Common use of Section 409A Provisions Clause in Contracts

Section 409A Provisions. For purposes of Code Section 409A, each salary continuation payment that is paid as severance pay, as described above, is hereby designated as a separate payment. Notwithstanding anything stated herein to the contrary, each of the salary continuation payments provided in connection with your Separation under “Severance Benefits in connection with Change in Control” or “Severance Benefits not in connection with Change in Control”, as applicable, is intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-l(b)(9l(iii) and to the extent it is exempt pursuant to such section. it will in any event be paid no later than the last day of your second taxable year following the taxable year in which your Separation has occurred: provided that, to the extent that any of such salary continuation payments and any other payments paid to you in connection with your Separation does not qualify to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-) (b)(9)(iii) or otherwise exceeds the limit set forth in Treasury Regulation Section 1 .409A- I (b)(9)(iii)(A) or any similar limit promulgated by the Treasury or the IRS. the portion of the salary continuation payments that does not qualify or otherwise exceeds such limit, as determined by the Company in its sole discretion, will be paid by no later than the fifteenth (15th) day of the third (3rd) month following the end of your first tax year in which your Separation occurs, or, if later, the fifteenth (15th) day of the third (3rd) month following the end of the Company’s first tax year in which your Separation occurs, as provided in Treasury Regulation Section 1.409A-1(b)(4).