Common use of Section 409A Savings Clause Clause in Contracts

Section 409A Savings Clause. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto) to the extent applicable, and the Agreement shall be interpreted in a manner consistent with such requirements. Notwithstanding any other provision hereof, if any provision of the Agreement conflicts with the requirements of Section 409A of the Code (or an exception thereto), such provision shall be deemed reformed so as to comply with the requirements of Section 409A of the Code (or an exception thereto) and shall be interpreted and applied accordingly. Amounts payable other than those expressly payable on a deferred or installment basis, will be paid as promptly as practical and, in any event, within 2 1/2 months after the end of the year in which such amount was earned. Any amount that the Executive is entitled to be reimbursed will be reimbursed as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. If at the time of separation from service (i) the Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that an amount payable by the Company to the Executive constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided.

Section 409A Savings Clause. This If any compensation or benefits provided by this Agreement is intended to comply with may result in the requirements application of Section 409A of the Code (including Code, the exceptions thereto) to Company shall, in consultation with the extent applicableExecutive, and modify the Agreement shall be interpreted in a the least restrictive manner consistent with necessary in order to exclude such requirements. Notwithstanding any other provision hereof, if any provision compensation from the definition of “deferred compensation” within the Agreement conflicts with the requirements meaning of such Section 409A of the Code (or an exception thereto), such provision shall be deemed reformed so as in order to comply with the requirements provisions of Section 409A 409A, other applicable provision(s) of the Code (and/or any rules, regulations or an exception thereto) other regulatory guidance issued under such statutory provisions and shall be interpreted and applied accordinglywithout any diminution in the value of the payments to the Executive. Amounts payable other than those expressly payable on a deferred or installment basis, will be paid as promptly as practical and, in any event, within 2 1/2 months after the end of the year in which such amount was earned. Any amount that the Executive is entitled to be reimbursed will be reimbursed as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. If at the time of separation from service (i) the Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that an amount payable by the Company to the Executive constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided.

Section 409A Savings Clause. This If any compensation or benefits provided by this Agreement is intended to comply with may result in the requirements application of Section 409A of the Code (including Code, the exceptions thereto) to Company shall, in consultation with the extent applicableExecutive, and modify the Agreement shall be interpreted in a the least restrictive manner consistent with necessary in order to exclude such requirements. Notwithstanding any other provision hereof, if any provision compensation from the definition of “deferred compensation” within the Agreement conflicts with the requirements meaning of such Section 409A of the Code (or an exception thereto), such provision shall be deemed reformed so as in order to comply with the requirements provisions of Section 409A 409A, other applicable provision(s) of the Code (and/or any rules, regulations or an exception thereto) other regulatory guidance issued under such statutory provisions and shall be interpreted and applied accordinglywithout any diminution in the value of the payments to the Executive. Amounts payable other than those expressly payable on a deferred or installment basis, will be paid as promptly as practical and, in any event, within 2 1/2 months after the end of the year in which such amount was earned. Any amount that the Executive is entitled to be reimbursed will be reimbursed as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. If at the time of separation from service (i) the Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that an amount payable by the Company to the Executive constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided.”

Section 409A Savings Clause. This Agreement is intended to comply with the requirements of Section section 409A of the Code (including the exceptions thereto) to the extent applicable, and the Agreement shall be interpreted in a manner consistent with such requirements. Notwithstanding any other provision hereof, if any provision of the Agreement conflicts with the requirements of Section 409A of the Code (or an exception theretohereto), such provision shall be deemed reformed so as to comply with the requirements of Section 409A of the Code (or an exception thereto) and shall be interpreted and applied accordingly. Severance Benefits shall be due to Executive under this Agreement only if and to the extent Executive’s termination of employment constitutes a “separation from service” within the meaning of 26 C.F.R. § 1.409A-1(h). Amounts payable other than those expressly payable on a deferred or installment basis, will be paid as promptly as practical and, in any event, within 2 1/2 ½ months after the end of the year in which such amount was earned. Executive is not permitted to designate the taxable year of any payment hereunder. If any Severance Payment subject to Section 409A could be made in either one of two tax years, payment will be made in the later year. Any amount that the Executive is entitled to be reimbursed will be reimbursed as promptly as practical in accordance with Parent’s applicable policies and practices, and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. Living Expenses under Section 3(d) are not Severance Benefits or deferred compensation and shall be reimbursed in accordance with the letter agreement between the Company and the Executive dated March 10, 2010 and/or the parties’ past practice. If at the time of separation from service (i) the Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Parent from time to time), and (ii) the Company Parent makes a good faith determination that an amount payable by the Company Parent to the Executive constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Parent will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. All payments that constitute nonqualified deferred compensation under Section 409A that are to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code.

