Common use of U.S. Tax Provisions Clause in Contracts

U.S. Tax Provisions. The following provisions shall apply with respect to amounts herein that are subject to taxation in the United States. (a) This Agreement is intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") and shall be construed accordingly. It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Section 409A. To the extent such potential payments or benefits are or could become subject to Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax or interest being imposed. However, in no event shall the Company be liable to Executive for any taxes, interest, or penalties due as a result of the application of Section 409A to any payments or benefits provided hereunder. (b) Each payment provided for in this Agreement shall, to the extent permissible under Section 409A, be deemed a separate payment for purposes of Section 409A, and any payment to be made in installments shall be treated as a series of separate payments. (c) Payments or benefits pursuant to this Agreement shall be treated as exempt from Section 409A to the maximum extent possible under Treasury Regulation Section 1.409A-1(b)(4) and 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. For purposes of this Agreement, phrases such as "Termination Date" and "COC Termination Date" shall, when referring to the timing of payments, refer to Executive's "separation from service," as defined for purposes of Section 409A. (d) All taxable expenses or other reimbursements or in-kind benefits under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive. Any such taxable reimbursement or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. (e) Employee shall have no right to designate the date of any payment hereunder. (f) Anything to the contrary herein notwithstanding, if you are determined to be a "specified employee" under Section 409A as of your separation from service, then, to the extent required by Section 409A, payments due under this Agreement that are determined to be deferred compensation shall be subject to a six-month delay following your separation from service; and all delayed payments shall be accumulated and paid in a single lump sum payment as of the first day of the seventh month following your separation from service date (or if earlier, your date of death). Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following your termination shall be paid in accordance with their original payment schedule.

U.S. Tax Provisions. The following provisions shall apply with respect to amounts herein that are subject to taxation in the United States. (a) This Agreement is intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") and shall be construed accordingly. It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Section 409A. To the extent such potential payments or benefits are or could become subject to Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax or interest being imposed. However, in no event shall the Company be liable to Executive for any taxes, interest, or penalties due as a result of the application of Section 409A to any payments or benefits provided hereunder. (b) Each payment provided for in this Agreement shall, to the extent permissible under Section 409A, be deemed a separate payment for purposes of Section 409A, and any payment to be made in installments shall be treated as a series of separate payments. (c) Payments or benefits pursuant to this Agreement shall be treated as exempt from Section 409A to the maximum extent possible under Treasury Regulation Section 1.409A-1(b)(4) and 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. For purposes of this Agreement, phrases such as "Termination Date" and "COC Termination Date" shall, when referring to the timing of payments, refer to Executive's "separation from service," as defined for purposes of Section 409A. (d) All taxable expenses or other reimbursements or in-kind benefits under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive. Any such taxable reimbursement or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. (e) Employee shall have no right to designate the date of any payment hereunder. (f) Anything to the contrary herein notwithstanding, if you are determined to be a "specified employee" under Section 409A as of your separation from service, then, to the extent required by Section 409A, payments due under this Agreement that are determined to be deferred compensation shall be subject to a six-month delay following your separation from service; and all delayed payments shall be accumulated and paid in a single lump sum payment as of the first day of the seventh month following your separation from service date (or if earlier, your date of death). Any portion of the benefits hereunder that were not otherwise due to be paid during the six-month period following your termination shall be paid in accordance with their original payment schedule.