Common use of Code §409A Compliance Clause in Contracts

Code §409A Compliance. This Agreement is intended to provide payments which are exempt from Code §409A to the maximum extent permissible thereunder (e.g., as either short-term deferrals and/or separation pay plan benefits within the meaning of Treasury Regulations §§ 1.409A-1(b)(4) and 1.409A-1(b)(9), respectively) or, alternatively, to comply with the requirements of Code §409A and guidance issued thereunder, and shall be construed accordingly. If Executive is a “specified employee” within the meaning of Treasury Regulation § 1.409A-1(i), any payments or distributions payable to Executive under this Agreement upon his/her 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 six (6) months after the date of such Separation from Service or, if earlier, Executive’s death. 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 ninety (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.

Code §409A Compliance. This Agreement is intended to provide payments which are exempt from Code §409A to the maximum extent permissible thereunder (e.g., as either short-term deferrals and/or separation pay plan benefits within the meaning of Treasury Regulations §§ 1.409A-1(b)(4) and 1.409A-1(b)(9), respectively) or, alternatively, to comply with the requirements of Code §409A and guidance issued thereunder, and shall be construed accordingly. If Executive is a “specified employee” within the meaning of Treasury Regulation § 1.409A-1(i), any payments or distributions payable to Executive under this Agreement upon his/her 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 six (6) months after the date of such Separation from Service or, if earlier, Executive’s death. 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 ninety (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).

Code §409A Compliance. This Agreement is intended to provide payments which are exempt from Code §409A to the maximum extent permissible thereunder (e.g., as either short-term deferrals and/or separation pay plan benefits within the meaning of Treasury Regulations §§ 1.409A-1(b)(4) and 1.409A-1(b)(9), respectively) or, alternatively, to comply with the requirements of Code §409A and guidance issued thereunder, and shall be construed accordingly. If Executive is a “specified employee” within the meaning of Treasury Regulation § 1.409A-1(i), any payments or distributions payable to Executive under this Agreement upon his/her 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 six (6) 6 months after the date of such Separation from Service or, if earlier, Executive’s death. 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 ninety (90) 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.