Common use of Special Distribution Rules to Comply with Code Section 409A Clause in Contracts

Special Distribution Rules to Comply with Code Section 409A. In the event that any Performance-Based Restricted Stock Units constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Code”), the timing of settlement of such Performance-Based Restricted Stock Units (hereinafter defined as “409A RSUs” will be subject to applicable limitations under Code Section 409A and Section 19(a) of the Plan, including the following restrictions on settlement: (i) The “six-month delay rule.” The six-month delay rule will apply to 409A RSUs if these four conditions are met: a. The grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h)); b. A distribution of shares is triggered by the separation from service (but not due to death); c. The Grantee is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof). The Company will determine status of “key employees” annually, under administrative procedures applicable to all 409A plans and arrangements; and d. The Company’s stock is publicly traded on an established securities market or otherwise. If it applies, the six-month delay rule will delay a distribution in settlement of 409A RSUs triggered by separation from service where the distribution otherwise would be within six months after the separation. · Any delayed payment shall be made on the date six months after separation from service. · During the six-month delay period, accelerated distribution will be permitted in the event of the grantee’s death and for no other reason (including no acceleration upon a Change in Control), except for the limited exceptions permitted under the 409A regulations. · Any payment that is not triggered by a separation from service, or triggered by a separation from service but which would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule. Each payment in a series of installments would be treated as a separate payment for this purpose. If the terms of a 409A RSU agreement impose this six-month delay rule in circumstances in which it is not required for compliance with 409A, those terms shall not be given effect.

Special Distribution Rules to Comply with Code Section 409A. In the event that any Performance-Based Restricted Stock Units constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Code”), the timing of settlement of such Performance-Based Restricted Stock Units (hereinafter defined as “409A RSUs” will be subject to applicable limitations under Code Section 409A and Section 19(a) of the Plan, including the following restrictions on settlement: (i) The “six-month delay rule.” The six-month delay rule will apply to 409A RSUs if these four conditions are met: a. The grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h)); b. A distribution of shares is triggered by the separation from service (but not due to death); c. The Grantee is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof). The Company will determine status of “key employees” annually, under administrative procedures applicable to all 409A plans and arrangements; and d. The Company’s stock is publicly traded on an established securities market or otherwise. If it applies, the six-month delay rule will delay a distribution in settlement of 409A RSUs triggered by separation from service where the distribution otherwise would be within six months after the separation. · Any delayed payment shall be made on the date six months after separation from service. · During the six-month delay period, accelerated distribution will be permitted in the event of the grantee’s death and for no other reason (including no acceleration upon a Change in Control), except for the limited exceptions permitted under the 409A regulations. · Any payment that is not triggered by a separation from service, or triggered by a separation from service but which would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule. Each payment in a series of installments would be treated as a separate payment for this purpose. If the terms of a 409A RSU agreement impose this six-month delay rule in circumstances in which it is not required for compliance with 409A, those terms shall not be given effect.

Special Distribution Rules to Comply with Code Section 409A. In the event that any Performance-Based Restricted Stock Units constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Code”), the timing of settlement of such Performance-Based Restricted Stock Units (hereinafter defined as “409A RSUs” 000X XXXx”) will be subject to applicable limitations under Code Section 409A and Section 19(a) of the Plan, including the following restrictions on settlement: (i) The “six-month delay rule.” The six-month delay rule will apply to 409A RSUs 000X XXXx if these four conditions are met: a. The grantee Grantee has a “separation from service service” (within the meaning of Treasury Regulation § 1.409A-1(h)); b. A distribution of shares Shares is triggered by the separation from service (but not due to death); c. The Grantee is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof). The Company will determine status of “key employees” annually, under administrative procedures applicable to all 409A plans and arrangementsarrangements subject to Code Section 409A; and d. The Company’s stock is publicly traded on an established securities market or otherwise. If it applies, the six-month delay rule will delay a distribution in settlement of 409A RSUs 000X XXXx triggered by the Grantee’s separation from service where the distribution otherwise would be within six months after the separation. · . (a) Any delayed payment shall be made on the date six months after the Grantee’s separation from service. · . (b) During the six-month delay period, accelerated distribution will be permitted in the event of the granteeGrantee’s death and for no other reason (including no acceleration upon a Change in Control), except for the limited exceptions permitted under the Code Section 409A regulations. · . (c) Any payment that is not triggered by a separation from service, or triggered by a separation from service but which would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule. Each payment in a series of installments would be treated as a separate payment for this purpose. If the terms of a 409A RSU 000X XXX agreement impose this six-month delay rule in circumstances in which it is not required for compliance with Code Section 409A, those terms shall not be given effect.

