A of the Code), and any payments hereunder are not otherwise exempt from Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x Mxxxxxx’x “separation from service” within the meaning of Section 409A of the Code or, if earlier the date of Xxxxxx’x Mxxxxxx’x death. Because the amounts payable hereunder will be made in all events no later than the 15th day of the third month following the end of (i) the calendar year or (ii) the fiscal year of the Company in which Xxxxxx Mxxxxxx terminates employment, whichever is later, then all amounts payable hereunder should be exempt from Section 409A of the Code as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Code. For purposes hereof, termination of employment shall be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Xxxxxx Mxxxxxx would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period.

Omnibus 409A Provision. This Agreement Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be exempt from treatment as deferred compensation under subject to Section 409A of the Internal Revenue Code (the “Code”) and shall be construed provided and interpreted paid in accordance therewitha manner, and at such time and in such form, as complies with the requirements of Section 409A of the Code to avoid any unfavorable tax consequences. All For purposes of this Agreement, all rights to payments under this Agreement and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent permitted allowed by Section 409A of the Code. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions provision of this Agreement, payments or provision of benefits in connection with the separation from service will be delayed, to the extent applicable, until six months after the separation from service or, if Xxxxxx earlier, Executive’s death, if Executive is a “specified employee” (within the meaning of Section 409A of the Code), and any payments hereunder are not otherwise exempt from Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x “separation from service” within the meaning of under Section 409A of the Code or, if earlier (the date of Xxxxxx’x death“409A Deferral Period”). Because In the amounts payable hereunder will event such payments are otherwise due to be made in all events no later than installments or periodically during the 15th day 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the third month following payments shall be made as otherwise scheduled. In the end of (i) event benefits are required to be deferred, any such benefit may be provided during the calendar year or (ii) 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the fiscal year Company once the 409A Deferral Period ends, and the balance of the Company in which Xxxxxx terminates employment, whichever is later, then all amounts payable hereunder should benefits shall be exempt from Section 409A of the Code provided as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Codeotherwise scheduled. For purposes hereofof this Agreement, termination of employment shall will be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such that date or that the level of bona fide services Xxxxxx Executive would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more less than 20 percent 50% of the average level of bona fide services performed over the immediately preceding thirty-six (36-) month period.

Omnibus 409A Provision. This Agreement is intended to be exempt from treatment as deferred compensation under Section 409A of the Internal Revenue Code (the “Code”) and shall be construed and interpreted in accordance therewith. All rights to payments under this Agreement shall be treated as rights to receive a series of separate payments to the fullest extent permitted by Section 409A of the Code. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx Xxxxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions of this Agreement, if Xxxxxx Xxxxxxx is a “specified employee” (within the meaning of Section 409A of the Code), and any payments hereunder are not otherwise exempt from Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x Xxxxxxx’x “separation from service” within the meaning of Section 409A of the Code or, if earlier the date of Xxxxxx’x Xxxxxxx’x death. Because the amounts payable hereunder will be made in all events no later than the 15th day of the third month following the end of (i) the calendar year or (ii) the fiscal year of the Company in which Xxxxxx Xxxxxxx terminates employment, whichever is later, then all amounts payable hereunder should be exempt from Section 409A of the Code as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Code. For purposes hereof, termination of employment shall be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Xxxxxx Xxxxxxx would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period.

Omnibus 409A Provision. This Agreement is intended to be exempt from treatment as deferred compensation under Section 409A of the Internal Revenue Code (the “Code”) and shall be construed and interpreted in accordance therewith. All rights to payments under this Agreement shall be treated as rights to receive a series of separate payments to the fullest extent permitted by Section 409A of the Code. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx Xxxxxxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions of this Agreement, if Xxxxxx Xxxxxxxxx is a “specified employee” (within the meaning of Section 409A of the Code), and any payments hereunder are not otherwise exempt from Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x Xxxxxxxxx’x “separation from service” within the meaning of Section 409A of the Code or, if earlier the date of Xxxxxx’x Xxxxxxxxx’x death. Because the amounts payable hereunder will be made in all events no later than the 15th day of the third month following the end of (i) the calendar year or (ii) the fiscal year of the Company in which Xxxxxx Xxxxxxxxx terminates employment, whichever is later, then all amounts payable hereunder should be exempt from Section 409A of the Code as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Code. For purposes hereof, termination of employment shall be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Xxxxxx Xxxxxxxxx would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period.

Omnibus 409A Provision. This Agreement Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be exempt from treatment as deferred compensation under subject to Section 409A of the Internal Revenue Code (the “Code”) and shall be construed provided and interpreted paid in accordance therewitha manner, and at such time and in such form, as complies with the requirements of Section 409A of the Code to avoid any unfavorable tax consequences. All For purposes of this Agreement, all rights to payments under this Agreement and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent permitted allowed by Section 409A of the Code. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions provision of this Agreement, payments or provision of benefits in connection with the separation from service will be delayed, to the extent applicable, until six months after the separation from service or, if Xxxxxx earlier, Executive’s death, if Executive is a “specified employee” (within the meaning of Section 409A of the Code), and any payments hereunder are not otherwise exempt from Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x “separation from service” within the meaning of under Section 409A of the Code or, if earlier (the date of Xxxxxx’x death“409A Deferral Period”). Because In the amounts payable hereunder will event such payments are otherwise due to be made in all events no later than installments or periodically during the 15th day 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the third month following payments shall be made as otherwise scheduled. In the end of (i) event benefits are required to be deferred, any such benefit may be provided during the calendar year or (ii) 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the fiscal year Company once the 409A Deferral Period ends, and the balance of the Company in which Xxxxxx terminates employment, whichever is later, then all amounts payable hereunder should benefits shall be exempt from Section 409A of the Code provided as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Codeotherwise scheduled. For purposes hereofof this Agreement, termination of employment shall will be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such that date or that the level of bona fide services Xxxxxx Executive would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more less than 20 percent 50% of the average level of bona fide services performed over the immediately preceding 36thirty-six (36)- month period.

Omnibus 409A Provision. This Agreement is intended to be exempt from treatment as deferred compensation under Section 409A of the Internal Revenue Code (the “Code”) and shall be construed and interpreted in accordance therewith. All rights to payments under this Agreement shall be treated as rights to receive a series of separate payments to the fullest extent permitted by Section 409A of the Code. Notwithstanding the preceding, the Company shall not be liable to Xxxxxx Sxxxxxx or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payment under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code. Notwithstanding any of the provisions of this Agreement, if Xxxxxx Sxxxxxx is a “specified employee” (within the meaning of Section 409A of the Code), and any payments hereunder are not otherwise exempt from Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, no payments may be made hereunder before the date which is six months after the date of Xxxxxx’x Shipley’s “separation from service” within the meaning of Section 409A of the Code or, if earlier the date of Xxxxxx’x Shipley’s death. Because the amounts payable hereunder will be made in all events no later than the 15th day of the third month following the end of (i) the calendar year or (ii) the fiscal year of the Company in which Xxxxxx Sxxxxxx terminates employment, whichever is later, then all amounts payable hereunder should be exempt from Section 409A of the Code as a short-term deferral. Consequently, this “specified employee” six-month delay provision will only be applicable if it is subsequently determined that the amounts to be paid pursuant to this Agreement are not exempt from Section 409A of the Code. For purposes hereof, termination of employment shall be read to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Xxxxxx Sxxxxxx would perform after that date (whether as an employee or an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period.