Common use of Code Section 409A Compliance Clause in Contracts

Code Section 409A Compliance. Where Section (6) refers to Employee’s termination of employment for purposes of receiving any payment, whether such a termination has occurred will be determined in accordance with Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h) (or any successor provisions). Where the Employment Agreement requires the following payments to be made to Employee, the following rules shall apply, and any inconsistent provision is superseded: To the extent that this Employment Agreement requires that a payment shall be made upon or as soon as reasonably practicable after an event (e.g., termination of employment), such payment shall be made no later than sixty (60) days after the occurrence of such event (or, if earlier, within two-and-a-half (2 1/2) months following the end of the Employee’s taxable year in which such event occurs). Employee may not designate the year of such payment. To the extent that benefits under Section (6) are contingent upon Employee providing a General Release, Employee shall sign and return the General Release within the reasonable time period designated by the Corporation, which shall be no less than twenty-one (21) days but no more than forty-five (45) days. If such designated time period for review and revocation of the General Release crosses calendar years, payments for the period for review and return of the Release shall be made in the later calendar year. Any payments that would otherwise be made during the period for review and revocation of the General Release will be made on the first scheduled payment date after such period ends. To the extent that the Employment Agreement provides for the reimbursement of specified expenses incurred by Employee, such reimbursement shall be made in accordance with the provisions of the Employment Agreement, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred. The amount of expenses eligible for reimbursement or in-kind benefits provided by the Corporation in any taxable year of Employee shall not affect the amount of expenses or in-kind benefits to be reimbursed or provided in any other year (except in the case of maximum benefits to be provided under a medical reimbursement arrangement, if applicable). Bonus otherwise payable under the Employment Agreement after the end of a bonus plan performance period shall be paid within two-and-a-half (2 1/2) months after the end of the fiscal year of the Corporation to which such Bonus relates. Each payment in respect of Employee’s termination of employment under Section 6 of the Employment Agreement is designated as a separate payment for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). If Employee is designated as a “specified Executive” within the meaning of Code Section 409A (while the Corporation is publicly traded on any securities market), any deferred compensation payment subject to Section 409A to be made during the six-month period following Employee’s termination of employment shall be withheld and the amount of the payments withheld will be paid in a lump sum, without interest, during the seventh month after Employee’s termination; provided, however, that if Employee dies prior to the expiration of such six month period, payment to Employee beneficiary shall be made as soon as reasonably practicable following Employee’s death. The Corporation shall identify in writing delivered to Employee any payments it reasonably determines are subject to delay under this Section. In no event shall the Corporation have any liability or obligation with respect to taxes for which Employee may become liable as a result of the application of Code Section 409A.

Code Section 409A Compliance. Where To the extent that the provisions of Section 409A of the Code or any U.S. Department of the Treasury regulations promulgated thereunder are applicable to any Restricted Stock Unit or Dividend Equivalent, the parties intend that this Agreement will meet the requirements of such Code section and regulations and that the provisions hereof will be interpreted in a manner that is consistent with such intent. If, however, the Grantee is liable for the payment of any tax, penalty or interest pursuant to Section 409A of the Code, or any successor or like provision (6the “409A Tax”), with respect to this Agreement any payments or property transfers received or to be received under this Agreement or otherwise, the Company will pay the Grantee an amount (the “Special Reimbursement”) refers which, after payment to Employeethe Grantee (or on the Grantee’s termination behalf) of employment for purposes any federal, state and local taxes, including, without limitation, any further tax, penalty or interest under Section 409A of receiving any the Code, with respect to or resulting from the