Common use of Tax Liabilities and Code Section 409A Clause in Contracts

Tax Liabilities and Code Section 409A. Any payments or benefits that You receive pursuant to this Agreement shall be subject to reduction for any applicable employment or withholding taxes. Notwithstanding any other provision of this Plan, if You are a Specified Employee as of Your Termination of Employment, and if the amounts that You are entitled to receive pursuant to Section 6 or Section 9 are not otherwise exempt from Section 409A of the Code, then to the extent necessary to comply with Section 409A, no payments for such amounts may be made under this Agreement (including, if necessary, any payments for welfare or other benefits in which case You may be required to pay for such coverage or benefits and receive reimbursement when payment is no longer prohibited) before the first day of the seventh (7th) month after Your Termination of Employment or, if earlier, Your date of death (as applicable, the “Section 409A Delay Period”). All such amounts that would have otherwise been required to be paid during the Section 409A Delay Period shall be paid to You in one lump sum payment as soon as administratively feasible (but no more than thirty (30) days) after the end of the Section 409A Delay Period. All such remaining payments shall be made as if they had begun as set forth in this Agreement. For purposes of this Agreement, Your rights to payments shall be treated as rights to receive a series of separate payments as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and shall be construed and interpreted in accordance therewith. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to You of deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4). The Company may at any time amend, suspend or terminate this Agreement, or any payments to be made hereunder, as necessary to be in compliance with Section 409A of the Code to avoid the imposition on You of any potential excise taxes relating to Section 409A.

Tax Liabilities and Code Section 409A. Any payments or benefits that You receive pursuant to this Agreement shall be subject to reduction for any applicable employment or withholding taxes. Notwithstanding any other provision of this Plan, if You are a Specified Employee as of Your Termination of Employment, and if the amounts that You are entitled to receive pursuant to Section 6 or Section 9 are not otherwise exempt from Section 409A of the Code, then to the extent necessary to comply with Section 409A, no payments for such amounts may be made under this Agreement (including, if necessary, any payments for welfare or other benefits in which case You may be required to pay for such coverage or benefits and receive reimbursement when payment is no longer prohibited) before the first day of the seventh date which is six (7th6) month months after Your Termination of Employment or, if earlier, Your date of death (as applicable, the “Section 409A Delay Period”)death. All such amounts that amounts, which would have otherwise been required to be paid during the Section 409A Delay Period over such six (6) months after Your Termination of Employment or, if earlier, until Your date of death, shall be paid to You in one lump sum payment as soon as administratively feasible (but no more than thirty (30) days) after the end date which is six (6) months after Your Termination of the Section 409A Delay PeriodEmployment or, if earlier, Your date of death. All such remaining payments shall be made as if they had begun as set forth in this Agreement. For purposes of this Agreement, Your rights to payments shall be treated as rights to receive a series of separate payments as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of to the fullest extent allowable under Section 409A of the Code. This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and shall be construed and interpreted in accordance therewith. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to You of deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4). The Company may at any time amend, suspend or terminate this Agreement, or any payments to be made hereunder, as necessary to be in compliance with Section 409A of the Code to avoid the imposition on You of any potential excise taxes relating to Section 409A.409A. To the extent that You incur liability for excise taxes, penalties or interest under Section 409A of the Code because any nonqualified deferred compensation plan of the Company fails to comply with Section 409A, the Company will make a special reimbursement payment to You equal to the sum of (i) Your liability for excise taxes, penalties or interest under Section 409A and (ii) all taxes attributable to the special reimbursement payment, at the time such taxes, penalties and interest are required to be remitted to the applicable authorities.