Section 409A Savings Clause. This If any compensation or benefits provided by this Agreement is intended to comply with may result in the requirements application of Section 409A of the Code (including Code, the exceptions thereto) to Company shall, in consultation with the extent applicableExecutive, and modify the Agreement shall be interpreted in a the least restrictive manner consistent with necessary in order to exclude such requirements. Notwithstanding any other provision hereof, if any provision compensation from the definition of “deferred compensation” within the Agreement conflicts with the requirements meaning of such Section 409A of the Code (or an exception thereto), such provision shall be deemed reformed so as in order to comply with the requirements provisions of Section 409A 409A, other applicable provision(s) of the Code (and/or any rules, regulations or an exception thereto) other regulatory guidance issued under such statutory provisions and shall be interpreted and applied accordinglywithout any diminution in the value of the payments to the Executive. Amounts payable other than those expressly payable on a deferred or installment basis, will be paid as promptly as practical and, in any event, within 2 1/2 months after the end of the year in which such amount was earned. Any amount that the Executive is entitled to be reimbursed will be reimbursed as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. If at the time of separation from service (i) the Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that an amount payable by the Company to the Executive constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided.”

Section 409A Savings Clause. This Agreement is intended to comply with the requirements of Section section 409A of the Code (including the exceptions thereto) to the extent applicable, and the Agreement shall be interpreted in a manner consistent with such requirements. Notwithstanding any other provision hereof, if any provision of the Agreement conflicts with the requirements of Section 409A of the Code (or an exception theretohereto), such provision shall be deemed reformed so as to comply with the requirements of Section 409A of the Code (or an exception thereto) and shall be interpreted and applied accordingly. Amounts payable other than those expressly payable on a deferred or installment basis, will be paid as promptly as practical and, in any event, within 2 1/2 ½ months after the end of the year in which such amount was earned. Executive is not permitted to designate the taxable year of any payment hereunder. Any amount that the Executive is entitled to be reimbursed will be reimbursed as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. If at the time of separation from service (i) the Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company Parent from time to time), and (ii) the Company Parent makes a good faith determination that an amount payable by the Company Parent to the Executive constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company Parent will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. All payments that constitute nonqualified deferred compensation under Section 409A that are to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code.

Section 409A Savings Clause. This If any compensation or benefits provided by this Agreement is intended to comply with may result in the requirements application of Section 409A of the Code (including Code, the exceptions thereto) to Company shall, in consultation with the extent applicableExecutive, and modify the Agreement shall be interpreted in a the least restrictive manner consistent with necessary in order to exclude such requirements. Notwithstanding any other provision hereof, if any provision compensation from the definition of “deferred compensation” within the Agreement conflicts with the requirements meaning of such Section 409A of the Code (or an exception thereto), such provision shall be deemed reformed so as in order to comply with the requirements provisions of Section 409A 409A, other applicable provision(s) of the Code (and/or any rules, regulations or an exception thereto) other regulatory guidance issued under such statutory provisions and shall be interpreted and applied accordinglywithout any diminution in the value of the payments to the Executive. Amounts payable other than those expressly payable on a deferred or installment basis, will be paid as promptly as practical and, in any event, within 2 1/2 months after the end of the year in which such amount was earned. Any amount that the Executive is entitled to be reimbursed will be reimbursed as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. If at the time of separation from service (i) the Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that an amount payable by the Company to the Executive hereunder constitutes deferred compensation (within the meaning of Section 409A) the portion of the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided.”