Common use of Section 409A; Other Tax Matters Clause in Contracts

Section 409A; Other Tax Matters. This Agreement is intended to provide payments that are exempt from or compliant with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986 (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Notwithstanding any provisions of an RSU to the contrary, no RSU shall be settled by reason of a change in control of XxXxxxxxx International, Inc. or disability of Employee unless such event is a change in control or disability, as applicable, within the meaning of Section 409A. Notwithstanding anything herein to the contrary, if on the date of Employee’s separation from service Employee is a “specified employee,” as defined in Section 409A, then all or a portion of any severance payments, or benefits under this Agreement that would be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first day of the seventh month following Employee’s separation from service date (or, if earlier, Employee’s date of death) and shall be paid as a lump sum (without interest) on such date. For purposes of this Agreement, a termination of Employee’s employment must be a “separation from service” for purposes of Section 409A. Employee acknowledges and agrees that Employee has obtained no advice from the Company or any of the other Company Entities, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of Employee’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee further acknowledges and agrees that Employee is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee under this Agreement. Employee agrees to indemnify the Company and hold the Company harmless for any and all taxes, penalties or other assessments that Employee is, or may become, obligated to pay on account of any payments made and other consideration provided to Employee under this Agreement.

Section 409A; Other Tax Matters. This Agreement is intended to provide payments that are exempt from or compliant with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986 (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Notwithstanding any provisions of an RSU to the contrary, no RSU shall be settled by reason of a change in control of XxXxxxxxx International, Inc. or disability of Employee unless such event is a change in control or disability, as applicable, within the meaning of Section 409A. Notwithstanding anything herein to the contrary, if on the date of Employee’s separation from service Employee is a “specified employee,” as defined in Section 409A, then all or a portion of any severance separation payments, or benefits under this Agreement that would be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first day of the seventh month following Employee’s separation from service date (or, if earlier, Employee’s date of death) and shall be paid as a lump sum (without interest) on such date. For purposes of this Agreement, a termination of Employee’s employment must be a “separation from service” for purposes of Section 409A. For purposes of the application of Section 409A, each payment in a series of payments will be deemed a separate payment. Employee acknowledges and agrees that Employee has obtained no advice from the Company or any of the other Company EntitiesCompany, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of Employee’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee further acknowledges and agrees that Employee is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee under this Agreement. Employee agrees to indemnify the Company and hold the Company harmless for any and all taxes, penalties or other assessments that Employee is, or may become, obligated to pay on account of any payments made and other consideration provided to Employee under this AgreementAgreement (including, without limitation, any amounts relating to or imposed by the operation of Section 409A of the Code).

Section 409A; Other Tax Matters. This Agreement is intended to provide payments that are exempt from or compliant and/or that comply with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986 (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Notwithstanding accordingly (it being understood that the payment of any provisions of an RSU reimbursement hereunder shall be made in a manner exempt from, or in compliance with, Section 409A pursuant to the contraryCompany’s reimbursement policies). If any provision of this Agreement would cause Executive to incur any additional tax under Section 409A, no RSU the Agreement shall be settled by reason deemed amended to reform and/or the Parties will in good faith attempt to reform the provision in a manner that maintains, to the extent possible, the original intent of a change in control of XxXxxxxxx International, Inc. or disability of Employee unless such event is a change in control or disability, as applicable, within the meaning applicable provision without violating the provisions of Section 409A. Notwithstanding anything herein to the contrary, if on the date of EmployeeExecutive’s separation from service Employee Executive is a “specified employee,” as defined in Section 409A, then all or a any portion of any severance payments, benefits or benefits other consideration under this Agreement that would are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first business day of the seventh month following EmployeeExecutive’s separation from service date (or, if earlier, EmployeeExecutive’s date of death) and shall be paid as a lump sum (without interest) on such date. For purposes of this Agreement, a termination of Employee’s employment must be a “separation from service” for purposes of Section 409A. Employee Executive acknowledges and agrees that Employee Executive has obtained no advice from the Company Parent or any of the other Company Entitiesits affiliates, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of EmployeeExecutive’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee Executive further acknowledges and agrees that Employee Executive is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee Executive under this Agreement. Employee Executive agrees to indemnify the Company Noble Parties and hold the Company Noble Parties harmless for any and all taxes, penalties or other assessments that Employee Executive is, or may become, obligated to pay on account of any payments made and other consideration provided to Employee Executive under this Agreement.

