ICF INTERNATIONAL, INC. 3,100,000 Shares Common Stock ($0.001 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2009 • ICF International, Inc. • Services-management consulting services • New York
ICF INTERNATIONAL, INC., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom William Blair & Company, L.L.C. and Stifel, Nicolaus & Company, Incorporated are acting as representatives (the “Representatives”), an aggregate of 3,100,000 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 465,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
FORM OF ICF INTERNATIONAL, INC. Shares Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2006 • ICF International, Inc. • Services-management consulting services • New York
terms, except as the same may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors or by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.
FORM OF SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • September 12th, 2006 • ICF International, Inc. • Services-management consulting services • Virginia
SEVERANCE PROTECTION AGREEMENT dated , 2006, by and between ICF International, Inc., a Delaware corporation (the “Company”), and (the “Executive”).
FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENTBusiness Loan and Security Agreement • March 5th, 2020 • ICF International, Inc. • Services-management consulting services • Virginia
THIS FIFTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed as of May 17, 2017, and is by and among (i) PNC BANK, NATIONAL ASSOCIATION, acting in the capacity of a Term Facility Lender, Revolving Facility Lender, the Swing Line Lender and as the Administrative Agent for the Lenders; (ii) certain other "Lender" parties to this Fifth Amended and Restated Business Loan and Security Agreement from time to time; (iii) ICF INTERNATIONAL, INC., a Delaware corporation, ICF CONSULTING GROUP, INC., a Delaware corporation and certain other "Borrower" parties to this Fifth Amended and Restated Business Loan and Security Agreement from time to time; and (iv) PNC CAPITAL MARKETS LLC, CITIZENS BANK, N.A. and WELLS FARGO SECURITIES, LLC, acting in the capacity of joint lead arrangers.
ICF INTERNATIONAL, INC. RESTRICTED STOCK AWARD AGREEMENT (Non-Employee Director Award)Restricted Stock Award Agreement • May 12th, 2008 • ICF International, Inc. • Services-management consulting services • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is by and between ICF International, Inc., a Delaware corporation (the “Corporation”), and Eileen O’Shea Auen (the “Participant”), a non-employee director of the Corporation, and is effective as of the closing of business on March 14, 2008 (the “Effective Date”).
RESTATED SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • December 30th, 2008 • ICF International, Inc. • Services-management consulting services • Virginia
THIS RESTATED SEVERANCE PROTECTION AGREEMENT dated December 29, 2008 (the “Agreement”), by and between ICF International, Inc., a Delaware corporation (the “Company”), and Sudhakar Kesavan (the “Executive”).
ICF International, Inc. 2018 Omnibus Incentive Plan Performance Share Award AgreementPerformance Share Award Agreement • June 1st, 2018 • ICF International, Inc. • Services-management consulting services • Delaware
ICF International, Inc. 2018 Omnibus Incentive Plan Performance Share Award AgreementPerformance Share Award Agreement • June 1st, 2018 • ICF International, Inc. • Services-management consulting services • Delaware
ICF INTERNATIONAL, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 14th, 2006 • ICF International, Inc. • Services-management consulting services • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is by and between ICF International, Inc., a Delaware corporation (the “Corporation”), and Alan Stewart (the “Participant”), an employee of the Corporation or one or more of its subsidiaries, and is effective as of the opening of business on September 28, 2006 (the “Effective Date”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2006 • ICF International, Inc. • Services-management consulting services • Virginia
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated September 27, 2006, is by and between ICF International, Inc., a Delaware corporation headquartered at 9300 Lee Highway, Fairfax, Virginia (the “Company”), and Sudhakar Kesavan (the “Executive”).
