Common use of Section 409A Savings Clause Clause in Contracts

Section 409A Savings Clause. (a) It is the intention of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with the goal of giving Employee the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Notwithstanding anything in this Agreement to the contrary, if on the date of termination of Employee’s employment with the Company, (i) Employee would not have a separation from service within the meaning of Section 409A of the Code and the Treasury Regulations thereunder (“Separation From Service”), and as a result of such termination of employment would receive any payment that, absent the application of this Section 10(b)(i), would be subject to additional tax imposed pursuant to Section 409A of the Code, then such payment shall instead be payable on the date that is the earliest of (A) Employee’s Separation From Service, (B) the date Employee becomes disabled (within the meaning of Section 409A(a)(2)(C) of the Code), (C) Employee’s death, or (D) such other date as will not result in such payment being subject to such additional tax; and if (ii) Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than six months after Employee’s separation from service that, absent the application of this Section 10(b)(ii), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (A) six months after Employee’s Separation From Service, (B) Employee’s death, or (C) such other date as will not result in such payment being subject to such additional tax.

Section 409A Savings Clause. (a) It is the intention of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code, and this Agreement shall be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Employee Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Notwithstanding anything in Each payment or benefit made pursuant to Section 4(e) of this Agreement shall be deemed to be a separate payment for purposes of 409A. In addition, payments or benefits pursuant to Section 4(e) shall be exempt from the requirements of Code Section 409A to the contrarymaximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), if on the date as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) For purposes of this Agreement, phrases such as “termination of Employee’s employment with the Company, (i) Employee would not have a employment” shall be deemed to mean “separation from service within the meaning of service,” as defined in Section 409A of the Code and the Treasury Regulations thereunder (“Separation From Service”), and as a result of such termination of employment would receive any payment that, absent the application of this Section 10(b)(i), would be subject to additional tax imposed pursuant to Section 409A of the Code, then such payment shall instead be payable on the date that is the earliest of (A) Employee’s Separation From Service, (B) the date Employee becomes disabled (within the meaning of Section 409A(a)(2)(C) of the Code), (C) Employee’s death, or (D) such other date as will not result in such payment being subject to such additional tax; and ifthereunder. (iid) Employee If Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than six (6) months after EmployeeExecutive’s “separation from service service” that, absent the application of this Section 10(b)(ii17(d), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (Ai) six (6) months after EmployeeExecutive’s Separation From Service, “separation from service” or (Bii) EmployeeExecutive’s death, or (C) such other date as will not result in such payment being subject to such additional tax.

Section 409A Savings Clause. (a) It is the intention of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code, and this Agreement shall be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Employee Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Notwithstanding anything in Each payment or benefit made pursuant to Section 4(f) of this Agreement shall be deemed to be a separate payment for purposes of 409A. In addition, payments or benefits pursuant to Section 4(f) shall be exempt from the requirements of Code Section 409A to the contrarymaximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), if on the date as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) For purposes of this Agreement, phrases such as “termination of Employee’s employment with the Company, (i) Employee would not have a employment” shall be deemed to mean “separation from service within the meaning of service,” as defined in Section 409A of the Code and the Treasury Regulations thereunder (“Separation From Service”), and as a result of such termination of employment would receive any payment that, absent the application of this Section 10(b)(i), would be subject to additional tax imposed pursuant to Section 409A of the Code, then such payment shall instead be payable on the date that is the earliest of (A) Employee’s Separation From Service, (B) the date Employee becomes disabled (within the meaning of Section 409A(a)(2)(C) of the Code), (C) Employee’s death, or (D) such other date as will not result in such payment being subject to such additional tax; and ifthereunder. (iid) Employee If Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than six (6) months after EmployeeExecutive’s “separation from service service” that, absent the application of this Section 10(b)(ii17(d), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (Ai) six (6) months after EmployeeExecutive’s Separation From Service, “separation from service” or (Bii) EmployeeExecutive’s death, or (C) such other date as will not result in such payment being subject to such additional tax.