Tax Liabilities and Code Section 409A. Any You are solely responsible for the payment of any tax liability (including any taxes and penalties that may arise under Section 409A of the Code) that may result from any payments or benefits that You receive pursuant to this Agreement Agreement. Any such payments or benefits shall be subject to reduction for any applicable employment or withholding taxes. Notwithstanding any other provision of this Plan, if You are a Specified Employee as of Your Termination of EmploymentEmployee, and if the amounts that You are entitled to receive pursuant to Section 6 or Section 9 are not otherwise exempt from Section 409A of the Code, then to the extent necessary to comply with Section 409A, no payments for such amounts may be made under this Agreement (including, if necessary, any payments for welfare or other benefits in which case You may be required to pay for such coverage or benefits and receive reimbursement when payment is no longer prohibited) before the first day of the seventh date which is six (7th6) month months after Your Termination of Employment or, if earlier, Your date of death (as applicable, the “Section 409A Delay Period”)death. All such amounts that amounts, which would have otherwise been required to be paid during the Section 409A Delay Period over such six (6) months after Your Termination of Employment or, if earlier, your date of death, shall be paid to You you in one lump sum payment as soon as administratively feasible (but no more than thirty (30) days) after the end date which is six (6) months after Your Termination of the Section 409A Delay PeriodEmployment or, if earlier, your date of death. All such remaining payments shall be made as if they had begun as set forth in this Agreement. For purposes of this Agreement, Your rights to payments shall be treated as rights to receive a series of separate payments as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and shall be construed and interpreted in accordance therewith. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to You of deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4). The Company may at any time amend, suspend or terminate this Agreement, or any payments to be made hereunder, as necessary to be in compliance with Section 409A of the Code to avoid the imposition on You of any potential excise taxes relating to Section 409A. Notwithstanding the preceding, the Company and its Affiliates shall not be liable to You or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any amount under this Agreement is subject to taxes, penalties or interest as a result of failing to comply with Code Section 409A.

Tax Liabilities and Code Section 409A. Any payments or benefits that You you receive pursuant to this Agreement shall be subject to reduction for any applicable employment or withholding taxes. Notwithstanding any other provision of this Plan, if You are a Specified Employee as of Your Termination of Employment, and if the amounts that You are entitled to receive pursuant to Section 6 or Section 9 are not otherwise exempt from Section 409A of the Code, then to the extent necessary to comply with Section 409A, no payments for such amounts may be made under this Agreement (including, if necessary, any payments for welfare or other benefits in which case You may be required to pay for such coverage or benefits and receive reimbursement when payment is no longer prohibited) before the first day of the seventh date which is six (7th6) month months after Your Termination of Employment or, if earlier, Your date of death (as applicable, the “Section 409A Delay Period”)death. All such amounts that amounts, which would have otherwise been required to be paid during the Section 409A Delay Period over such six (6) months after Your Termination of Employment or, if earlier, until Your date of death, shall be paid to You in one lump sum payment as soon as administratively feasible (but no more than thirty (30) days) after the end date which is six (6) months after Your Termination of the Section 409A Delay PeriodEmployment or, if earlier, your date of death. All such remaining payments shall be made as if they had begun as set forth in this Agreement. For purposes of this Agreement, Your rights to payments shall be treated as rights to receive a series of separate payments as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of to the fullest extent allowable under Section 409A of the Code. This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and shall be construed and interpreted in accordance therewith. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to You of deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4). The Company may at any time amend, suspend or terminate this Agreement, or any payments to be made hereunder, as necessary to be in compliance with Section 409A of the Code to avoid the imposition on You of any potential excise taxes relating to Section 409A.with

Tax Liabilities and Code Section 409A. Any payments or benefits that You you receive pursuant to this Agreement shall be subject to reduction for any applicable employment or withholding taxes. Notwithstanding any other provision of this Plan, if You are a Specified Employee as of Your Termination of EmploymentEmployee, and if the amounts that You are entitled to receive pursuant to Section 6 or Section 9 are not otherwise exempt from Section 409A of the Code, then to the extent necessary to comply with Section 409A, no payments for such amounts may be made under this Agreement (including, if necessary, any payments for welfare or other benefits in which case You may be required to pay for such coverage or benefits and receive reimbursement when payment is no longer prohibited) before the first day of the seventh date which is six (7th6) month months after Your Termination of Employment or, if earlier, Your date of death (as applicable, the “Section 409A Delay Period”)death. All such amounts that amounts, which would have otherwise been required to be paid during the Section 409A Delay Period over such six (6) months after Your Termination of Employment or, if earlier, your date of death, shall be paid to You you in one lump sum payment as soon as administratively feasible (but no more than thirty (30) days) after the end date which is six (6) months after Your Termination of the Section 409A Delay PeriodEmployment or, if earlier, your date of death. All such remaining payments shall be made as if they had begun as set forth in this Agreement. For purposes of this Agreement, Your rights to payments shall be treated as rights to receive a series of separate payments as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of to the fullest extent allowable under Section 409A of the Code. This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and shall be construed and interpreted in accordance therewith. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to You of deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4). The Company may at any time amend, suspend or terminate this Agreement, or any payments to be made hereunder, as necessary to be in compliance with Section 409A of the Code to avoid the imposition on You of any potential excise taxes relating to Section 409A.409A. To the extent that you incur liability for excise taxes, penalties or interest under Section 409A of the Code because any nonqualified deferred compensation plan of the Company fails to comply with Section 409A, the Company will make a special reimbursement payment to you equal to the sum of (i) Your liability for excise taxes, penalties or interest under Section 409A and (ii) all taxes attributable to the special reimbursement payment.

