Common use of Tax Withholding; Section 409A Compliance Clause in Contracts

Tax Withholding; Section 409A Compliance. All payments under this Agreement are subject to any required tax or other withholdings. If and to the extent any portion of any payment, compensation or other benefit provided to you in connection with your employment termination is determined to constitute nonqualified deferred compensation within the meaning of Code Section 409A (“Section 409A”) and you are a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the payment, compensation or other benefit shall not be paid before the earlier of (i) the first day following the expiration of the six month period measured from the date of your Separation from Service or (ii) the date of your death following such separation from service (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date shall be paid to you in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to you or any other person, other than with respect to payments made by the Company in violation of the provisions of this Agreement, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.

Tax Withholding; Section 409A Compliance. All payments under The payment of any amount pursuant to this Agreement are shall be subject to any required all applicable tax or other withholdings. If and to the extent any portion of any payment, compensation or other benefit provided to you in connection with your employment termination is determined to constitute nonqualified deferred compensation within the meaning of Code Section 409A (“Section 409A”) and you are a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the payment, compensation or other benefit shall not be paid before the earlier of (i) the first day following the expiration of the six month period measured from the date of your Separation from Service or (ii) the date of your death following such separation from service (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date shall be paid to you in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedulewithholding. For the purposes of this Agreement, each amount a “termination of employment” or words of like import shall mean a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986 and the regulations issued thereunder. Notwithstanding any provision to the contrary in this Agreement, any payment otherwise required to be paid or benefit made to be provided shall be construed as a separate identified the Executive on account of the termination of the Executive’s employment, to the extent such payment for purposes of Section 409A, and any payments that are due within the “short term deferral period” as defined in Section 409A shall not be is properly treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except subject to the extent specifically permitted or required Section 409A of the Internal Revenue Code of 1986 and the regulations and other applicable guidance issued by Section 409A. This Agreement the Internal Revenue Service thereunder, and only if the Executive is intended to comply with treated as a “specified employee” within the provisions meaning of Section 409A and of the Agreement shallCode at the time of such termination of employment, shall not be made until the first business day after the expiration of six months from the date of the Executive’s termination of employment or, if earlier, the date of Executive’s death. On the payment date, as so delayed, there shall be paid to the extent practicableExecutive (or the Executive’s estate, be construed as the case may be) in accordance therewitha single cash payment an amount equal to aggregate amount of the payments delayed pursuant to the preceding sentence. Terms defined in It is intended that any amounts payable under this Agreement and Company’s and Executive’s exercise of any authority or discretion hereunder shall comply with, and avoid the Agreement shall have the meanings given such terms imputation of any tax, penalty or interest under Section 409A if of the Code. This Agreement shall be construed and to interpreted in a manner that is consistent with that intent. Notwithstanding the extent required to comply with Section 409A. In any eventforegoing, Executive shall be solely responsible, and the Company makes no representations or warranty and shall have no liability to you liability, for any taxes, acceleration of taxes, interest or any other person, other than with respect to payments made by the Company in violation penalties arising under Section 409A of the provisions of this Agreement, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that sectionCode.

Tax Withholding; Section 409A Compliance. All payments under this Agreement are subject to any required tax or other withholdings. If and to the extent any portion of any payment, compensation or other benefit provided to you the Executive in connection with your his or her employment termination is determined to constitute “nonqualified deferred compensation compensation” within the meaning of Code Section 409A (“Section 409A”) and you are the Executive is a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures, by which determination you the Executive hereby agree agrees that you are he is bound, such portion of the payment, compensation or other benefit shall not be paid before the earlier of (i) the first day following the expiration of the that is six month period measured from months plus one day after the date of your Separation from Service or (ii) the date of your death following such “separation from service service” (as determined under Section 409A) (the “New Payment Date”), except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to you the Executive during the period between the date of separation from service and the New Payment Date shall be paid to you the Executive in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor you the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to you the Executive or any other person, other than with respect to payments made by the Company in violation of the provisions of this Agreement, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.