Section 409A; Other Tax Matters. This Agreement is intended to provide payments that are exempt from or compliant with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986 (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Notwithstanding any provisions of an RSU to the contrary, no RSU shall be settled by reason of a change in control of XxXxxxxxx International, Inc. MII or disability of Employee unless such event is a change in control or disability, as applicable, within the meaning of Section 409A. Notwithstanding anything herein to the contrary, if on the date of Employee’s separation from service Employee is a “specified employee,” as defined in Section 409A, then all or a portion of any severance payments, or benefits under this Agreement that would be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first day of the seventh month following Employee’s separation from service date (or, if earlier, Employee’s date of death) and shall be paid as a lump sum (without interest) on such date. For purposes of this Agreement, a termination of Employee’s employment must be a “separation from service” for purposes of Section 409A. Employee acknowledges and agrees that Employee has obtained no advice from the Company or any of the other Company Entities, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of Employee’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee further acknowledges and agrees that Employee is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee under this Agreement. Employee agrees to indemnify the Company and hold the Company harmless for any and all taxes, penalties or other assessments that Employee is, or may become, obligated to pay on account of any payments made and other consideration provided to Employee under this Agreement.

Section 409A; Other Tax Matters. This Agreement is intended to provide payments that are exempt from or compliant with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986 (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Notwithstanding any provisions of an RSU to the contrary, no RSU shall be settled by reason of a change in control of XxXxxxxxx International, Inc. or disability of Employee unless such event is a change in control or disability, as applicable, within the meaning of Section 409A. Notwithstanding anything herein to the contrary, if on the date of Employee’s separation from service Employee is a “specified employee,” as defined in Section 409A, then all or a portion of any severance separation payments, or benefits under this Agreement that would be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first day of the seventh (7th) month following Employee’s separation from service date (or, if earlier, Employee’s date of death) and shall be paid as a lump sum (without interest) on such date. For purposes of this Agreement, a termination of Employee’s employment must be a “separation from service” for purposes of Section 409A. For purposes of the application of Section 409A, each payment in a series of payments will be deemed a separate payment. Employee acknowledges and agrees that Employee has obtained no advice from the Company or any of the other Company EntitiesCompany, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of Employee’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee further acknowledges and agrees that Employee is personally responsible for the payment of all of Employee’s share of federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee under this Agreement. Employee agrees to indemnify the Company and hold the Company harmless for any and all taxes, penalties or other assessments that Employee is, or may become, obligated to pay on account of any payments made and other consideration provided to Employee under this AgreementAgreement (including, without limitation, any amounts relating to or imposed by the operation of Section 409A of the Code).

