Common use of Taxes; Section 409A Clause in Contracts

Taxes; Section 409A. The Grantee shall be responsible for all taxes due in connection with the grant or vesting or any payment or transfer with respect to the RSUs and Shares (and cash, if applicable) payable hereunder. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the RSUs to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the RSUs may not so qualify, the Board shall administer the grant and settlement of such RSUs in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, to the extent that this Award constitutes deferred compensation for purposes of Section 409A of the Code (i) no RSU payable upon the Grantee’s termination of service shall be issued, unless Grantee’s termination of service constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (ii) if at the time of a Grantee’s termination of employment with the Company and all “service recipients” (as defined in the applicable provision of the Treasury Regulations), the Grantee is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. Each payment of RSUs constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement or the Plan to the contrary, to the extent that this RSU Agreement constitutes deferred compensation for purposes of Section 409A of the Code, a “Change in Control” for purposes of this Agreement shall mean “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets,” as such terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulations.

Taxes; Section 409A. The Grantee shall be Employee agrees and understands that he is responsible for all taxes due in connection with the grant or vesting or any payment or transfer with respect to the RSUs and Shares (and cashpayment, if applicable) payable hereunderany, of personal local, personal state, and/or personal federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement It is intended that none of the RSUs to be made to the Grantee pursuant to payments or benefits under this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the RSUs may not so qualify, the Board shall administer the grant and settlement of such RSUs in strict compliance with will constitute deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. Further”), notwithstanding anything herein any final regulations and guidance under that statute, and any applicable state law equivalent, as each may be amended or promulgated from time to time (together, “Section 409A”), but rather such payments and benefits will be exempt from, or if not exempt from will comply with, Section 409A so that none of the payments to be provided under this Agreement will be subject to the contraryadditional tax imposed under Section 409A, and any ambiguities or ambiguous terms will be interpreted in such manner. Each payment, installment and benefit payable under this Agreement or otherwise is intended to constitute a separate payment under Treasury Regulation Section l.409A-2(b)(2). Notwithstanding the foregoing, if and to the extent that this Award constitutes necessary to avoid subjecting Employee to an additional tax under Section 409A, any payments or benefits deemed to be separation-related deferred compensation for purposes of Section 409A of the Code (i) no RSU payable upon the Grantee’s termination of service shall be issued, unless Grantee’s termination of service constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (ii) if at the time of a Grantee’s termination of employment with the Company and all “service recipients” (as defined in the applicable provision of the Treasury Regulations409A), the Grantee is a “specified employee” as defined in Section 409A of the Codewhether under this Agreement or any other arrangement, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company Employee will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code be delayed until the date that is six (6) months and one (1) day following Employee’s separation from service (within the Participantmeaning of Section 409A), except that in the event of Employee’s termination death, any such delayed payments will be paid as soon as practicable after the date of employment Employee’s death, and in each case all subsequent payments and benefits will be payable in accordance with the Company (or the earliest date as is permitted under Section 409A of the Code), if payment schedule applicable to such payment or benefit is payable upon benefit. In no event will the Company reimburse or indemnify Employee for any taxes or costs that may be imposed on Employee as a termination result of employment. Each Section 409A. In no event will Employee have discretion to determine the taxable year of payment of RSUs constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement or the Plan to the contrary, to the extent that this RSU Agreement constitutes deferred compensation for purposes of Section 409A of the Code, a “Change in Control” for purposes of this Agreement shall mean “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets,” as such terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulationsseparation-related payments.

Taxes; Section 409A. The Grantee shall be Employee agrees and understands that he is responsible for all taxes due in connection with the grant or vesting or any payment or transfer with respect to the RSUs and Shares (and cashpayment, if applicable) payable hereunderany, of personal local, personal state, and/or personal federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement It is intended that none of the RSUs to be made to the Grantee pursuant to payments or benefits under this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the RSUs may not so qualify, the Board shall administer the grant and settlement of such RSUs in strict compliance with will constitute deferred compensation under Section 409A of the CodeInternal Revenue Code of 1986, as amended, any final regulations and guidance under that statute, and any applicable state law equivalent, as each may be amended or promulgated from time to time (“Section 409A”), but rather such payments and benefits will be exempt or comply with Section 409A, and any ambiguities or ambiguous terms will be interpreted in such manner. FurtherEach payment and benefit payable under this Agreement or otherwise is intended to constitute a separate payment under Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, notwithstanding anything herein to the contrary, if and to the extent that necessary to avoid subjecting Employee to an additional tax under Section 409A, payment of all or a portion of the severance payments or benefits payable under this Award constitutes Agreement and any other separation-related deferred compensation for purposes of Section 409A of the Code (i) no RSU payable upon the Grantee’s termination of service shall be issued, unless Grantee’s termination of service constitutes a “separation from service” within the meaning of Section 1.409A-1(h409A) of the Treasury Regulations and (ii) if at the time of a Grantee’s termination of employment with the Company and all “service recipients” (as defined in the applicable provision of the Treasury Regulations), the Grantee is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company Employee will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code be delayed until the date that is six 6 months and one 1 day following Employee’s separation from service (within the Participantmeaning of Section 409A), except that in the event of Employee’s termination death, any such delayed payments will be paid as soon as practicable after the date of employment with Employee’s death. In no event will the Company (or reimburse Employee for any taxes that may be imposed on Employee as a result of Section 409A. In no event will Employee have discretion to determine the earliest date as is permitted under Section 409A taxable year of the Code), if such payment or benefit is payable upon a termination of employment. Each payment of RSUs constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement or the Plan to the contrary, to the extent that this RSU Agreement constitutes deferred compensation for purposes of Section 409A of the Code, a “Change in Control” for purposes of this Agreement shall mean “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets,” as such terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulationsseverance payments.

