Common use of Section 409A Delay in Payment Clause in Contracts

Section 409A Delay in Payment. The Company intends that the RSUs shall not constitute “nonqualified deferred compensation” subject to Section 409A and this Agreement shall be interpreted, administered and construed consistent with such intent; provided, however, that if the Grantee is or will become eligible to terminate employment by reason of Retirement on or before the Scheduled Vesting Date, this Award shall constitute “nonqualified deferred compensation” subject to Section 409A once the Grantee becomes eligible to terminate employment by reason of Retirement and, in such case, this Agreement shall be interpreted, administered and construed in a manner consistent with complying with such provisions. To the extent required in order to avoid the imposition of any interest and additional tax under Section 409A, any payments or delivery of RSU Shares payable as a result of the Grantee’s termination of employment with the Company (or any Subsidiary or Affiliate), including, without limitation, pursuant to Section 5(c), will be delayed until the first business day of the seventh month following such termination of employment, or if earlier, the date of the Grantee’s death, if the Grantee is deemed to be a “specified employee” as defined in Section 409A and as determined by the Company. If, and only to the extent that, this Award constitutes “deferred compensation” within the meaning of Section 409A, any delivery of RSU Shares provided for in this Agreement in connection with the Grantee’s termination of employment shall be made to the Grantee only upon a “separation from service” (as such term is defined and used in Section 409A). Each payment under the RSUs shall be treated as a separate payment for purposes of Section 409A.

Section 409A Delay in Payment. The Company intends that the RSUs shall not constitute “nonqualified deferred compensation” subject to Section 409A and this Agreement shall be interpreted, administered and construed consistent with such intent; provided, however, that if the Grantee is or will become eligible to terminate employment by reason of Retirement on or before the final Scheduled Vesting Date, this Award shall constitute “nonqualified deferred compensation” subject to Section 409A once the Grantee becomes eligible to terminate employment by reason of Retirement and, in such case, this Agreement shall be interpreted, administered and construed in a manner consistent with complying with such provisions. To the extent required in order to avoid the imposition of any interest and additional tax under Section 409A, any payments or delivery of RSU Shares payable as a result of the Grantee’s termination of employment with the Company (or any Subsidiary or Affiliate), including, without limitation, pursuant to Section 5(c), will be delayed until the first business day of the seventh month following such termination of employment, or if earlier, the date of the Grantee’s death, if the Grantee is deemed to be a “specified employee” as defined in Section 409A and as determined by the Company. If, and only to the extent that, this Award constitutes “deferred compensation” within the meaning of Section 409A, any delivery of RSU Shares provided for in this Agreement in connection with the Grantee’s termination of employment shall be made to the Grantee only upon a “separation from service” (as such term is defined and used in Section 409A). Each payment under the RSUs shall be treated as a separate payment for purposes of Section 409A.