Common use of Parties’ Intent Clause in Contracts

Parties’ Intent. The parties intend that the provisions of this Amended Employment Agreement comply with the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder (collectively, “Section 409A”) and all provisions of this Amended Employment Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If any provision of this Amended Employment Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A, the Company shall, upon the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to comply with Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive participates to bring it in compliance with Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Section 409A so long as it has acted in good faith with regard to compliance therewith.

Parties’ Intent. The parties intend that the provisions of this Amended Employment Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”"), and the regulations thereunder (collectively, “"Section 409A”") and all provisions of this Amended Employment Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If any provision of this Amended Employment Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive Employee to incur any additional tax or interest under Section 409A, the Company shall, upon the specific request of ExecutiveEmployee, use its reasonable business efforts to in good faith reform such provision to comply with Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to Executive Employee and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive Employee participates to bring it in compliance with Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Section 409A so long as it has acted in good faith with regard to compliance therewith.

Parties’ Intent. The parties intend that the provisions of this Amended Employment Agreement GENERAL RELEASE AGREEMENT comply with the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder (collectively, “Section 409A”) and all provisions of this Amended Employment Agreement GENERAL RELEASE AGREEMENT shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If any provision of this Amended Employment Agreement GENERAL RELEASE AGREEMENT (or of any award of compensation, including equity compensation or benefits) would cause Executive Employee to incur any additional tax or interest under Section 409A, the Company shall, upon the specific request of ExecutiveEmployee, use its reasonable business efforts to in good faith reform such provision to comply with Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to Executive Employee and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive Employee participates to bring it in compliance with Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Section 409A so long as it has acted in good faith with regard to compliance therewith.

Parties’ Intent. The parties intend that no payments or benefits hereunder shall constitute non-qualified deferred compensation within the provisions meaning of this Amended Employment Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder (collectively, “Section 409A”) and all provisions of this Amended Employment Consulting Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. such intention. If any provision of this Amended Employment Consulting Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive Executive/Consultant to incur any additional tax or interest under Section 409A, the Company shall, upon the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with with, Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to Executive Executive/Consultant and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any material additional economic cost or loss of material benefit to the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive Executive/Consultant participates to bring it under an exemption from, or in compliance with with, Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Section 409A so long as it has acted in good faith with regard to compliance therewith.

Parties’ Intent. The parties intend that the provisions of this Amended Employment Agreement all payments or benefits hereunder shall either qualify for an exemption from or comply with the applicable rules governing non-qualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder (collectively, “Section 409A”) and all provisions of this Amended Employment Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. such intention. If any provision of this Amended Employment Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A, the Company shall, upon the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with with, Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any material additional economic cost or loss of material benefit to the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive participates to bring it in compliance with Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Section 409A so long as it has 409A, provided that the Company acted in good faith and in a prudent manner to comply with regard to compliance therewithSection 409A. Sections 14(c) and 14(d) of the Employment Agreement are incorporated herein by reference.