Special Distribution Rules to Comply with Code Section 409A. In the event that any Performance-Based Restricted Stock Units constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Code”), the timing of settlement of such Performance-Based Restricted Stock Units (hereinafter defined as “409A RSUs” will be subject to applicable limitations under Code Section 409A and Section 19(a) of the Plan, including the following restrictions on settlement: (i) The “six-month delay rule.” The six-month delay rule will apply to 409A RSUs if these four conditions are met: a. The grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h)); b. A distribution of shares is triggered by the separation from service (but not due to death); c. The Grantee is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof). The Company will determine status of “key employees” annually, under administrative procedures applicable to all 409A plans and arrangements; and d. The Company’s stock is publicly traded on an established securities market or otherwise. If it applies, the six-month delay rule will delay a distribution in settlement of 409A RSUs triggered by separation from service where the distribution otherwise would be within six months after the separation. · Any delayed payment shall be made on the date six months after separation from service. · During the six-month delay period, accelerated distribution will be permitted in the event of the grantee’s death and for no other reason (including no acceleration upon a Change in Control), except for the limited exceptions permitted under the 409A regulations. · Any payment that is not triggered by a separation from service, or triggered by a separation from service but which would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule. Each payment in a series of installments would be treated as a separate payment for this purpose. If the terms of a 409A RSU agreement impose this six-month delay rule in circumstances in which it is not required for compliance with 409A, those terms shall not be given effect.

Special Distribution Rules to Comply with Code Section 409A. In the event that any Performance-Based Restricted Stock Units constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Code”), the timing of settlement of such Performance-Based Restricted Stock Units (hereinafter defined as “409A RSUs000X XXXx” will be subject to applicable limitations under Code Section 409A and Section 19(a) of the Plan, including the following restrictions on settlement:: ​ (i) The “six-month delay rule.” The six-month delay rule will apply to 409A RSUs 000X XXXx if these four conditions are met:: ​ ​ ​ ​ a. (A) The grantee Grantee has a “separation from service service” (within the meaning of Treasury Regulation § 1.409A-1(h));; ​ b. (B) A distribution of shares Shares is triggered by the separation from service (but not due to death); c. (C) The Grantee is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof). The Company will determine status of “key employees” annually, under administrative procedures applicable to all 409A plans and arrangementsarrangements subject to Code Section 409A; andand ​ d. (D) The Company’s stock is publicly traded on an established securities market or otherwise. ​ If it applies, the six-month delay rule will delay a distribution in settlement of 409A RSUs 000X XXXx triggered by the Grantee’s separation from service where the distribution otherwise would be within six months after the separation. · . (a) Any delayed payment shall be made on the date six months after the Grantee’s separation from service. · . (b) During the six-month delay period, accelerated distribution will be permitted in the event of the granteeGrantee’s death and for no other reason (including no acceleration upon a Change in Control), except for the limited exceptions permitted under the Code Section 409A regulations. · ​ (c) Any payment that is not triggered by a separation from service, or triggered by a separation from service but which would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule. Each payment in a series of installments would be treated as a separate payment for this purpose. If the terms of a 409A RSU 000X XXX agreement impose this six-month delay rule in circumstances in which it is not required for compliance with 409A, those terms shall not be given effect.. ​