FIRST MODIFICATION TO SECOND AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTSBusiness Loan and Security Agreement • March 2nd, 2012 • ICF International, Inc. • Services-management consulting services
THIS FIRST MODIFICATION TO SECOND AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Modification”), dated as of March 31, 2009, is made by and among (i) CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank (“Citizens Bank”), acting in its capacity as the administrative agent for the Lenders (the “Administrative Agent”), having offices at 8521 Leesburg Pike, Suite 405, Vienna, Virginia 22182; and (ii) ICF CONSULTING GROUP, INC., a Delaware corporation (“ICFG”), ICF INTERNATIONAL, INC., a Delaware corporation (“ICF International”), and each other “Borrower” party to the hereinafter referenced Loan Agreement from time to time (together with ICFG and ICF International, each, a “Borrower” and collectively, the “Borrowers”), each having offices at 9300 Lee Highway, Fairfax, Virginia 22031. Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Loan Agreement.
AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT dated as of October 5, 2005 by and among ICF CONSULTING GROUP HOLDINGS, INC. and ICF CONSULTING GROUP, INC. and other “Borrower” parties hereto from time to time, as Borrowers, CITIZENS BANK OF...Business Loan and Security Agreement • September 12th, 2006 • ICF International, Inc. • Services-management consulting services • Virginia
THIS AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed as of October 5th, 2005, and is by and among (i) CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender and as Agent for the Lenders; (ii) CHEVY CHASE BANK, F.S.B., a federal savings bank (“Chevy Chase Bank”), PNC BANK, NATIONAL ASSOCIATION, as successor-in-interest to Riggs Bank, N.A., a national banking association (“PNC Bank”), COMMERCE BANK, N.A., a national banking association (“Commerce Bank”), and other “Lender” parties to this Amended and Restated Business Loan and Security Agreement from time to time; (iii) ICF CONSULTING GROUP, INC., a Delaware corporation, ICF CONSULTING GROUP HOLDINGS, INC., a Delaware corporation, ICF CONSULTING LIMITED, a private limited company organized under the laws of England and Wales, COMMENTWORKS.COM COMPANY, L.L.C., a Delaware limited liability company, THE K.S. CRUMP GROUP, L.L.C., a Delawa
ICF International, Inc. 2018 Omnibus Incentive Plan Performance Share Award AgreementPerformance Share Award Agreement • March 13th, 2024 • ICF International, Inc. • Services-management consulting services
THIS AGREEMENT, effective as of the Grant Date set forth below, represents a grant of performance shares (“Performance Shares”) by ICF International, Inc., a Delaware corporation (the “Company”), to the Participant named below, pursuant to the provisions of the ICF International, Inc. Amended and Restated 2018 Omnibus Incentive Plan, as amended (the “Plan”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 2nd, 2012 • ICF International, Inc. • Services-management consulting services • Virginia
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of this 12th day of December, 2011, by and among ICF Consulting Group, Inc., a Delaware corporation (“Purchaser”), Scott K. Walker (“Walker”), William F. Loving (“Loving”), Thomas K. Luck, as Trustee of the John D. Whitlock 2010 Irrevocable Trust (“Whitlock”), and Hot Technology Holdings, L.L.C., a Virginia limited liability company (“HTH”) (Walker, Loving, Whitlock and HTH each, individually, an “Initial Member” and, collectively, the “Initial Members”).
December 20, 2006Severance Protection Agreement • December 20th, 2006 • ICF International, Inc. • Services-management consulting services
EQUITY PURCHASE AGREEMENT by and among CREATIVE SYSTEMS AND CONSULTING, L.L.C., a Virginia limited liability company, PROJECT APPLE HOLDINGS, LLC, a Virginia limited liability company, Vanitha Khera, individually Vishal Khera, individually and as...Equity Purchase Agreement • December 17th, 2021 • ICF International, Inc. • Services-management consulting services • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 13, 2021 (the “Execution Date”), by and among ICF Incorporated, L.L.C., a Delaware limited liability company (the “Purchaser”), Project Apple Holdings, LLC, a Virginia limited liability company (the “LLC Seller”), Creative Systems and Consulting, L.L.C., a Virginia limited liability company (the “Company”), and Vanitha Khera, individually, and Vishal Khera, individually and as Trustee of the Dewdrop Trust dated October 30, 2020 (collectively, the “Individual Sellers”; the LLC Seller and the Individual Sellers are referred to collectively, as the “Sellers” and each, a “Seller”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 6th, 2009 • ICF International, Inc. • Services-management consulting services • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this 27th day of March, 2009, by and among ICF Consulting Group, Inc., a Delaware corporation (“Purchaser”), ICF International, Inc., a Delaware corporation (“ICF”), infoGROUP Inc., a Delaware corporation (“Parent”), and Opinion Research Corporation, a Delaware corporation (“Seller”).