Tax Liabilities and Code Section 409A. Any payments or benefits that You you receive pursuant to this Agreement shall be subject to reduction for any applicable employment or withholding taxes. Notwithstanding any other provision of this Plan, if You are a Specified Employee as of Your Termination of EmploymentEmployee, and if the amounts that You are entitled to receive pursuant to Section 6 or Section 9 are not otherwise exempt from Section 409A of the Code, then to the extent necessary to comply with Section 409A, no payments for such amounts may be made under this Agreement (including, if necessary, any payments for welfare or other benefits in which case You may be required to pay for such coverage or benefits and receive reimbursement when payment is no longer prohibited) before the first day of the seventh date which is six (7th6) month months after Your Termination of Employment or, if earlier, Your date of death (as applicable, the “Section 409A Delay Period”)death. All such amounts that amounts, which would have otherwise been required to be paid during the Section 409A Delay Period over such six (6) months after Your Termination of Employment or, if earlier, your date of death, shall be paid to You you in one lump sum payment as soon as administratively feasible (but no more than thirty (30) days) after the end date which is six (6) months after Your Termination of the Section 409A Delay PeriodEmployment or, if earlier, your date of death. All such remaining payments shall be made as if they had begun as set forth in this Agreement. For purposes of this Agreement, Your rights to payments shall be treated as rights to receive a series of separate payments as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of to the fullest extent allowable under Section 409A of the Code. This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and shall be construed and interpreted in accordance therewith. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to You of deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4). The Company may at any time amend, suspend or terminate this Agreement, or any payments to be made hereunder, as necessary to be in compliance with Section 409A of the Code to avoid the imposition on You of any potential excise taxes relating to Section 409A.

Tax Liabilities and Code Section 409A. Any payments or benefits that You receive pursuant to this Agreement shall be subject to reduction for any applicable employment or withholding taxes. Notwithstanding any other provision of this Plan, if You are a Specified Employee as of Your Termination of Employment, and if the amounts that You are entitled to receive pursuant to Section 6 or Section 9 are not otherwise exempt from Section 409A of the Code, then to the extent necessary to comply with Section 409A, no payments for such amounts may be made under this Agreement (including, if necessary, any payments for welfare or other benefits in which case You may be required to pay for such coverage or benefits and receive reimbursement when payment is no longer prohibited) before the first day of the seventh (7th) month after Your Termination of Employment or, if earlier, Your date of death (as applicable, the “Section 409A Delay Period”). All such amounts that would have otherwise been required to be paid during the Section 409A Delay Period shall be paid to You in one lump sum payment as soon as administratively feasible (but no more than thirty (30) days) after the end of the Section 409A Delay Period. All such remaining payments shall be made as if they had begun as set forth in this Agreement. For purposes of this Agreement, Your rights to payments shall be treated as rights to receive a series of separate payments as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and shall be construed and interpreted in accordance therewith. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to You of deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4). The Company may at any time amend, suspend or terminate this Agreement, or any payments to be made hereunder, as necessary to be in compliance with Section 409A of the Code to avoid the imposition on You of any potential excise taxes relating to Section 409A.409A. To the extent that You incur liability for excise taxes, penalties or interest under Section 409A of the Code because any nonqualified deferred compensation plan of the Company fails to comply with Section 409A, the Company will make a special reimbursement payment to You equal to the sum of (i) Your liability for excise taxes, penalties or interest under Section 409A and (ii) all taxes attributable to the special reimbursement payment, at the time such taxes, penalties and interest are required to be remitted to the applicable authorities and by the end of Your taxable year next following the year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authorities or, where no such taxes are remitted, the end of Your taxable year following the year in which the audit is completed or there is a final and non-appealable settlement or resolution of the litigation.