Special Reimbursement, equals the net amount of the 409A Tax. Any payment due to the Grantee under this Section will be made to the Grantee, or on behalf of the Grantee, as soon as practicable after the determination of the amount of such payment, whether but no sooner than the date on which the Company is required to withhold such a termination has occurred amount or the Grantee is required to pay such amount to the Internal Revenue Service. Notwithstanding the foregoing, all payments under this Section will be determined made to the Grantee, or on the Grantee’s behalf, no later than the end of the calendar year immediately following the calendar year in accordance which the Grantee or the Company paid the related 8 ‌ ​ taxes, interest or penalties. The Grantee will cooperate with the Company in taking such actions as the Company may reasonably request to assure that this Agreement will meet the requirements of Section 409A of the Code and any U.S. Department of the Treasury regulations promulgated thereunder and to limit the amount of any additional payments required by this Section to be made to the Grantee. The Company represents and warrants that the Restricted Stock Units satisfy all requirements under Section 409A of the Code and any U.S. Department of the Treasury regulations promulgated thereunder such that the Restricted Stock Units are exempt from or compliant with Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h) (or any successor provisions). Where the Employment Agreement requires the following payments to be made to Employee, the following rules shall apply, and any inconsistent provision is superseded: To the extent that this Employment Agreement requires that a payment shall be made upon or as soon as reasonably practicable after an event (e.g., termination of employment), such payment shall be made no later than sixty (60) days after the occurrence of such event (or, if earlier, within two-and-a-half (2 1/2) months following the end of the Employee’s taxable year in which such event occurs). Employee may not designate the year of such payment. To the extent that benefits under Section (6) are contingent upon Employee providing a General Release, Employee shall sign and return the General Release within the reasonable time period designated by the Corporation, which shall be no less than twenty-one (21) days but no more than forty-five (45) days. If such designated time period for review and revocation of the General Release crosses calendar years, payments for the period for review and return of the Release shall be made in the later calendar year. Any payments that would otherwise be made during the period for review and revocation of the General Release will be made on the first scheduled payment date after such period ends. To the extent that the Employment Agreement provides for the reimbursement of specified expenses incurred by Employee, such reimbursement shall be made in accordance with the provisions of the Employment Agreement, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred. The amount of expenses eligible for reimbursement or in-kind benefits provided by the Corporation in any taxable year of Employee shall not affect the amount of expenses or in-kind benefits to be reimbursed or provided in any other year (except in the case of maximum benefits to be provided under a medical reimbursement arrangement, if applicable). Bonus otherwise payable under the Employment Agreement after the end of a bonus plan performance period shall be paid within two-and-a-half (2 1/2) months after the end of the fiscal year of the Corporation to which such Bonus relates. Each payment in respect of Employee’s termination of employment under Section 6 of the Employment Agreement is designated as a separate payment for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). If Employee is designated as a “specified Executive” within the meaning of Code Section 409A (while the Corporation is publicly traded on any securities market), any deferred compensation payment subject to Section 409A to be made during the six-month period following Employee’s termination of employment shall be withheld and the amount of the payments withheld will be paid in a lump sum, without interest, during the seventh month after Employee’s termination; provided, however, that if Employee dies prior to the expiration of such six month period, payment to Employee beneficiary shall be made as soon as reasonably practicable following Employee’s death. The Corporation shall identify in writing delivered to Employee any payments it reasonably determines are subject to delay under this Section. In no event shall the Corporation have any liability or obligation with respect to taxes for which Employee may become liable as a result of the application of Code Section 409A.Code.