Section 409A; Other Tax Matters. This Agreement is intended to provide payments that are in compliance with or exempt from or compliant with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986 (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), ) and the Agreement shall be interpreted accordingly. Notwithstanding accordingly (it being understood that the payment of any provisions of an RSU to the contrary, no RSU reimbursement hereunder shall be settled by reason of made in a change manner exempt from, or in control of XxXxxxxxx Internationalcompliance with, Inc. or disability of Employee unless such event is a change in control or disability, as applicable, within the meaning of Section 409A. 409A pursuant to HFC’s reimbursement policies). Notwithstanding anything herein to the contrary, if on the date of EmployeeExecutive’s separation from service Employee Executive is a “specified employee,” as defined in Section 409A, then all or a any portion of any severance payments, benefits or benefits other consideration under this Agreement that would are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first day of the seventh month following EmployeeExecutive’s separation from service date (or, if earlier, EmployeeExecutive’s date of death) and shall be paid as a lump sum (without interest) on such date. For purposes of this Agreement, a termination of Employee’s employment must be a “separation from service” for purposes of Section 409A. Employee Executive acknowledges and agrees that Employee Executive has obtained no advice from the Company or any of the other Company EntitiesHFC, or any of their respective its officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, representatives and that none of such persons or entities have made any representation regarding the tax consequences, if any, of EmployeeExecutive’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee Executive further acknowledges and agrees that Employee Executive is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee Executive under this Agreement. Employee agrees to indemnify the Company DATE FIRST RECEIVED: October 16, 2023 EXECUTIVE By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Date: November 10, 2023 Hormel Foods Corporation By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President of Human Resources Date: November 13, 2023 Separation Payments and hold the Company harmless Benefits1 Accrued Compensation Cash payment for any earned but unused floating holidays and all taxesvacation days for calendar year 2023. Additionally, penalties or other assessments that Employee isany accrued vacation for calendar year 2024, or may becomefor time on active payroll during calendar year 2023. Payable as soon as administratively practicable following the Separation Date FY 2023 AIP and Operators’ Share Plan Payments Full FY 2023 annual cash award pursuant to the AIP and Operators’ Share Plan at actual performance level (amount to be determined) Mid-December 2023, obligated consistent with administrative guidelines and past practice LTIP Cash Award Upon Executive’s retirement as of the Separation Date, calculated based on actual performance, prorated based on days worked through the Separation Date: LTIP cycle ending June 2024: $225,000 (target) LTIP cycle ending June 2025: $235,000 (target) Payable as soon as administratively practicable following the end of each applicable performance period, but in no event later than the end of August 2024 and August 2025, respectively Equity Award (Non-qualified Stock Options (“Options”)) (1) 5,550 unvested Options granted on December 3, 2019 with an exercise price of $45.54 (2) 12,050 unvested Options granted on December 1, 2020 with an exercise price of $47.53 (3) 20,850 unvested Options granted on December 7, 2021 with an exercise price of $42.43 (4) 19,600 unvested Options granted on December 6, 2022 with an exercise price of $46.84 Continued vesting through the original vesting schedule, subject to pay the terms and conditions of the respective option award agreement. For the avoidance of doubt, the Executive shall be permitted to exercise the Options at any time prior 1 As of Executive’s Separation Date, Executive’s termination of employment meets the definitions of “Retirement” and “Qualified Retirement” under the terms of the HFC 2018 Incentive Compensation Plan for purposes of the LTIP Cash Awards, the Stock Option Agreements, and the Restricted Stock Unit Agreements and therefore will be treated accordingly under the terms of such plan, awards, and agreements. to the expiration date specified on account the cover page of any payments made each applicable Stock Option Agreement Equity Award (Restricted Stock Units (“RSUs”)) (1) Full accelerated vesting of 4,004 RSUs granted on December 1, 2020 (2) Full accelerated vesting of 4,634 RSUs granted on December 7, 2021 (3) Full accelerated vesting of 4,327 RSUs granted on December 6, 2022 Such RSUs will vest on the Separation Date Pension and other consideration provided to Employee Retirement Plans Vested balance under this Agreement.the HFC’s: (1) Salaried Employees Pension Plan; (2) Tax Deferred Investment Plan - 401(k); (3) Supplemental Executive Retirement Plan; (4) Executive Deferred Income Plan; and (5) Joint Earnings Profit Sharing Trust Payable upon Executive’s qualified retirement, in accordance with Executive’s prior plan elections and the terms and conditions of the applicable plan Cash Severance 12 months of Executive’s current base salary ($380,000) Payable in four quarterly installments, beginning in November 2023