Special Distribution Rules to Comply with Code Section 409A. In the event that any Performance-Based Restricted Stock Units constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Code”), the timing of settlement of such Performance-Based Restricted Stock Units (hereinafter defined as “409A RSUs000X XXXx” will be subject to applicable limitations under Code Section 409A and Section 19(a) of the Plan, including the following restrictions on settlement: (i) The “six-month delay rule.” The six-month delay rule will apply to 409A RSUs 000X XXXx if these four conditions are met: a. The grantee Grantee has a “separation from service service” (within the meaning of Treasury Regulation § 1.409A-1(h)); b. A distribution of shares Shares is triggered by the separation from service (but not due to death); c. The Grantee is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof). The Company will determine status of “key employees” annually, under administrative procedures applicable to all 409A plans and arrangementsarrangements subject to Code Section 409A; and d. The Company’s stock is publicly traded on an established securities market or otherwise. If it applies, the six-month delay rule will delay a distribution in settlement of 409A RSUs 000X XXXx triggered by the Grantee’s separation from service where the distribution otherwise would be within six months after the separation. · . (a) Any delayed payment shall be made on the date six months after the Grantee’s separation from service. · . (b) During the six-month delay period, accelerated distribution will be permitted in the event of the granteeGrantee’s death and for no other reason (including no acceleration upon a Change in Control), except for the limited exceptions permitted under the Code Section 409A regulations. · . (c) Any payment that is not triggered by a separation from service, or triggered by a separation from service but which would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule. Each payment in a series of installments would be treated as a separate payment for this purpose. If the terms of a 409A RSU 000X XXX agreement impose this six-month delay rule in circumstances in which it is not required for compliance with Code Section 409A, those terms shall not be given effect.

Special Distribution Rules to Comply with Code Section 409A. In the event that any Performance-Based Restricted Stock Units constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Code”), the timing of settlement of such Performance-Based Restricted Stock Units (hereinafter defined as “409A RSUs” will be subject to applicable limitations under Code Section 409A and Section 19(a) of the Plan, including the following restrictions on settlement: (i) The “six-month delay rule.” The six-month delay rule will apply to 409A RSUs if these four conditions are met: a. The grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h)); b. A distribution of shares is triggered by the separation from service (but not due to death); c. The Grantee is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof). The Company will determine status of “key employees” annually, under administrative procedures applicable to all 409A plans and arrangements; and d. The Company’s stock is publicly traded on an established securities market or otherwise. If it applies, the six-month delay rule will delay a distribution in settlement of 409A RSUs triggered by separation from service where the distribution otherwise would be within six months after the separation. · . (a) Any delayed payment shall be made on the date six months after separation from service. · . (b) During the six-month delay period, accelerated distribution will be permitted in the event of the grantee’s death and for no other reason (including no acceleration upon a Change in Control), except for the limited exceptions permitted under the 409A regulations. · . (c) Any payment that is not triggered by a separation from service, or triggered by a separation from service but which would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule. Each payment in a series of installments would be treated as a separate payment for this purpose. If the terms of a 409A RSU agreement impose this six-month delay rule in circumstances in which it is not required for compliance with 409A, those terms shall not be given effect.