Tax Liabilities and Code Section 409A. Any payments or benefits that You you receive pursuant to this Agreement shall be subject to reduction for any applicable employment or withholding taxes. Notwithstanding any other provision of this Plan, if You are a Specified Employee as of Your Termination of Employment, and if the amounts that You are entitled to receive pursuant to Section 6 or Section 9 are not otherwise exempt from Section 409A of the Code, then to the extent necessary to comply with Section 409A, no payments for such amounts may be made under this Agreement (including, if necessary, any payments for welfare or other benefits in which case You may be required to pay for such coverage or benefits and receive reimbursement when payment is no longer prohibited) before the first day of the seventh (7th) month after Your Termination of Employment or, if earlier, Your date of death (as applicable, the “Section 409A Delay Period”). All such amounts that would have otherwise been required to be paid during the Section 409A Delay Period shall be paid to You in one lump sum payment as soon as administratively feasible (but no more than thirty (30) days) after the end of the Section 409A Delay Period. All such remaining payments shall be made as if they had begun as set forth in this Agreement. For purposes of this Agreement, Your rights to payments shall be treated as rights to receive a series of separate payments as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code. This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and shall be construed and interpreted in accordance therewith. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to You of deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4). The Company may at any time amend, suspend or terminate this Agreement, or any payments to be made hereunder, as necessary to be in compliance with Section 409A of the Code to avoid the imposition on You of any potential excise taxes relating to Section 409A.409A. To the extent that You incur liability for excise taxes, penalties or interest under Section 409A of the Code because any nonqualified deferred compensation plan of the Company fails to comply with Section 409A, the Company will make a special reimbursement payment to You equal to the sum of (i) Your liability for excise taxes, penalties or interest under Section 409A and (ii) all taxes attributable to the special reimbursement payment, at the time such taxes, penalties and interest are required to be remitted to the applicable authorities and by the end of Your taxable year next following the year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authorities or, where no such taxes are remitted, the end of Your taxable year following the year in which the audit is completed or there is a final and non-appealable settlement or resolution of the litigation.

Tax Liabilities and Code Section 409A. Any payments or benefits that You you receive pursuant to this Agreement shall be subject to reduction for any applicable employment or withholding taxes. Notwithstanding any other provision of this Plan, if You are a Specified Employee as of Your Termination of Employment, and if the amounts that You are entitled to receive pursuant to Section 6 or Section 9 are not otherwise exempt from Section 409A of the Code, then to the extent necessary to comply with Section 409A, no payments for such amounts may be made under this Agreement (including, if necessary, any payments for welfare or other benefits in which case You may be required to pay for such coverage or benefits and receive reimbursement when payment is no longer prohibited) before the first day of the seventh date which is six (7th6) month months after Your Termination of Employment or, if earlier, Your date of death (as applicable, the “Section 409A Delay Period”)death. All such amounts that amounts, which would have otherwise been required to be paid during the Section 409A Delay Period over such six (6) months after Your Termination of Employment or, if earlier, until Your date of death, shall be paid to You in one lump sum payment as soon as administratively feasible (but no more than thirty (30) days) after the end date which is six (6) months after Your Termination of the Section 409A Delay PeriodEmployment or, if earlier, your date of death. All such remaining payments shall be made as if they had begun as set forth in this Agreement. For purposes of this Agreement, Your rights to payments shall be treated as rights to receive a series of separate payments as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of to the fullest extent allowable under Section 409A of the Code. This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and shall be construed and interpreted in accordance therewith. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to You of deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4). The Company may at any time amend, suspend or terminate this Agreement, or any payments to be made hereunder, as necessary to be in compliance with Section 409A of the Code to avoid the imposition on You of any potential excise taxes relating to Section 409A.