Section 409A; Other Tax Matters. This Agreement is intended to provide payments that are in compliance with or exempt from or compliant with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986 (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Notwithstanding accordingly (it being understood that the payment of any provisions of an RSU to the contrary, no RSU reimbursement hereunder shall be settled by reason of made in a change manner exempt from, or in control of XxXxxxxxx Internationalcompliance with, Inc. or disability of Employee unless such event is a change in control or disability, as applicable, within the meaning of Section 409A. 409A pursuant to Verisk’s reimbursement policies). Notwithstanding anything herein to the contrary, if on the date of EmployeeExecutive’s separation from service Employee Executive is a “specified employee,” as defined in Section 409A, then all or a any portion of any severance payments, benefits or benefits other consideration under this Agreement that would are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first day of the seventh month following EmployeeExecutive’s separation from service date (or, if earlier, EmployeeExecutive’s date of death) and shall be paid as a lump sum (without interest) on such date. For purposes of this Agreement, a termination of Employee’s employment must be a “separation from service” for purposes of Section 409A. Employee Executive acknowledges and agrees that Employee Executive has obtained no advice from the Company or any of the other Company EntitiesVerisk, or any of their respective its officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of EmployeeExecutive’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee Executive further acknowledges and agrees that Employee Executive is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee under this Agreement. Employee agrees to indemnify the Company and hold the Company harmless for any and all taxes, penalties or other assessments that Employee is, or may become, obligated to pay on account of any payments made and other consideration provided to Employee Executive under this Agreement.

Section 409A; Other Tax Matters. This Agreement is intended to provide payments that are exempt from or compliant and/or that comply with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986 (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Notwithstanding accordingly (it being understood that the payment of any provisions of an RSU reimbursement hereunder shall be made in a manner exempt from, or in compliance with, Section 409A pursuant to the contraryCompany’s reimbursement policies). If any provision of this Agreement would cause Executive to incur any additional tax under Section 409A, no RSU the Agreement shall be settled by reason deemed amended to reform and/or the Parties will in good faith attempt to reform the provision in a manner that maintains, to the extent possible, the original intent of a change in control of XxXxxxxxx International, Inc. or disability of Employee unless such event is a change in control or disability, as applicable, within the meaning applicable provision without violating the provisions of Section 409A. Notwithstanding anything herein to the contrary, if on the date of EmployeeExecutive’s separation from service Employee Executive is a “specified employee,” as defined in Section 409A, then all or a any portion of any severance payments, benefits or benefits other consideration under this Agreement that would are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first (1st) business day of the seventh (7th) month following EmployeeExecutive’s separation from service date (or, if earlier, EmployeeExecutive’s date of death) and shall be paid as a lump sum (without interest) on such date. For purposes of this Agreement, a termination of Employee’s employment must be a “separation from service” for purposes of Section 409A. Employee Executive acknowledges and agrees that Employee Executive has obtained no advice from the Company Parent or any of the other Company Entitiesits affiliates, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of EmployeeExecutive’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee Executive further acknowledges and agrees that Employee Executive is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee Executive under this Agreement. Employee Executive agrees to indemnify the Company Noble Parties and hold the Company Noble Parties harmless for any and all taxes, penalties or other assessments that Employee Executive is, or may become, obligated to pay on account of any payments made and other consideration provided to Employee Executive under this Agreement.