Taxes; Section 409A. The Grantee shall be Employee agrees and understands that he is responsible for all taxes due in connection with the grant or vesting or any payment or transfer with respect to the RSUs and Shares (and cashpayment, if applicable) payable hereunderany, of personal local, personal state, and/or personal federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement It is intended that none of the RSUs to be made to the Grantee pursuant to payments or benefits under this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the RSUs may not so qualify, the Board shall administer the grant and settlement of such RSUs in strict compliance with will constitute deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. Further”), notwithstanding anything herein any final regulations and guidance under that statute, and any applicable state law equivalent, as each may be amended or promulgated from time to time (together, “Section 409A”), but rather such payments and benefits will be exempt from, or if not exempt from will comply with, Section 409A so that none of the payments to be provided under this Agreement will be subject to the contraryadditional tax imposed under Section 409A, and any ambiguities or ambiguous terms will be interpreted in such manner. Each payment, installment and benefit payable under this Agreement or otherwise is intended to constitute a separate payment under Treasury Regulation Section 1.409A- 2(b)(2). Notwithstanding the foregoing, if and to the extent that this Award constitutes necessary to avoid subjecting Employee to an additional tax under Section 409A, any payments or benefits deemed to be separation-related deferred compensation for purposes of Section 409A of the Code (i) no RSU payable upon the Grantee’s termination of service shall be issued, unless Grantee’s termination of service constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (ii) if at the time of a Grantee’s termination of employment with the Company and all “service recipients” (as defined in the applicable provision of the Treasury Regulations409A), the Grantee is a “specified employee” as defined in Section 409A of the Codewhether under this Agreement or any other arrangement, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company Employee will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code be delayed until the date that is six (6) months and one (1) day following Employee’s separation from service (within the Participantmeaning of Section 409A), except that in the event of Employee’s termination death, any such delayed payments will be paid as soon as practicable after the date of employment Employee’s death, and in each case all subsequent payments and benefits will be payable in accordance with the Company (or the earliest date as is permitted under Section 409A of the Code), if payment schedule applicable to such payment or benefit is payable upon benefit. In no event will the Company reimburse Employee for any taxes that may be imposed on Employee as a termination result of employment. Each Section 409A. In no event will Employee have discretion to determine the taxable year of payment of RSUs constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement or the Plan to the contrary, to the extent that this RSU Agreement constitutes deferred compensation for purposes of Section 409A of the Code, a “Change in Control” for purposes of this Agreement shall mean “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets,” as such terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulationsseparation-related payments.

Taxes; Section 409A. The Grantee shall be Employee agrees and understands that he is responsible for all taxes due in connection with the grant or vesting or any payment or transfer with respect to the RSUs and Shares (and cashpayment, if applicable) any, of personal local, personal state, and/or personal federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon, and all amounts payable hereunderhereunder are subject to applicable tax withholdings. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement It is intended that none of the RSUs to be made to the Grantee pursuant to payments or benefits under this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, in any circumstances where the settlement of the RSUs may not so qualify, the Board shall administer the grant and settlement of such RSUs in strict compliance with will constitute deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. Further”), notwithstanding anything herein any final regulations and guidance under that statute, and any applicable state law equivalent, as each may be amended or promulgated from time to time (together, “Section 409 A”), but rather such payments and benefits will be exempt from, or if not exempt from will comply with, Section 409A so that none of the payments to be provided under this Agreement will be subject to the contraryadditional tax imposed under Section 409A, and any ambiguities or ambiguous te1ms will be interpreted in such manner. Each payment, installment and benefit payable under this Agreement or otherwise is intended to constitute a separate payment under Treasury Regulation Section l.409A-2(b)(2). Notwithstanding the foregoing, if and to the extent that this Award constitutes necessary to avoid subjecting Employee to an additional tax under Section 409A, any payments or benefits deemed to be separation-related deferred compensation for purposes of Section 409A of the Code (i) no RSU payable upon the Grantee’s termination of service shall be issued, unless Grantee’s termination of service constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (ii) if at the time of a Grantee’s termination of employment with the Company and all “service recipients” (as defined in the applicable provision of the Treasury Regulations409A), the Grantee is a “specified employee” as defined in Section 409A of the Codewhether under this Agreement or any other arrangement, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company Employee will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code be delayed until the date that is six (6) months and one (1) day following Employee’s separation from service (within the Participantmeaning of Section 409A), except that in the event of Employee’s termination death, any such delayed payments will be paid as soon as practicable after the date of employment Employee’s death, and in each case all subsequent payments and benefits will be payable in accordance with the Company (or the earliest date as is permitted under Section 409A of the Code), if payment schedule applicable to such payment or benefit is payable upon benefit. In no event will the Company reimburse or indemnify Employee for any taxes or costs that may be imposed on Employee as a termination result of employment. Each Section 409A. In no event will Employee have discretion to determine the taxable year of payment of RSUs constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement or the Plan to the contrary, to the extent that this RSU Agreement constitutes deferred compensation for purposes of Section 409A of the Code, a “Change in Control” for purposes of this Agreement shall mean “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets,” as such terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulationsseparation -related payments.