Code Section 409A Compliance. Where To the extent that the provisions of Section 409A of the Code or any U.S. Department of the Treasury regulations promulgated thereunder are applicable to any Restricted Stock Unit or Dividend Equivalent, the parties intend that this Agreement will meet the requirements of such Code section and regulations and that the provisions hereof will be interpreted in a manner that is consistent with such intent. If, however, the Grantee is liable for the payment of any tax, penalty or interest pursuant to Section 409A of the Code, or any successor or like provision (6the “409A Tax”), with respect to this Agreement any payments or property transfers received or to be received under this Agreement or otherwise, the Company will pay the Grantee an amount (the “Special Reimbursement”) refers which, after payment to Employeethe Grantee (or on the Grantee’s termination behalf) of employment for purposes any federal, state and local taxes, including, without limitation, any further tax, penalty or interest under Section 409A of receiving any the Code, with respect to or resulting from the Special Reimbursement, equals the net amount of the 409A Tax. Any payment due to the Grantee under this Section will be made to the Grantee, or on behalf of the Grantee, as soon as practicable after the determination of the amount of such payment, whether but no sooner than the date on which the Company is required to withhold such a termination has occurred amount or the Grantee is required to pay such amount to the Internal Revenue Service. Notwithstanding the foregoing, all payments under this Section will be determined made to the Grantee, or on the Grantee’s behalf, no later than the end of the calendar year immediately following the calendar year in accordance which the Grantee or the Company paid the related taxes, interest or penalties. The Grantee will cooperate with the Company in taking such actions as the Company may reasonably request to assure that this Agreement will meet the requirements of Section 409A of the Code and any U.S. Department of the Treasury regulations promulgated thereunder and to limit the amount of any additional payments required by this Section to be made to the Grantee. The Company represents and warrants that the Restricted Stock Units satisfy all requirements under Section 409A of the Code and any U.S. Department of the Treasury regulations promulgated thereunder such that the Restricted Stock Units are exempt from or compliant with Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h) (or any successor provisions). Where the Employment Agreement requires the following payments to be made to Employee, the following rules shall apply, and any inconsistent provision is superseded: To the extent that this Employment Agreement requires that a payment shall be made upon or as soon as reasonably practicable after an event (e.g., termination of employment), such payment shall be made no later than sixty (60) days after the occurrence of such event (or, if earlier, within two-and-a-half (2 1/2) months following the end of the Employee’s taxable year in which such event occurs). Employee may not designate the year of such payment. To the extent that benefits under Section (6) are contingent upon Employee providing a General Release, Employee shall sign and return the General Release within the reasonable time period designated by the Corporation, which shall be no less than twenty-one (21) days but no more than forty-five (45) days. If such designated time period for review and revocation of the General Release crosses calendar years, payments for the period for review and return of the Release shall be made in the later calendar year. Any payments that would otherwise be made during the period for review and revocation of the General Release will be made on the first scheduled payment date after such period ends. To the extent that the Employment Agreement provides for the reimbursement of specified expenses incurred by Employee, such reimbursement shall be made in accordance with the provisions of the Employment Agreement, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred. The amount of expenses eligible for reimbursement or in-kind benefits provided by the Corporation in any taxable year of Employee shall not affect the amount of expenses or in-kind benefits to be reimbursed or provided in any other year (except in the case of maximum benefits to be provided under a medical reimbursement arrangement, if applicable). Bonus otherwise payable under the Employment Agreement after the end of a bonus plan performance period shall be paid within two-and-a-half (2 1/2) months after the end of the fiscal year of the Corporation to which such Bonus relates. Each payment in respect of Employee’s termination of employment under Section 6 of the Employment Agreement is designated as a separate payment for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). If Employee is designated as a “specified Executive” within the meaning of Code Section 409A (while the Corporation is publicly traded on any securities market), any deferred compensation payment subject to Section 409A to be made during the six-month period following Employee’s termination of employment shall be withheld and the amount of the payments withheld will be paid in a lump sum, without interest, during the seventh month after Employee’s termination; provided, however, that if Employee dies prior to the expiration of such six month period, payment to Employee beneficiary shall be made as soon as reasonably practicable following Employee’s death. The Corporation shall identify in writing delivered to Employee any payments it reasonably determines are subject to delay under this Section. In no event shall the Corporation have any liability or obligation with respect to taxes for which Employee may become liable as a result of the application of Code Section 409A.Code.