December 12, 2008 John Wasson ICF International, Inc.Severance Agreement • December 18th, 2008 • ICF International, Inc. • Services-management consulting services
600,000,000 REVOLVING CREDIT FACILITY $300,000,000 TERM LOAN $400,000,000 DELAYED DRAW TERM LOAN AMENDED AND RESTATED CREDIT AGREEMENT by and among ICF INTERNATIONAL, INC. and ICF CONSULTING GROUP, INC. as Borrowers, and THE GUARANTORS PARTY HERETO...Credit Agreement • May 10th, 2022 • ICF International, Inc. • Services-management consulting services • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of May 6, 2022 and is made by and among ICF International, Inc., a Delaware corporation, and (“ICF”), ICF Consulting Group, Inc., a Delaware corporation (“Consulting”; and together with ICF, the “Borrowers”), the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined), Swingline Loan Lender (as hereinafter defined) and Issuing Lender (as hereinafter defined).
This document constitutes part of the prospectus covering securities that have been registered under the Securities Act of 1933.Restricted Stock Unit Award Agreement • July 31st, 2015 • ICF International, Inc. • Services-management consulting services • Delaware
THIS AGREEMENT, effective as of the Date of Grant set forth below, represents a grant of Restricted Stock Units (“RSUs”) by ICF International, Inc., a Delaware corporation (the “Company”), to the Participant named below, pursuant to the provisions of the ICF International, Inc. 2010 Omnibus Incentive Plan, as amended (the “Plan”).
EMPLOYMENT AND NON-COMPETE AGREEMENTEmployment Agreement • June 23rd, 2006 • ICF International, Inc. • Services-management consulting services • Virginia
EMPLOYMENT AND NON-COMPETE AGREEMENT (“Agreement”), dated as of October 1, 2005, by and between ICF Consulting Group, Inc., a Delaware corporation (hereinafter referred to as “Employer”), and Gerald Croan, an individual (hereinafter referred to as “Employee”) residing at the address set forth on the signature page hereof.
ICF International, Inc. 2018 Omnibus Incentive Plan Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • March 13th, 2024 • ICF International, Inc. • Services-management consulting services
THIS AGREEMENT, effective as of the Date of Grant set forth below, represents a grant of Restricted Stock Units (“RSUs”) by ICF International, Inc., a Delaware corporation (the “Company”), to the Participant named below, pursuant to the provisions of the ICF International, Inc. Amended and Restated 2018 Omnibus Incentive Plan, as amended (the “Plan”).
