Common use of Code Section 409 Clause in Contracts

Code Section 409. This Agreement is intended to be exempted from the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent. The Executive hereby agrees that the Company may, without further consent from the Executive, make any and all changes to this Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on the Executive pursuant to Section 409A of the Code, while not substantially reducing the aggregate value to the Executive of the payments and benefits to, or otherwise adversely affecting the rights of, the Executive under this Agreement. In the case of any reimbursement payment which is required to be made “promptly” under this Agreement, such payment will be made in all instances no later than December 31 of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoing, if any payments or benefits under this Agreement become subject to Section 409A of the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if the Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the Date of Termination, any amount of such Non-Exempt Payments which would be paid prior to the six-month anniversary of the Date of Termination shall instead be accumulated and paid to the Executive in a lump sum payment within five (5) business days after such six-month anniversary.

Code Section 409. This Agreement is intended to be exempted from the requirements of comply with Section 409A of the Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in kind distributions, and shall be interpreted and construed consistent with that intentadministered accordingly. The Executive hereby agrees that the Company may, without further consent from the Executive, make any and all the minimum changes to this Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on the Executive pursuant to Section 409A of the Code, while . The Company can not substantially reducing the aggregate value to the Executive of guarantee that the payments and benefits to, that may be paid or otherwise adversely affecting provided pursuant to this Agreement will satisfy all applicable provisions of Section 409A of the rights of, the Executive under this AgreementCode. In the case of any reimbursement payment which is required to be made “promptly” promptly under this Agreement, such payment will be made in all instances no later than December 31 of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoing, if any payments or benefits under this Agreement become subject to Section 409A of the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if the Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the Date date of Terminationtermination, any amount of such Non-Exempt Payments which would be paid prior to the six-month anniversary of the Date date of Termination termination shall instead be accumulated and paid to the Executive in a lump sum payment within five (5) business days after such six-month anniversary. A termination of employment shall be deemed to occur only if it is a “separation from service” as such term is defined under Code Section 409A, and references to “termination,” “termination of employment,” or like terms shall mean a “separation from service.”

Code Section 409. This Agreement To the extent applicable, it is intended to that this Agreement comply with or as applicable, constitute a short-term deferral or otherwise be exempted exempt from the requirements provisions of Section 409A of the Codeinternal revenue code of 1986, as amended and the regulations and guidance promulgated there under (“Section 409A”). This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). You and we agree that your termination of employment shall be interpreted and construed consistent with that intent. The Executive hereby agrees that considered a “separation from service” from the Company maywithin the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, without further consent from the Executive, make any amounts that would otherwise be payable and all changes benefits that would otherwise be provided pursuant to this Agreement as may during the six-month period immediately following your separation from service shall instead be necessary or appropriate to avoid the imposition of additional taxes or penalties paid on the Executive pursuant to Section 409A first business day after the date that is six months following your termination of the Codeemployment (or upon your death, while not substantially reducing the aggregate value to the Executive of the payments and benefits to, or otherwise adversely affecting the rights of, the Executive under this Agreementif earlier). In the case addition, for purposes of any reimbursement payment which is required to be made “promptly” under this Agreement, each amount to be paid or benefit to be provided to you pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement, (i) the amount of such payment will expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made in all instances no later than December 31 the end of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoingrelated expenses were incurred, if any payments or benefits under this Agreement become subject to Section 409A of the Codeexcept, then for the purpose of complying therewithin each case, to the extent such payments or benefits do that the right to reimbursement does not satisfy provide for a “deferral of compensation” within the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under meaning of Section 409A or as otherwise set forth in Section 2 of the Code (the “Non-Exempt Payments”), if the Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the Date of Termination, any amount of such Non-Exempt Payments which would be paid prior to the six-month anniversary of the Date of Termination shall instead be accumulated and paid to the Executive in a lump sum payment within five (5) business days after such six-month anniversarythis Agreement.