Code Section 409A Compliance. Where Section (6) refers to Employee’s termination of employment for purposes of receiving any payment, whether such a termination has occurred will be determined in accordance with Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h) (or any successor provisions). Where the Employment Agreement requires the following payments to be made to Employee, the following rules shall apply, and any inconsistent provision is superseded: To the extent that this Employment Agreement requires that a payment shall be made upon or as soon as reasonably practicable after an event (e.g., termination of employment), such payment shall be made no later than sixty (60) days after the occurrence of such event (or, if earlier, within two-and-a-half (2 1/2) months following the end of the Employee’s taxable year in which such event occurs). Employee may not designate the year of such payment. To the extent that benefits under Section (6) are contingent upon Employee providing a General Release, Employee shall sign and return the General Release within the reasonable time period designated by the Corporation, which shall be no less than twenty-one (21) days but no more than forty-five (45) days. If such designated time period for review and revocation of the General Release crosses calendar years, payments for the period for review and return of the Release shall be made in the later calendar year. Any payments that would otherwise be made during the period for review and revocation of the General Release will be made on the first scheduled payment date after such period ends. To the extent that the Employment provisions of Section 409A of the Code or any U.S. Department of the Treasury regulations promulgated thereunder are applicable to any Option, the parties intend that this Agreement provides will meet the requirements of such Code section and regulations and that the provisions hereof will be interpreted in a manner that is consistent with such intent. If, however, the Grantee is liable for the reimbursement payment of specified expenses incurred by Employeeany tax, such reimbursement shall penalty or interest pursuant to Section 409A of the Code, or any successor or like provision (the “409A Tax”), with respect to this Agreement any payments or property transfers received or to be received under this Agreement or otherwise, the Company will pay the Grantee an amount (the “Special Reimbursement”) which, after payment to the Grantee (or on the Grantee’s behalf) of any federal, state and local taxes, including, without limitation, any further tax, penalty or interest under Section 409A of the Code, with respect to or resulting from the Special Reimbursement, equals the net amount of the 409A Tax. Any payment due to the Grantee under this Section will be made in accordance with to the provisions Grantee, or on behalf of the Employment AgreementGrantee, as soon as practicable after the determination of the amount of such payment, but in no event sooner than the date on which the Company is required to withhold such amount or the Grantee is required to pay such amount to the Internal Revenue Service. Notwithstanding the foregoing, all payments under this Section will be made to the Grantee, or on the Grantee’s behalf, no later than the last day end of Employee’s taxable the calendar year immediately following the taxable calendar year in which the expense was incurredGrantee or the Company paid the related taxes, interest or penalties. The amount Grantee will cooperate with the Company in taking such actions as the Company may reasonably request to assure that this Agreement will meet the requirements of expenses eligible for reimbursement or in-kind benefits provided by Section 409A of the Corporation in Code and any taxable year U.S. Department of Employee shall not affect the Treasury regulations promulgated thereunder and to limit the amount of expenses or in-kind benefits any additional payments required by this Section to be reimbursed or provided in any other year (except in made to the case of maximum benefits to be provided Grantee. The Company represents and warrants that the Option satisfies all requirements under a medical reimbursement arrangement, if applicable). Bonus otherwise payable under the Employment Agreement after the end of a bonus plan performance period shall be paid within two-and-a-half (2 1/2) months after the end Section 409A of the fiscal year Code and any U.S. Department of the Corporation to which Treasury regulations promulgated thereunder such Bonus relates. Each payment in respect of Employee’s termination of employment under that the Option is exempt from Section 6 409A of the Employment Agreement Code, including, without limitation, that the Common Stock underlying each Option is designated “service recipient stock” and with respect to an “eligible issuer of service recipient stock” (each as a separate payment for purposes of the short-term deferral rules under Treasury Regulation defined in Section 1.409A-1(b)(4)(i)(F409A) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). If Employee Base Price is designated as a “specified Executive” within not less than the meaning Fair Market Value of Code Section 409A (while the Corporation is publicly traded on any securities market), any deferred compensation payment subject to Section 409A to be made during the six-month period following Employee’s termination of employment shall be withheld and the amount one share of the payments withheld will be paid in a lump sum, without interest, during applicable class of Common Stock on the seventh month after Employee’s termination; provided, however, that if Employee dies prior to the expiration of such six month period, payment to Employee beneficiary shall be made as soon as reasonably practicable following Employee’s death. The Corporation shall identify in writing delivered to Employee any payments it reasonably determines are subject to delay under this Section. In no event shall the Corporation have any liability or obligation with respect to taxes for which Employee may become liable as a result of the application of Code Section 409A.Grant Date.