Confidential Treatment is Requested by ICF International, Inc. Pursuant to 17 C.F.R. 200.83 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS...Agreement and Plan of Merger • February 27th, 2015 • ICF International, Inc. • Services-management consulting services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 21, 2014, is made and entered into by and among ICF INTERNATIONAL, INC., a Delaware corporation (the “Purchaser”), ICF 2014 MERGER CORP., a Delaware corporation (“Merger Sub”), OCO HOLDINGS, INC., a Delaware corporation (the “Company”) and OCO REP SERVICES LLC, a Delaware limited liability company (“Holder Representative”). The Purchaser, Merger Sub, the Company and Holder Representative are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER BY AND AMONG ICF CONSULTING GROUP, INC. ICF INTERNATIONAL, INC. ICF CONSULTING GROUP ACQUISITION, INC. JONES & STOKES ASSOCIATES, INC. THE OTHER PARTIES NAMED HEREIN AND JOHN W. COWDERY, AS SHAREHOLDERS REPRESENTATIVE...Merger Agreement • February 15th, 2008 • ICF International, Inc. • Services-management consulting services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 23, 2008 (this “Agreement”), by and among ICF Consulting Group, Inc., a Delaware corporation (“Buyer”), ICF International, Inc., a Delaware corporation (“Buyer’s Parent”), ICF Consulting Group Acquisition, Inc., a California corporation (“Merger Sub”), Jones & Stokes Associates, Inc., a California corporation (the “Company”), the Company shareholders listed on the signature pages to this Agreement under the caption “Principal Shareholders” (each, a “Principal Shareholder” and collectively, the “Principal Shareholders”) and John W. Cowdery as Shareholders Representative. Buyer, Buyer’s Parent, Merger Sub, the Company, the Principal Shareholders and Shareholders Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST MODIFICATION TO THIRD AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTSBusiness Loan and Security Agreement • November 6th, 2013 • ICF International, Inc. • Services-management consulting services
THIS FIRST MODIFICATION TO THIRD AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Modification”), dated as of July 31, 2013, is made by and among (i) CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank (“Citizens Bank”), acting in its capacity as the administrative agent for the Lenders (the “Administrative Agent”); (ii) Citizens Bank, acting in its capacity as a Lender, and the other “Lender” parties to the hereinafter referenced Loan Agreement (collectively, the “Lenders”); and (iii) ICF International, Inc., ICF Consulting Group, Inc., and all other “Borrower” parties to the Loan Agreement from time to time (collectively, the “Borrowers”). Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Loan Agreement.
RESTRICTED STOCK AGREEMENT ICF CONSULTING GROUP, INC.Restricted Stock Agreement • September 12th, 2006 • ICF International, Inc. • Services-management consulting services • Delaware
This RESTRICTED STOCK AGREEMENT (the “Agreement”) is entered into as of the 6th day of September, 2005 by and between ICF Consulting Group, Inc., a Delaware corporation (the “Company”), and Ellen Glover, the Executive Vice President of the Company (the “Executive”).
STOCK PURCHASE AGREEMENT BY AND AMONG ICF CONSULTING GROUP, INC. ICF CONSULTING GROUP HOLDINGS, INC. TERRENCE R. COLVIN WESLEY C. PICKARD DONALD L. ZIMMERMAN AND THE OTHER SHAREHOLDERS OF SYNERGY, INC. Effective January 1, 2005Stock Purchase Agreement • May 11th, 2006 • ICF International, Inc.
This Table of Contents is for convenience of reference only and is not intended to define, limit or describe the scope, intent or meaning of any provision of this Agreement.
This document constitutes part of the prospectus covering securities that have been registered under the Securities Act of 1933.Restricted Stock Unit Award Agreement • June 1st, 2018 • ICF International, Inc. • Services-management consulting services • Delaware
THIS AGREEMENT, effective as of the Date of Grant set forth below, represents a grant of Restricted Stock Units (“RSUs”) by ICF International, Inc., a Delaware corporation (the “Company”), to the Participant named below, pursuant to the provisions of the ICF International, Inc. 2018 Omnibus Incentive Plan (the “Plan”).
ICF International, Inc. 2010 Omnibus Incentive Plan, as amended Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • March 8th, 2017 • ICF International, Inc. • Services-management consulting services • Delaware
THIS AGREEMENT, effective as of the Date of Grant set forth below, represents a grant of Restricted Stock Units (“RSUs”) by ICF International, Inc., a Delaware corporation (the “Company”), to the Participant named below, pursuant to the provisions of the ICF International, Inc. 2010 Omnibus Incentive Plan, as amended (the “Plan”).
SECOND MODIFICATION TO SECOND AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTSBusiness Loan and Security Agreement • November 3rd, 2011 • ICF International, Inc. • Services-management consulting services
THIS SECOND MODIFICATION TO SECOND AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Modification”), dated as of September 22, 2011, is made by and among (i) CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank (“Citizens Bank”), acting in its capacity as the administrative agent for the Lenders (the “Administrative Agent”), having offices at 8521 Leesburg Pike, Suite 405, Vienna, Virginia 22182; and (ii) ICF CONSULTING GROUP, INC., a Delaware corporation (“ICFG”), ICF INTERNATIONAL, INC., a Delaware corporation (“ICF International”), and each other “Borrower” party to the hereinafter referenced Loan Agreement from time to time (together with ICFG and ICF International, each, a “Borrower” and collectively, the “Borrowers”), each having offices at 9300 Lee Highway, Fairfax, Virginia 22031. Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Loan Agreement.