Special Distribution Rules to Comply with Code Section 409A. In the event that any Performance-Based Restricted Stock Units constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Code”), the timing of settlement of such ​ Performance-Based Restricted Stock Units (hereinafter defined as “409A RSUs” 000X XXXx”) will be subject to applicable limitations under Code Section 409A and Section 19(a) of the Plan, including the following restrictions on settlement: (i) The “six-month delay rule.” The six-month delay rule will apply to 409A RSUs 000X XXXx if these four conditions are met: a. (A) The grantee Grantee has a “separation from service service” (within the meaning of Treasury Regulation § 1.409A-1(h)); b. (B) A distribution of shares Shares is triggered by the separation from service (but not due to death); c. (C) The Grantee is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof). The Company will determine status of “key employees” annually, under administrative procedures applicable to all 409A plans and arrangementsarrangements subject to Code Section 409A; and d. (D) The Company’s stock is publicly traded on an established securities market or otherwise. If it applies, the six-month delay rule will delay a distribution in settlement of 409A RSUs 000X XXXx triggered by the Grantee’s separation from service where the distribution otherwise would be within six months after the separation. · . (a) Any delayed payment shall be made on the date six months after the Grantee’s separation from service. · . (b) During the six-month delay period, accelerated distribution will be permitted in the event of the granteeGrantee’s death and for no other reason (including no acceleration upon a Change in Control), except for the limited exceptions permitted under the Code Section 409A regulations. · . (c) Any payment that is not triggered by a separation from service, or triggered by a separation from service but which would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule. Each payment in a series of installments would be treated as a separate payment for this purpose. If the terms of a 409A RSU 000X XXX agreement impose this six-month delay rule in circumstances in which it is not required for compliance with Code Section 409A, those terms shall not be given effect.

Special Distribution Rules to Comply with Code Section 409A. In the event that any Performance-Based Restricted Stock Units constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Code”), the timing of settlement of such Performance-Based Restricted Stock Units (hereinafter defined as “409A RSUs000X XXXx” will be subject to applicable limitations under Code Section 409A and Section 19(a) of the Plan, including the following restrictions on settlement: (i) The “six-month delay rule.” The six-month delay rule will apply to 409A RSUs 000X XXXx if these four conditions are met:: ​ a. (A) The grantee Grantee has a “separation from service service” (within the meaning of Treasury Regulation § 1.409A-1(h)); b. (B) A distribution of shares Shares is triggered by the separation from service (but not due to death); c. (C) The Grantee is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof). The Company will determine status of “key employees” annually, under administrative procedures applicable to all 409A plans and arrangementsarrangements subject to Code Section 409A; and d. (D) The Company’s stock is publicly traded on an established securities market or otherwise. If it applies, the six-month delay rule will delay a distribution in settlement of 409A RSUs 000X XXXx triggered by the Grantee’s separation from service where the distribution otherwise would be within six months after the separation. · . (a) Any delayed payment shall be made on the date six months after the Grantee’s separation from service. · . (b) During the six-month delay period, accelerated distribution will be permitted in the event of the granteeGrantee’s death and for no other reason (including no acceleration upon a Change in Control), except for the limited exceptions permitted under the Code Section 409A regulations. · . (c) Any payment that is not triggered by a separation from service, or triggered by a separation from service but which would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule. Each payment in a series of installments would be treated as a separate payment for this purpose. If the terms of a 409A RSU 000X XXX agreement impose this six-month delay rule in circumstances in which it is not required for compliance with 409A, those terms shall not be given effect.

Special Distribution Rules to Comply with Code Section 409A. In the event that any Performance-Based Restricted Stock Units constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Code”), the timing of settlement of such Performance-Based Restricted Stock Units (hereinafter defined as “409A RSUs” will be subject to applicable limitations under Code Section 409A and Section 19(a) of the Plan, including the following restrictions on settlement: (i) The “six-month delay rule.” The six-month delay rule will apply to 409A RSUs if these four conditions are met: a. The grantee Grantee has a “separation from service service” (within the meaning of Treasury Regulation § 1.409A-1(h)); b. A distribution of shares Shares is triggered by the separation from service (but not due to death); c. The Grantee is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof). The Company will determine status of “key employees” annually, under administrative procedures applicable to all 409A plans and arrangementsarrangements subject to Code Section 409A; and d. The Company’s stock is publicly traded on an established securities market or otherwise. If it applies, the six-month delay rule will delay a distribution in settlement of 409A RSUs triggered by the Grantee’s separation from service where the distribution otherwise would be within six months after the separation. · . (a) Any delayed payment shall be made on the date six months after the Grantee’s separation from service. · . (b) During the six-month delay period, accelerated distribution will be permitted in the event of the granteeGrantee’s death and for no other reason (including no acceleration upon a Change in Control), except for the limited exceptions permitted under the Code Section 409A regulations. · . (c) Any payment that is not triggered by a separation from service, or triggered by a separation from service but which would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule. Each payment in a series of installments would be treated as a separate payment for this purpose. If the terms of a 409A RSU agreement impose this six-month delay rule in circumstances in which it is not required for compliance with 409A, those terms shall not be given effect.