Code Section 409A Compliance. Where Section (6) refers to Employee’s termination of employment for purposes of receiving any payment, whether such a termination has occurred will be determined in accordance with Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h) (or any successor provisions). Where the Employment Agreement requires the following payments to be made to Employee, the following rules shall apply, and any inconsistent provision is superseded: To the extent that this Employment Agreement requires that a payment shall be made upon or as soon as reasonably practicable after an event (e.g., termination of employment), such payment shall be made no later than sixty (60) days after the occurrence of such event (or, if earlier, within two-and-a-half (2 1/2) months following the end of the Employee’s taxable year in which such event occurs). Employee may not designate the year of such payment. To the extent that benefits under Section (6) are contingent upon Employee providing a General Release, Employee shall sign and return the General Release within the reasonable time period designated by the Corporation, which shall be no less than twenty-one (21) days but no more than forty-five (45) days. If such designated time period for review and revocation of the General Release crosses calendar years, payments for the period for review and return of the Release shall be made in the later calendar year. Any payments that would otherwise be made during the period for review and revocation of the General Release will be made on the first scheduled payment date after such period ends. To the extent that the Employment provisions of Section 409A of the Code or any U.S. Department of the Treasury regulations promulgated thereunder are applicable to any Option, the parties intend that this Agreement provides will meet the requirements of such Code section and regulations and that the provisions hereof will be interpreted in a manner that is consistent with such intent. If, however, the Grantee is liable for the reimbursement payment of specified expenses incurred by Employeeany tax, such reimbursement shall penalty or interest pursuant to Section 409A of the Code, or any successor or like provision (the “409A Tax”), with respect to this Agreement any payments or property transfers received or to be received under this Agreement or otherwise, the Company will pay the Grantee an amount (the “Special Reimbursement”) which, after payment to the Grantee (or on the Grantee’s behalf) of any federal, state and local taxes, including, without limitation, any further tax, penalty or interest under Section 409A of the Code, with respect to or resulting from the Special Reimbursement, equals the net amount of the 409A Tax. Any payment due to the Grantee under this Section will be made in accordance with to the provisions Grantee, or on behalf of the Employment AgreementGrantee, as soon as practicable after the determination of the amount of such payment, but in no event sooner than the date on which the Company is required to withhold such amount or the Grantee is required to pay such amount to the Internal Revenue Service. Notwithstanding the foregoing, all payments under this Section will be made to the Grantee, or on the Grantee’s behalf, no later than the last day end of Employee’s taxable the calendar year immediately following the taxable calendar year in which the expense was incurredGrantee or the Company paid the related taxes, interest or penalties. The amount Grantee will cooperate with the Company in taking such actions as the Company may reasonably request to assure that this Agreement will meet the requirements of expenses eligible for reimbursement or in-kind benefits provided by Section 409A of the Corporation in Code and any taxable year U.S. Department of Employee shall not affect the Treasury regulations promulgated thereunder and to limit the amount of expenses or in-kind benefits any additional payments required by this Section to be reimbursed or provided in any other year (except in made to the case of maximum benefits to be provided Grantee. The Company represents and warrants that the Option satisfies all requirements under a medical reimbursement arrangement, if applicable). Bonus otherwise payable under the Employment Agreement after the end of a bonus plan performance period shall be paid within two-and-a-half (2 1/2) months after the end Section 409A of the fiscal year Code and any U.S. Department of the Corporation to which Treasury regulations promulgated thereunder such Bonus relates. Each payment in respect of Employee’s termination of employment under that the Option is exempt from Section 6 409A of the Employment Agreement Code, including, without limitation, that the Common Stock underlying each Option is designated “service recipient stock” and with respect to an “eligible issuer of service recipient stock” (each as a separate payment for purposes of the short-term deferral rules under Treasury Regulation defined in Section 1.409A-1(b)(4)(i)(F409A) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). If Employee Base Price is designated as a “specified Executive” within not less than the meaning Fair Market Value of Code Section 409A (while one share of Common Stock on the Corporation is publicly traded on any securities market), any deferred compensation payment subject to Section 409A to be made during the six-month period following Employee’s termination of employment shall be withheld and the amount of the payments withheld will be paid in a lump sum, without interest, during the seventh month after Employee’s termination; provided, however, that if Employee dies prior to the expiration of such six month period, payment to Employee beneficiary shall be made as soon as reasonably practicable following Employee’s death. The Corporation shall identify in writing delivered to Employee any payments it reasonably determines are subject to delay under this Section. In no event shall the Corporation have any liability or obligation with respect to taxes for which Employee may become liable as a result of the application of Code Section 409A.Grant Date.