Section 409A; Other Tax Matters. This Agreement is intended to provide payments that are exempt from or compliant and/or that comply with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986 (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Notwithstanding accordingly (it being understood that the payment of any provisions of an RSU reimbursement hereunder shall be made in a manner exempt from, or in compliance with, Section 409A pursuant to the contraryCompany’s reimbursement policies). If any provision of this Agreement would cause Executive to incur any additional tax under Section 409A, no RSU the Agreement shall be settled by reason deemed amended to reform and/or the Parties will in good faith attempt to reform the provision in a manner that maintains, to the extent possible, the original intent of a change in control of XxXxxxxxx International, Inc. or disability of Employee unless such event is a change in control or disability, as applicable, within the meaning applicable provision without violating the provisions of Section 409A. Notwithstanding anything herein to the contrary, if on the date of EmployeeExecutive’s separation from service Employee Executive is a “specified employee,” as defined in Section 409A, then all or a any portion of any severance payments, benefits or benefits other consideration under this Agreement that would are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first (1st) business day of the seventh (7th) month following EmployeeExecutive’s separation from service date (or, if earlier, EmployeeExecutive’s date of death) and shall be paid as a lump sum (without interest) on such date. For purposes of this Agreement, a termination of Employee’s employment must be a “separation from service” for purposes of Section 409A. Employee Executive acknowledges and agrees that Employee Executive has obtained no advice from the Company Parent or any of the other Company Entitiesits affiliates, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of EmployeeExecutive’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee Executive further acknowledges and agrees that Employee Executive is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee Executive under this Agreement. Employee Executive agrees to indemnify the Company Employer Parties and hold the Company Employer Parties harmless for any and all taxes, penalties or other assessments that Employee Executive is, or may become, obligated to pay on account of any payments made and other consideration provided to Employee Executive under this Agreement.

Section 409A; Other Tax Matters. This Agreement is intended to provide payments that are exempt from or compliant with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986 (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Notwithstanding accordingly (it being understood that the payment of any provisions of an RSU to the contrary, no RSU reimbursement hereunder shall be settled by reason of made in a change manner exempt from, or in control of XxXxxxxxx Internationalcompliance with, Inc. or disability of Employee unless such event is a change in control or disability, as applicable, within the meaning of Section 409A. 409A pursuant to Verisk’s reimbursement policies). Notwithstanding anything herein to the contrary, if on the date of EmployeeExecutive’s separation from service Employee Executive is a “specified employee,” as defined in Section 409A, then all or a any portion of any severance payments, benefits or benefits other consideration under this Agreement that would are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first day of the seventh month following EmployeeExecutive’s separation from service date (or, if earlier, EmployeeExecutive’s date of death) and shall be paid as a lump sum (without interest) on such date. For purposes of this Agreement, a termination of Employee’s employment must be a “separation from service” for purposes of Section 409A. Employee Executive acknowledges and agrees that Employee Executive has obtained no advice from the Company or any of the other Company EntitiesVerisk, or any of their respective its officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of EmployeeExecutive’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee Executive further acknowledges and agrees that Employee Executive is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee under this Agreement. Employee agrees to indemnify the Company and hold the Company harmless for any and all taxes, penalties or other assessments that Employee is, or may become, obligated to pay on account of any payments made and other consideration provided to Employee Executive under this Agreement.

Section 409A; Other Tax Matters. This Agreement is intended to provide payments that are exempt from or compliant with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986 (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Notwithstanding any provisions of an RSU to the contrary, no RSU shall be settled by reason of a change in control of XxXxxxxxx International, Inc. or disability of Employee unless such event is a change in control or disability, as applicable, within the meaning of Section 409A. Notwithstanding anything herein to the contrary, if on the date of Employee’s separation from service Employee is a “specified employee,” as defined in Section 409A, then all or a portion of any severance payments, or benefits under this Agreement that would be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first day of the seventh month following Employee’s separation from service date (or, if earlier, Employee’s date of death) and shall be paid as a lump sum (without interest) on such date. For purposes of this Agreement, a termination of Employee’s employment must be a “separation from service” for purposes of Section 409A. Employee acknowledges and agrees that Employee has obtained no advice from the Company or any of the other Company Entities, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of Employee’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee further acknowledges and agrees that Employee is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee under this Agreement. Employee agrees to indemnify the Company and hold the Company harmless for any and all taxes, penalties or other assessments that Employee is, or may become, obligated to pay on account of any payments made and other consideration provided to Employee under this AgreementAgreement (including, without limitation, any amounts relating to or imposed by the operation of Section 409A of the Code).

