Common use of Code §409A Compliance Clause in Contracts

Code §409A Compliance. This Agreement is intended to comply with the requirements of Code §409A and guidance issued thereunder (with the severance pay and benefits to be exempt from, or in compliance with, Code §409A) and shall be construed accordingly. Any payments or distributions payable to Executive under this Agreement upon his Separation from Service of amounts classified as “nonqualified deferred compensation” for purposes of Code §409A, and not exempt from Code §409A, shall in no event be made or commence until 6 months after the date of such Separation from Service. Each payment under this Agreement (whether of cash, property or benefits) shall be treated as a separate payment for purposes of Code §409A. With respect to payments or benefits provided under this Agreement that are reimbursements or in-kind payments that are not exempt from Code §409A, the amount of such payment(s) or benefit(s) during any calendar year shall not affect payment(s) or benefit(s) provided in any other calendar year, and the right to any payment(s) or benefit(s) shall not be subject to liquidation or exchange for another benefit. Any reimbursements under this Agreement shall be paid as soon as practicable but no later than 90 days after Executive submits evidence of such expenses to the Company (which payment date shall in no event be later than the last day of the calendar year following the calendar year in which the expense was incurred).