Code Section 409A Compliance. Where Section (6) refers to Employee’s termination of employment for purposes of receiving any payment, whether such a termination has occurred will be determined in accordance with Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h) (or any successor provisions). Where the Employment Agreement requires the following payments to be made to Employee, the following rules shall apply, and any inconsistent provision is superseded: To the extent that this Employment Agreement requires that a payment shall be made upon or as soon as reasonably practicable after an event (e.g., termination of employment), such payment shall be made no later than sixty (60) days after the occurrence of such event (or, if earlier, within two-and-a-half (2 1/21⁄2) months following the end of the Employee’s taxable year in which such event occurs). Employee may not designate the year of such payment. To the extent that benefits under Section (6) are contingent upon Employee providing a General Release, Employee shall sign and return the General Release within the reasonable time period designated by the Corporation, which shall be no less than twenty-one (21) days but no more than forty-five (45) days. If such designated time period for review and revocation of the General Release crosses calendar years, payments for the period for review and return of the Release shall be made in the later calendar year. Any payments that would otherwise be made during the period for review and revocation of the General Release will be made on the first scheduled payment date after such period ends. To the extent that the Employment Agreement provides for the reimbursement of specified expenses incurred by Employee, such reimbursement shall be made in accordance with the provisions of the Employment Agreement, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred. The amount of expenses eligible for reimbursement or in-kind benefits provided by the Corporation in any taxable year of Employee shall not affect the amount of expenses or in-kind benefits to be reimbursed or provided in any other year (except in the case of maximum benefits to be provided under a medical reimbursement arrangement, if applicable). Bonus otherwise payable under the Employment Agreement after the end of a bonus plan performance period shall be paid within two-and-a-half (2 1/21⁄2) months after the end of the fiscal year of the Corporation to which such Bonus relates. Each payment in respect of Employee’s termination of employment under Section 6 of the Employment Agreement is designated as a separate payment for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). If Employee is designated as a “specified Executive” within the meaning of Code Section 409A (while the Corporation is publicly traded on any securities market), any deferred compensation payment subject to Section 409A to be made during the six-month period following Employee’s termination of employment shall be withheld and the amount of the payments withheld will be paid in a lump sum, without interest, during the seventh month after Employee’s termination; provided, however, that if Employee dies prior to the expiration of such six month period, payment to Employee beneficiary shall be made as soon as reasonably practicable following Employee’s death. The Corporation shall identify in writing delivered to Employee any payments it reasonably determines are subject to delay under this Section. In no event shall the Corporation have any liability or obligation with respect to taxes for which Employee may become liable as a result of the application of Code Section 409A.

Code Section 409A Compliance. Where To the extent that the provisions of Section 409A of the Code or any U.S. Department of the Treasury regulations promulgated thereunder are applicable to any Restricted Stock Unit or Dividend Equivalent, the parties intend that this Agreement will meet the requirements of such Code section and regulations and that the provisions hereof will be interpreted in a manner that is consistent with such intent. If, however, the Grantee is liable for the payment of any tax, penalty or interest pursuant to Section 409A of the Code, or any successor or like provision (6the “409A Tax”), with respect to this Agreement any payments or property transfers received or to be received under this Agreement or otherwise, the Company will pay the Grantee an amount (the “Special Reimbursement”) refers which, after payment to Employeethe Grantee (or on the Grantee’s termination behalf) of employment for purposes any federal, state and local taxes, including, without limitation, any further tax, penalty or interest under Section 409A of receiving any the Code, with respect to or resulting from the Special Reimbursement, equals the net amount of the 409A Tax. Any payment due to the Grantee under this Section will be made to the Grantee, or on behalf of the Grantee, as soon as practicable after the determination of the amount of such payment, whether but no sooner than the date on which the Company is required to withhold such a termination has occurred amount or the Grantee is required to pay such amount to the Internal Revenue Service. Notwithstanding the foregoing, all payments under this Section will be determined made to the Grantee, or on the Grantee’s behalf, no later than the end of the calendar year immediately following the calendar