Section 409A Savings Clause. (a) It is the intention of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code, and this Agreement shall be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such SectionSection 409A of the Code, the parties shall cooperate to amend this Agreement with the goal of giving Employee Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Notwithstanding anything in Each payment or benefit made pursuant to Section 4(e) of this Agreement shall be deemed to be a separate payment for purposes of Section 409A of the Code. In addition, payments or benefits pursuant to Section 4(e) shall be exempt from the requirements of Section 409A of the Code to the contrarymaximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1 409A-1(b)(4), if on the date as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) For purposes of this Agreement, phrases such as “termination of Employee’s employment with the Company, (i) Employee would not have a employment” shall be deemed to mean “separation from service within the meaning of service,” as defined in Section 409A of the Code and the Treasury Regulations thereunder (“Separation From Service”), and as a result of such termination of employment would receive any payment that, absent the application of this Section 10(b)(i), would be subject to additional tax imposed pursuant to Section 409A of the Code, then such payment shall instead be payable on the date that is the earliest of (A) Employee’s Separation From Service, (B) the date Employee becomes disabled (within the meaning of Section 409A(a)(2)(C) of the Code), (C) Employee’s death, or (D) such other date as will not result in such payment being subject to such additional tax; and ifthereunder. (iid) Employee If Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than six (6) months after EmployeeExecutive’s “separation from service service” that, absent the application of this Section 10(b)(ii17(d), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (Ai) six (6) months after EmployeeExecutive’s Separation From Service, “separation from service” or (Bii) EmployeeExecutive’s death, or (C) such other date as will not result in such payment being subject to such additional tax.

Section 409A Savings Clause. (a) It is the intention of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code, and this Agreement shall be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Section, the parties shall cooperate to amend this Agreement with the goal of giving Employee Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Notwithstanding anything in Each payment or benefit made pursuant to Section 4(e) of this Agreement shall be deemed to be a separate payment for purposes of Section 409A of the Code. In addition, payments or benefits pursuant to Section 4(e) shall be exempt from the requirements of Section 409A of the Code to the contrarymaximum extent possible as “short-term deferrals” pursuant to Treasury Regulation Section 1.409A-1(b)(4), if on the date as involuntary separation pay pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. (c) For purposes of this Agreement, phrases such as “termination of Employee’s employment with the Company, (i) Employee would not have a employment” shall be deemed to mean “separation from service within the meaning of service,” as defined in Section 409A of the Code and the Treasury Regulations thereunder (“Separation From Service”), and as a result of such termination of employment would receive any payment that, absent the application of this Section 10(b)(i), would be subject to additional tax imposed pursuant to Section 409A of the Code, then such payment shall instead be payable on the date that is the earliest of (A) Employee’s Separation From Service, (B) the date Employee becomes disabled (within the meaning of Section 409A(a)(2)(C) of the Code), (C) Employee’s death, or (D) such other date as will not result in such payment being subject to such additional tax; and ifthereunder. (iid) Employee If Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than six (6) months after EmployeeExecutive’s “separation from service service” that, absent the application of this Section 10(b)(ii17(d), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (Ai) six (6) months after EmployeeExecutive’s Separation From Service, “separation from service” or (Bii) EmployeeExecutive’s death, or (C) such other date as will not result in such payment being subject to such additional tax.

Section 409A Savings Clause. (a) It is the intention of the parties that compensation or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with the goal of giving Employee Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (b) Notwithstanding anything in this Agreement to the contrary, if on the date of termination of EmployeeExecutive’s employment with the Company, (i) Employee Executive would not have a separation from service within the meaning of Section 409A of the Code and the Treasury Regulations thereunder (“Separation From Service”), and as a result of such termination of employment would receive any payment that, absent the application of this Section 10(b)(i17(b)(i), would be subject to additional tax imposed pursuant to Section 409A of the Code, then such payment shall instead be payable on the date that is the earliest of (A) EmployeeExecutive’s Separation From Service, (B) the date Employee the Executive becomes disabled (within the meaning of Section 409A(a)(2)(C) of the Code), (C) Employeethe Executive’s death, or (D) such other date as will not result in such payment being subject to such additional tax; and if (ii) Employee Executive is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner than six 6 months after EmployeeExecutive’s separation from service that, absent the application of this Section 10(b)(ii17(b)(ii), would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then such payment shall instead be payable on the date that is the earliest of (A) six 6 months after EmployeeExecutive’s Separation From Service, (B) Employeethe Executive’s death, or (C) such other date as will not result in such payment being subject to such additional tax.