Common use of Section 409a and Section 457a Compliance Clause in Contracts

Section 409a and Section 457a Compliance. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A and Section 457A. This Agreement will be construed in a manner to give effect to such intention. Any references to a “termination of employment” (or similar term) under this Agreement shall mean a “separation from service” within the meaning of Section 409A and Section 457A. Each vesting installment of the Restricted Shares shall be deemed to be a separate payment for purposes of Section 409A and Section 457A. If it is determined that all or a portion of the Restricted Shares constitutes deferred compensation for purposes of Section 409A or Section 457A, and if the Grantee is a “specified employee” (within the meaning of Section 409A or Section 457A) at the time of the Grantee’s separation from service, then the portion of such Restricted Shares that would otherwise be deliverable during the six-month period immediately following the Grantee’s separation from service shall instead be delivered on the earlier of (i) the first business day of the seventh month following the Grantee’s separation from service or (ii) the Grantee’s death.

Section 409a and Section 457a Compliance. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A and Section 457A. This Agreement will be construed in a manner to give effect to such intention. Any references to a “termination of employment” (or similar term) under this Agreement shall mean a “separation from service” within the meaning of Section 409A and Section 457A. Each vesting installment of the Restricted Shares Share Units shall be deemed to be a separate payment for purposes of Section 409A and Section 457A. If it is determined that all or a portion of the Restricted Shares Share Units constitutes deferred compensation for purposes of Section 409A or Section 457A, and if the Grantee is a “specified employee” (within the meaning of Section 409A or Section 457A) at the time of the Grantee’s separation from service, then the portion of such Restricted Shares Share Units that would otherwise be deliverable during the six-month period immediately following the Grantee’s separation from service shall instead be delivered on the earlier of (i) the first business day of the seventh month following the Grantee’s separation from service or (ii) the Grantee’s death.