year in accordance which the Grantee or the Company paid the related taxes, interest or penalties. The Grantee will cooperate with the Company in taking such actions as the Company may reasonably request to assure that this Agreement will meet the requirements of Section 409A of the Code and any U.S. Department of the Treasury regulations promulgated thereunder and to limit the amount of any additional payments required by this Section to be made to the Grantee. The Company represents and warrants that the Restricted Stock Units satisfy all requirements under Section 409A of the Code and any U.S. Department of the Treasury regulations promulgated thereunder such that the Restricted Stock Units are exempt from or compliant with Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h) (or any successor provisions)Code. Where the Employment Agreement requires the following payments to be made to Employee, the following rules shall apply, and any inconsistent provision is superseded: To the extent that this Employment Agreement requires that a payment shall be made upon or as soon as reasonably practicable after an event (e.g., termination of employment), such payment shall be made no later than sixty (60) days after the occurrence of such event (or, if earlier, within two-and-a-half (2 1/2) months following the end of the Employee’s taxable year in which such event occurs). Employee may not designate the year of such payment. To the extent that benefits under Section (6) are contingent upon Employee providing a General Release, Employee shall sign and return the General Release within the reasonable time period designated by the Corporation, which shall be no less than twenty-one (21) days but no more than forty-five (45) days. If such designated time period for review and revocation of the General Release crosses calendar years, payments for the period for review and return of the Release shall be made in the later calendar year. Any payments that would otherwise be made during the period for review and revocation of the General Release will be made on the first scheduled payment date after such period ends. To the extent that the Employment Agreement provides for the reimbursement of specified expenses incurred by Employee, such reimbursement shall be made in accordance with the provisions of the Employment Agreement, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred. The amount of expenses eligible for reimbursement or in-kind benefits provided by the Corporation in any taxable year of Employee shall not affect the amount of expenses or in-kind benefits to be reimbursed or provided in any other year (except in the case of maximum benefits to be provided under a medical reimbursement arrangement, if applicable). Bonus otherwise payable under the Employment Agreement after the end of a bonus plan performance period shall be paid within two-and-a-half (2 1/2) months after the end of the fiscal year of the Corporation to which such Bonus relates. Each payment in respect of Employee’s termination of employment under Section 6 of the Employment Agreement is designated as a separate payment for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). If Employee is designated as a “specified Executive” within the meaning of Code Section 409A (while the Corporation is publicly traded on any securities market), any deferred compensation payment subject to Section 409A to be made during the six-month period following Employee’s termination of employment shall be withheld and the amount of the payments withheld will be paid in a lump sum, without interest, during the seventh month after Employee’s termination; provided, however, that if Employee dies prior to the expiration of such six month period, payment to Employee beneficiary shall be made as soon as reasonably practicable following Employee’s death. The Corporation shall identify in writing delivered to Employee any payments it reasonably determines are subject to delay under this Section. In no event shall the Corporation have any liability or obligation with respect to taxes for which Employee may become liable as a result of the application of Code Section 409A.LTRPB Term RSU Form

Code Section 409A Compliance. Where Section (6) refers to Employee’s termination of employment for purposes of receiving any payment, whether such a termination has occurred will be determined in accordance with Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h) (or any successor provisions). Where the Employment Agreement requires the following payments to be made to Employee, the following rules shall apply, and any inconsistent provision is superseded: To the extent that this Employment Agreement requires that a payment shall be made upon or as soon as reasonably practicable after an event (e.g., termination of employment), such payment shall be made no later than sixty (60) days after the occurrence of such event (or, if earlier, within two-and-a-half (2 1/2) months following the end of the Employee’s taxable year in which such event occurs). Employee may not designate the year of such payment. To the extent that benefits under Section (6) are contingent upon Employee providing a General Release, Employee shall sign and return the General Release within the reasonable time period designated by the Corporation, which shall be no less than twenty-one (21) days but no more than forty-five (45) days. If such designated