Common use of Section 409A; Section 280G Clause in Contracts

Section 409A; Section 280G. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (collectively, “409A Guidance”). Notwithstanding anything in this Agreement to the contrary, if a payment obligation under this Agreement arises on account of your separation from service while you are a “specified employee” (as defined under 409A Guidance), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue with interest and shall be paid within fifteen (15) days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of your estate following your death. For purposes of the preceding sentence, interest shall accrue at the prime rate of interest plus five percent (5%), as published in the northeast edition of The Wall Street Journal on the date of your separation from service. The Company shall consult with you in good faith regarding the implementation of this Section 3; provided, that neither the Company nor any of its Subsidiaries, nor any of their respective directors, employees or representatives shall have any liability to you with respect to such implementation provided such implementation is done in good faith. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to you under this Agreement. The Company shall not be liable to you for any payment made under this Agreement that is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement mean, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A of the Code, your “separation from service” as defined in Section 409A of the Code.

Section 409A; Section 280G. (a) To It is the extent applicable, intention of the parties to this Agreement shall be interpreted in accordance that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to Employee or the Company with regard to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (collectively, “409A GuidanceSection 409A”). Notwithstanding anything This Agreement shall be interpreted to that end and consistent with that objective. The Company and the Employee shall, to the extent necessary to comply with Section 409A and permitted thereunder, agree to act reasonably and in good faith to mutually reform the provisions of this Agreement to avoid the contraryapplication of the additional tax and interest under Section 409A(a)(1)(B), provided that any such reformation shall not negatively impact the economics of the Company or the Employee hereunder. Notwithstanding any other provision herein, if a payment obligation under this Agreement arises on account of your separation from service while you are Employee is a “specified employee,” (as defined under 409A Guidance)in, and pursuant to, Treasury Regulation Section 1.409A-1 (i) or any successor regulation, on the date of termination, no payment of any “deferred compensation” (”, as defined under Treasury Regulation Section 1.409A-1(b)(1)1.409A or any successor regulation, after giving effect shall be made to Employee during the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within period lasting until the earlier of six (6) months after such separation from service shall accrue with interest and shall be paid within fifteen (15) days after the end of the six-month period beginning on the date of termination or upon Employee’s death. If any payment to Employee is delayed pursuant to the foregoing sentence, such separation from service payment instead shall be made on the first business day following the expiration of the six (6) month period referred to in the prior sentence or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of your estate following your death. For purposes of the preceding sentence, interest shall accrue at the prime rate of interest plus five percent (5%), as published in the northeast edition case of The Wall Street Journal on the date of your separation from serviceEmployee’s death, promptly thereafter. The Company shall consult with you Except as otherwise specifically provided in good faith regarding the implementation of this Section 3; provided, that neither the Company nor any of its Subsidiaries, nor any of their respective directors, employees or representatives shall have any liability to you with respect to such implementation provided such implementation is done in good faith. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to you under this Agreement. The Company shall not be liable , if any reimbursement to you for any payment made which the Employee is entitled under this Agreement that is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement mean, for purposes of any payments under this Agreement that are payments of would constitute deferred compensation subject to Section 409A of the Code, your “separation from service” the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as defined otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement shall be made not later than December 31 of the calendar year following the calendar year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit. With regard to any installment payment, each installment thereof shall be deemed a separate payment for purposes of Section 409A of the Code.

Section 409A; Section 280G. (a) To It is the extent applicable, intention of the parties to this Agreement shall be interpreted in accordance that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to Employee or the Company with regard to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (collectively, “409A GuidanceSection 409A”). Notwithstanding anything This Agreement shall be interpreted to that end and consistent with that objective. The Company and the Employee shall, to the extent necessary to comply with Section 409A and permitted thereunder, agree to act reasonably and in good faith to mutually reform the provisions of this Agreement to avoid the contraryapplication of the additional tax and interest under Section 409A(a)(1)(B), provided that any such reformation shall not negatively impact the economics of the Company or the Employee hereunder. Notwithstanding any other provision herein, if a payment obligation under this Agreement arises on account of your separation from service while you are Employee is a “specified employee,” (as defined under 409A Guidance)in, and pursuant to, Treasury Regulation Section 1.409A-1(i) or any successor regulation, on the date of termination, no payment of any “deferred compensation” (”, as defined under Treasury Regulation Section 1.409A-1(b)(1)1.409A or any successor regulation, after giving effect shall be made to Employee during the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within period lasting until the earlier of six (6) months after such separation from service shall accrue with interest and shall be paid within fifteen (15) days after the end of the six-month period beginning on the date of termination or upon Employee’s death. If any payment to Employee is delayed pursuant to the foregoing sentence, such separation from service payment instead shall be made on the first business day following the expiration of the six (6) month period referred to in the prior sentence or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of your estate following your death. For purposes of the preceding sentence, interest shall accrue at the prime rate of interest plus five percent (5%), as published in the northeast edition case of The Wall Street Journal on the date of your separation from serviceEmployee’s death, promptly thereafter. The Company shall consult with you Except as otherwise specifically provided in good faith regarding the implementation of this Section 3; provided, that neither the Company nor any of its Subsidiaries, nor any of their respective directors, employees or representatives shall have any liability to you with respect to such implementation provided such implementation is done in good faith. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to you under this Agreement. The Company shall not be liable , if any reimbursement to you for any payment made which the Employee is entitled under this Agreement that is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement mean, for purposes of any payments under this Agreement that are payments of would constitute deferred compensation subject to Section 409A of the Code, your “separation from service” the following additional rules shall apply: (i) the reimbursable expense must have been incurred, except as defined otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the amount of expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement shall be made not later than December 31 of the calendar year following the calendar year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject to liquidation or exchange for another benefit. With regard to any installment payment, each installment thereof shall be deemed a separate payment for purposes of Section 409A of the Code.