Section 409A; Other Tax Matters. This Agreement is intended to provide payments that are exempt from or compliant and/or that comply with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986 1986, as amended (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the this Agreement shall be interpreted accordingly. Notwithstanding accordingly (it being understood that the payment of any provisions of an RSU reimbursement hereunder shall be made in a manner exempt from, or in compliance with, Section 409A pursuant to the contraryCompany’s reimbursement policies). If any provision of this Agreement would cause Executive to incur any additional tax under Section 409A, no RSU this Agreement shall be settled by reason deemed amended to reform, and/or the Parties will in good faith attempt to reform, the provision in a manner that maintains, to the extent possible, the original intent of a change in control of XxXxxxxxx International, Inc. or disability of Employee unless such event is a change in control or disability, as applicable, within the meaning applicable provision without violating the provisions of Section 409A. Notwithstanding anything herein to the contrary, if on the date of EmployeeExecutive’s separation from service Employee Executive is a “specified employee,” as defined in Section 409A, then all or a any portion of any severance payments, benefits or benefits other consideration under this Agreement that would are determined to be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first business day of the seventh month following EmployeeExecutive’s separation from service date (or, if earlier, EmployeeExecutive’s date of death) and shall be paid as a lump sum (without interest) on such date. For purposes of this Agreement, a termination of Employee’s employment must be a “separation from service” for purposes of Section 409A. Employee Executive acknowledges and agrees that Employee Executive has obtained no advice from the Company or any of the other Company Entitiesits affiliates, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of EmployeeExecutive’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee Executive further acknowledges and agrees that Employee Executive is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee Executive under this Agreement. Employee Executive agrees to indemnify the Company and hold the Company harmless for any and all taxes, penalties or other assessments that Employee Executive is, or may become, obligated to pay on account of any payments made and other consideration provided to Employee Executive under this Agreement.

Section 409A; Other Tax Matters. This Agreement is intended to provide payments that are exempt from or compliant with the provisions of Section 409A of the U.S. Internal Revenue Code of 1986 (the “Code”) and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted accordingly. Notwithstanding any provisions of an RSU to the contrary, no RSU shall be settled by reason of a change in control of XxXxxxxxx International, Inc. or disability of Employee unless such event is a change in control or disability, as applicable, applicable within the meaning of Section 409A. Notwithstanding anything herein to the contrary, if on the date of Employee’s separation from service Employee is a “specified employee,” as defined in Section 409A, then all or a portion of any severance payments, or benefits under this Agreement that would be subject to the additional tax provided by Section 409A(a)(1)(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the first day of the seventh month following Employee’s separation from service date (or, if earlier, Employee’s date of death) and shall be paid as a lump sum (without interest) on such date. For purposes of this Agreement, a termination of Employee’s employment must be a “separation from service” for purposes of Section 409A. For purposes of the application of Section 409A, each payment in a series of payments will be deemed a separate payment. Employee acknowledges and agrees that Employee has obtained no advice from the Company or any of the other Company Entities, or any of their respective officers, directors, employees, subsidiaries, affiliates, agents, attorneys or other representatives, and that none of such persons or entities have made any representation regarding the tax consequences, if any, of Employee’s receipt of the payments, benefits and other consideration provided for in this Agreement. Employee further acknowledges and agrees that Employee is personally responsible for the payment of all individual federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Employee under this Agreement. Employee agrees to indemnify the Company and hold the Company harmless for any and all taxes, penalties or other assessments that Employee is, or may become, obligated to pay on account of any payments made and other consideration provided to Employee under this AgreementAgreement (including, without limitation, any amounts relating to or imposed by the operation of Section 409A of the Code). The provisions of Exhibit B shall control to the extent that any taxes may be imposed on Employee pursuant to Section 4999 of the Code.