Common use of Timing of Payments and Section 409A Clause in Contracts

Timing of Payments and Section 409A. 14.1 Notwithstanding anything to the contrary in this Agreement, if at the time that the Employee’s employment terminates, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- (6-) month period or, if earlier, upon the Employee’s death; except (i) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (ii) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (iii) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”).

Timing of Payments and Section 409A. 14.1 (i) Notwithstanding anything to the contrary in this Agreement, if at the time that of the EmployeeExecutive’s employment terminatestermination of employment, the Employee Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement Section 5 on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- six (6-6) month period or, if earlier, upon the EmployeeExecutive’s death; except (iA) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (iiB) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (iiiC) other amounts or benefits that are not subject to the requirements of Section 409A of the Code (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”).

Timing of Payments and Section 409A. 14.1 7.2.1. Notwithstanding anything to the contrary in this Agreement, if at the time that of the Employee’s employment terminatestermination of employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- six (6-6) month period or, if earlier, upon the Employee’s death; except (iA) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (iiB) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (iiiC) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended 1986 (the “CodeSection 409A”).

Timing of Payments and Section 409A. 14.1 Notwithstanding anything to the contrary in this Agreement, if at the time that the Employee’s employment terminates, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- six (6-6) month period or, if earlier, upon the Employee’s death; except (i) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b1.409A-l(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii1.409A-l (b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (ii) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (iii) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”).

Timing of Payments and Section 409A. 14.1 (i) Notwithstanding anything to the contrary in this Agreement, if at the time that of the EmployeeExecutive’s employment terminatestermination of employment, the Employee Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement Section 5 on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- six (6-6) month period or, if earlier, upon the EmployeeExecutive’s death; except (iA) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (iiB) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (iiiC) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”).409A.

Timing of Payments and Section 409A. 14.1 31.1 Notwithstanding anything to the contrary in this Agreement, if at the time that the Employee’s employment terminates, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- six (6-) month 6)-month period or, if earlier, upon the Employee’s death; except (iA) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (iiB) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (iiiC) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”).

Timing of Payments and Section 409A. 14.1 (i) Notwithstanding anything to the contrary in this Agreement, if if, at the time that of the EmployeeExecutive’s employment terminatestermination of employment, the Employee Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement Section 6 on account of such separation from service that constitute deferred compensation, and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- six (6-) month 6)-month period or, if earlier, upon the EmployeeExecutive’s death; except (iA) with respect to the extent of any amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Regulation Section 1.409A-1(b1,409A-l(b) (including including, without limitation limitation, by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (iiB) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Regulation Section 1.409A-1(a)(51.409A-l(a)(5); or and (iiiC) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”).

Timing of Payments and Section 409A. 14.1 30.1 Notwithstanding anything to the contrary in this Agreement, if at the time that the Employee’s employment terminates, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- six (6-) month 6)-month period or, if earlier, upon the Employee’s death; except (iA) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (iiB) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (iiiC) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”).

Timing of Payments and Section 409A. 14.1 (i) Notwithstanding anything to the contrary in this Agreement, if at the time that of the EmployeeExecutive’s employment terminatestermination of employment, the Employee Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement Section 5 on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- six (6-6) month period or, if earlier, upon the EmployeeExecutive’s death; except (iA) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (iiB) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (iiiC) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”).

Timing of Payments and Section 409A. 14.1 (i) Notwithstanding anything to the contrary in this Agreement, if at the time that of the EmployeeExecutive’s employment terminatestermination of employment, the Employee Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement Section 5 on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- six (6-6) month period or, if earlier, upon the EmployeeExecutive’s death; except (iA) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b1.409A-l(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii1.409A-1 (b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (iiB) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (iiiC) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”).

Timing of Payments and Section 409A. 14.1 Notwithstanding (i)Notwithstanding anything to the contrary in this Agreement, if at the time that of the EmployeeExecutive’s employment terminatestermination of employment, the Employee Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement Section 5 on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- six (6-6) month period or, if earlier, upon the EmployeeExecutive’s death; except (iA) to the extent of amounts that do not constitute a ​ ​ deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b1.409A-1 (b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (iiB) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (iiiC) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”).

Timing of Payments and Section 409A. 14.1 14.1. Notwithstanding anything to the contrary in this Agreement, if at the time that the Employee’s employment terminates, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- (6-) month period or, if earlier, upon the Employee’s death; except (i) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (ii) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (iii) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”).

Timing of Payments and Section 409A. 14.1 (i) Notwithstanding anything to the contrary in this Agreement, if at the time that of the EmployeeExecutive’s employment terminatestermination of employment, the Employee Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement Section 5 on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- six (6-6) month period or, if earlier, upon the EmployeeExecutive’s death; except (iA) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (iiB) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (iiiC) other amounts or benefits that are not subject to the requirements of Section 409A of the Internal Revenue Code, as amended (including the regulations thereunder, “Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”).

Timing of Payments and Section 409A. 14.1 a. Notwithstanding anything to the contrary in this Agreement, if at the time that the Employee’s employment Manager's engagement hereunder terminates, the Employee Bxxxxx is deemed to be a “"specified employee,” " as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- six (6-6) month period or, if earlier, upon the Employee’s Bxxxxx'x death; except (iA) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b1.409A-l(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iiil.409A-l(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (iiB) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5l.409A-l(a)(5); or (iiiC) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”"Section 409A").

Timing of Payments and Section 409A. 14.1 Notwithstanding (i)Notwithstanding anything to the contrary in this Agreement, if if, at the time that of the EmployeeExecutive’s employment terminatestermination of employment, the Employee Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement Section 5 on account of such separation from service that constitute deferred compensation, and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- six (6-) month 6)-month period or, if earlier, upon the EmployeeExecutive’s death; except (iA) with respect to the extent of any amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Regulation Section 1.409A-1(b) (including including, without limitation limitation, by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (iiB) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Regulation Section 1.409A-1(a)(5); or and (iiiC) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”).

Timing of Payments and Section 409A. 14.1 (i) Notwithstanding anything to the contrary in this Agreement, if at the time that of the EmployeeExecutive’s employment terminatestermination of employment, the Employee Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement Section 5 on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- six (6-6) month period or, if earlier, upon the EmployeeExecutive’s death; except (iA) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b1.409A-l(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii1.409A-l (b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (iiB) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(51.409A-1 (a)(5); or (iiiC) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”).

Timing of Payments and Section 409A. 14.1 Notwithstanding (i)Notwithstanding anything to the contrary in this Agreement, if if, at the time that of the EmployeeExecutive’s employment terminatestermination of employment, the Employee Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement Section 5 on account of such separation from service that constitute deferred compensation, and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- six (6-) month 6)-month period or, if earlier, upon the EmployeeExecutive’s death; except (iA) with respect to the extent of any amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Regulation Section 1.409A-1(b) (including including, without limitation limitation, by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (iiB) benefits which that qualify as excepted welfare benefits pursuant to Treasury regulation Regulation Section 1.409A-1(a)(5); or and (iiiC) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”).. ​ ​

Timing of Payments and Section 409A. 14.1 Notwithstanding 14.1Notwithstanding anything to the contrary in this Agreement, if at the time that the Employee’s employment terminates, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six- (6-) month period or, if earlier, upon the Employee’s death; except (i) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (ii) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (iii) other amounts or benefits that are not subject to the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”).