Special Distribution Rules to Comply with Code Section 409A. In the event that any Performance-Based Restricted Stock Units constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Code”), the timing of settlement of such ​ ​ ​ ​ Performance-Based Restricted Stock Units (hereinafter defined as “409A RSUs” 000X XXXx”) will be subject to applicable limitations under Code Section 409A and Section 19(a) of the Plan, including the following restrictions on settlement:: ​ (i) The “six-month delay rule.” The six-month delay rule will apply to 409A RSUs 000X XXXx if these four conditions are met:: ​ a. (A) The grantee Grantee has a “separation from service service” (within the meaning of Treasury Regulation § 1.409A-1(h));; ​ b. (B) A distribution of shares Shares is triggered by the separation from service (but not due to death); c. (C) The Grantee is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof). The Company will determine status of “key employees” annually, under administrative procedures applicable to all 409A plans and arrangementsarrangements subject to Code Section 409A; andand ​ d. (D) The Company’s stock is publicly traded on an established securities market or otherwise. ​ If it applies, the six-month delay rule will delay a distribution in settlement of 409A RSUs 000X XXXx triggered by the Grantee’s separation from service where the distribution otherwise would be within six months after the separation. · . (a) Any delayed payment shall be made on the date six months after the Grantee’s separation from service. · . (b) During the six-month delay period, accelerated distribution will be permitted in the event of the granteeGrantee’s death and for no other reason (including no acceleration upon a Change in Control), except for the limited exceptions permitted under the Code Section 409A regulations. · ​ (c) Any payment that is not triggered by a separation from service, or triggered by a separation from service but which would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule. Each payment in a series of installments would be treated as a separate payment for this purpose. If the terms of a 409A RSU 000X XXX agreement impose this six-month delay rule in circumstances in which it is not required for compliance with Code Section 409A, those terms shall not be given effect.. ​

Special Distribution Rules to Comply with Code Section 409A. In the event that any Performance-Based Restricted Stock Units constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code (the “Code”), the timing of settlement of such Performance-Based Restricted Stock Units (hereinafter defined as “409A RSUs000X XXXx” will be subject to applicable limitations under Code Section 409A and Section 19(a) of the Plan, including the following restrictions on settlement: (i) The “six-month delay rule.” The six-month delay rule will apply to 409A RSUs 000X XXXx if these four conditions are met: a. The grantee Grantee has a “separation from service service” (within the meaning of Treasury Regulation § 1.409A-1(h)); b. A distribution of shares Shares is triggered by the separation from service (but not due to death); c. The Grantee is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof). The Company will determine status of “key employees” annually, under administrative procedures applicable to all 409A plans and arrangementsarrangements subject to Code Section 409A; and d. The Company’s stock is publicly traded on an established securities market or otherwise. If it applies, the six-month delay rule will delay a distribution in settlement of 409A RSUs 000X XXXx triggered by the Grantee’s separation from service where the distribution otherwise would be within six months after the separation. · . (a) Any delayed payment shall be made on the date six months after the Grantee’s separation from service. · . (b) During the six-month delay period, accelerated distribution will be permitted in the event of the granteeGrantee’s death and for no other reason (including no acceleration upon a Change in Control), except for the limited exceptions permitted under the Code Section 409A regulations. · . (c) Any payment that is not triggered by a separation from service, or triggered by a separation from service but which would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule. Each payment in a series of installments would be treated as a separate payment for this purpose. If the terms of a 409A RSU 000X XXX agreement impose this six-month delay rule in circumstances in which it is not required for compliance with 409A, those terms shall not be given effect.