Seventh Amendment of ContractContract • December 19th, 2007 • ICF International, Inc. • Services-management consulting services
This Seventh Amendment (the Seventh Amendment) is made and entered into on December 18, 2007, by and between the State of Louisiana, through the Division of Administration, Office of Community Development (hereinafter referred to as “OCD”) and ICF Emergency Management Services, LLC (hereinafter referred to either as “ICF” or “Contractor”). Capitalized terms used in the amendment but not defined herein have the meanings ascribed to them in the hereinafter described Contract.
Second AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 28th, 2024 • ICF International, Inc. • Services-management consulting services • New York
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of November 6, 2023 (the “Effective Date”), and is made by and among ICF INTERNATIONAL, INC., a Delaware corporation (“ICF”), ICF CONSULTING GROUP, INC., a Delaware corporation (“Consulting”; and together with ICF, the “Borrowers”), the GUARANTORS (as defined in the Credit Agreement (as hereinafter defined)), the LENDERS (as defined in the Credit Agreement (as hereinafter defined)), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
RESTON STATION FAIRFAX COUNTY, VIRGINIA DEED OF LEASE between CRS PLAZA II, LC as LANDLORD and ICF CONSULTING GROUP, INC., as TENANT October 24, 2019Deed of Lease • October 30th, 2019 • ICF International, Inc. • Services-management consulting services • Virginia
Premises: 1902 Reston Metro Plaza, Suites 200, 900, 1000, 1100, 1200, 1300, 1400, 1500, and 1600, Reston Virginia 20190. The Premises consist of approximately 208,274 square feet of Net Rentable Area on floor P-2.5 and the entire 9th through 16th floors, inclusive, of the Building (hereinafter defined), as shown on the floor plans attached hereto as Exhibit B. The Net Rentable Area of the Premises does not include the square footage of Tenant’s Rooftop Deck (as hereinafter defined).
FIFTH MODIFICATION TO AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTSBusiness Loan and Security Agreement • December 7th, 2007 • ICF International, Inc. • Services-management consulting services
THIS FIFTH MODIFICATION TO AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Modification”), dated as of December 3, 2007, is made by and among (i) CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank (“Citizens Bank”), acting in its capacity as the agent for the Lenders (the “Agent”), having offices at 8521 Leesburg Pike, Suite 405, Vienna, Virginia 22182; (ii) CITIZENS BANK, acting in its capacity as a Lender, and each other “Lender” party to the hereinafter defined Loan Agreement (each, a “Lender” and collectively, the “Lenders”); and (iii) ICF CONSULTING GROUP, INC., a Delaware corporation (the “Primary Operating Company”), ICF INTERNATIONAL, INC., a Delaware corporation (the “Parent Company”), and each other “Borrower” party to the Loan Agreement (together with the Primary Operating Company and the Parent Company, each, a “Borrower” and collectively, the “Borrowers”), each having offices at 9300 Lee Highway, Fairfax, Virginia 2
March 1, 2010 Mr. Ronald P. Vargo 10160 Gaywood Road Dallas, Texas 75229Severance Benefit/Protection Agreement • May 6th, 2010 • ICF International, Inc. • Services-management consulting services • Texas
In consideration of your agreement to assume the duties and responsibilities of the Chief Financial Officer of ICF International, Inc. and its affiliates (collectively, the “Company”) effective March 1, 2010, the Company hereby offers you the severance protection set forth below in this letter agreement (the “Agreement”). The Company intends that the terms of this Agreement shall comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, as well as the regulations and guidance issued thereunder (collectively, “Section 409A”) and shall be construed consistently with such intent. This Agreement will remain in effect through February 28, 2014. On and after March 1, 2014, and each anniversary of such date thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than October 1 of the prior year, the Company or you shall have given notice not to extend the term of this Agreement.