Tax Withholding; Section 409A Compliance. All payments under The payment of any amount pursuant to this Agreement are shall be subject to all applicable tax withholding. Notwithstanding any provision to the contrary in this Agreement, any payment otherwise required tax or other withholdings. If and to be made to the Executive on account of the termination of the Executive’s employment, to the extent any portion of any payment, compensation or other benefit provided to you in connection with your employment termination such payment is determined to constitute nonqualified properly treated as deferred compensation subject to the Section 409A of the Internal Revenue Code of 1986 and the regulations and other applicable guidance issued by the Internal Revenue Service thereunder, and only if the Executive is treated as a “specified employee” within the meaning of Code Section 409A (“Section 409A”) and you are a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the paymentCode at the time of his termination of employment, compensation or other benefit shall not be paid before the earlier of (i) made until the first business day following after the expiration of the six month period measured months from the date of your Separation from Service or (ii) the Executive’s termination of employment or, if earlier, the date of your death following such separation from service (Executive’s death. On the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date payment date, as so delayed, there shall be paid to you the Executive (or the Executive’s estate, as the case may be) in a lump sum on such New Payment Datesingle cash payment an amount equal to aggregate amount of the payments delayed pursuant to the preceding sentence. Notwithstanding the foregoing, Executive shall be solely responsible, and the Company shall have no liability, for any remaining payments will be paid on their original schedule. For purposes taxes, acceleration of this Agreementtaxes, each amount to be paid interest or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments that are due within the “short term deferral period” as defined in penalties arising under Section 409A shall not be treated as deferred compensation unless applicable law requires otherwiseof the Code. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the Agreement shallextent any payment or benefit described hereunder is subject to Section 409A of the Code, it is intended that it shall be paid in a manner that will comply with Section 409A of the Code. Notwithstanding anything herein to the extent practicablecontrary, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under any provision hereunder that is inconsistent with Section 409A if and of the Code shall be deemed to the extent required be amended to comply with Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to you or any other person, other than with respect to payments made by the Company in violation 409A of the provisions of this Agreement, if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that sectionCode.

Tax Withholding; Section 409A Compliance. All payments under The payment of any amount pursuant to this Agreement are shall be subject to any required all applicable tax or other withholdings. If and to the extent any portion of any payment, compensation or other benefit provided to you in connection with your employment termination is determined to constitute nonqualified deferred compensation within the meaning of Code Section 409A (“Section 409A”) and you are a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the payment, compensation or other benefit shall not be paid before the earlier of (i) the first day following the expiration of the six month period measured from the date of your Separation from Service or (ii) the date of your death following such separation from service (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from service and the New Payment Date shall be paid to you in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedulewithholding. For the purposes of this Agreement, each amount to be paid a “termination of employment” or benefit to be provided words of like import shall be construed as mean a separate identified payment for purposes of Section 409A, and any payments that are due “separation from service” within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions meaning of Section 409A of the Internal Revenue Code of 1986 and the Agreement shall, regulations issued thereunder. Notwithstanding any provision to the extent practicable, be construed contrary in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to you or any other person, other than with respect to payments made by the Company in violation of the provisions of this Agreement, if the Executive is treated as a “specified employee” within the meaning of Section 409A of the Code at the time of the termination of his employment, and if any provisions of or payments payment otherwise required to be made to the Executive under this Agreement are determined to constitute on account of the termination of the Executive’s employment constitutes deferred compensation subject to Code the Section 409A but not of the Internal Revenue Code of 1986 and the regulations and other applicable guidance issued by the Internal Revenue Service thereunder, then such payment shall be delayed until the first business day after the expiration of six months following the date of the Executive’s termination of employment or, if earlier, the date of Executive’s death. On the delayed payment date, there shall be paid to satisfy the conditions Executive (or the Executive’s estate, as the case may be) in a single cash payment an amount equal to the aggregate amount of the payments delayed pursuant to the preceding sentence. It is intended that sectionany amounts payable under this Agreement and Company’s and Executive’s exercise of any authority or discretion hereunder shall comply with, and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted in a manner that is consistent with that intent. Notwithstanding the foregoing, Executive shall be solely responsible, and the Company shall have no liability, for any taxes, acceleration of taxes, interest or penalties arising under Section 409A of the Code.