Common use of Tax Interpretation Clause in Contracts

Tax Interpretation. It is intended that all of the benefits and payments under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. However, neither the Company nor its successor, as relevant, guarantees any particular tax effect under Section 409A for income provided to Employee pursuant to this Agreement. Except for the Company’s, or its successor’s, as relevant, responsibility to withhold and remit applicable income and employment taxes from compensation paid or provided to Employee, neither the Company nor its successor, as relevant, will be responsible for the payment of any applicable taxes on compensation paid or provided to Employee pursuant to this Agreement.