time period for review and revocation of the General Release crosses calendar years, payments for the period for review and return of the Release shall be made in the later calendar year. Any payments that would otherwise be made during the period for review and revocation of the General Release will be made on the first scheduled payment date after such period ends. To the extent that the Employment provisions of Section 409A of the Code or any U.S. Department of the Treasury regulations promulgated thereunder are applicable to any Restricted Share, the parties intend that this Agreement provides will meet the requirements of such Code section and regulations and that the provisions hereof will be interpreted in a manner that is consistent with such intent. If, however, the Grantee is liable for the reimbursement payment of specified expenses incurred by Employeeany tax, such reimbursement shall penalty or interest pursuant to Section 409A of the Code, or any successor or like provision (the “409A Tax”), with respect to this Agreement any payments or property transfers received or to be received under this Agreement or otherwise, the Company will pay the Grantee an amount (the “Special Reimbursement”) which, after payment to the Grantee (or on the Grantee’s behalf) of any federal, state and local taxes, including, without limitation, any further tax, penalty or interest under Section 409A of the Code, with respect to or resulting from the Special Reimbursement, equals the net amount of the 409A Tax. Any payment due to the Grantee under this Section will be made in accordance with to the provisions Grantee, or on behalf of the Employment AgreementGrantee, as soon as practicable after the determination of the amount of such payment, but in no event sooner than the date on which the Company is required to withhold such amount or the Grantee is required to pay such amount to the Internal Revenue Service. Notwithstanding the foregoing, all payments under this Section will be made to the Grantee, or on the Grantee’s behalf, no later than the last day end of Employee’s taxable the calendar year immediately following the taxable calendar year in which the expense was incurredGrantee or the Company paid the related taxes, interest or penalties. The amount Grantee will cooperate with the Company in taking such actions as the Company may reasonably request to assure that this Agreement will meet the requirements of expenses eligible for reimbursement or in-kind benefits provided by Section 409A of the Corporation in Code and any taxable year U.S. Department of Employee shall not affect the Treasury regulations promulgated thereunder and to limit the amount of expenses or in-kind benefits any additional payments required by this Section to be reimbursed or provided in any other year (except in made to the case of maximum benefits to be provided under a medical reimbursement arrangement, if applicable)Grantee. Bonus otherwise payable under The Company represents and warrants that the Employment Agreement after the end of a bonus plan performance period shall be paid within two-and-a-half (2 1/2) months after the end of the fiscal year of the Corporation to which such Bonus relates. Each payment in respect of Employee’s termination of employment under Section 6 of the Employment Agreement is designated as a separate payment for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). If Employee is designated as a “specified Executive” within the meaning of Code Section 409A (while the Corporation is publicly traded on any securities market), any deferred compensation payment Restricted Shares are not subject to Section 409A to be made during the six-month period following Employee’s termination of employment shall be withheld and the amount of the payments withheld will be paid in a lump sum, without interest, during the seventh month after Employee’s termination; provided, however, that if Employee dies prior to the expiration of such six month period, payment to Employee beneficiary shall be made as soon as reasonably practicable following Employee’s death. The Corporation shall identify in writing delivered to Employee Code and any payments it reasonably determines are subject to delay under this Section. In no event shall the Corporation have any liability or obligation with respect to taxes for which Employee may become liable as a result U.S. Department of the application of Code Section 409A.Treasury regulations promulgated thereunder.

Code Section 409A Compliance. Where To the extent that the provisions of Section 409A of the Code or any U.S. Department of the Treasury regulations promulgated thereunder are applicable to the Cash Award, the parties intend that this Agreement will meet the requirements of such Code section and regulations and that the provisions hereof will be interpreted in a manner that is consistent with such intent. If, however, the Grantee is liable for the payment of any tax, penalty or interest pursuant to Section 409A of the Code, or any successor or like provision (6the “409A Tax”), with respect to this Agreement any payments or property transfers received or to be received under this Agreement or otherwise, the Company will pay the Grantee an amount (the “Special Reimbursement”) refers which, after payment to Employeethe Grantee (or on the Grantee’s termination behalf) of employment for purposes any federal, state and local taxes, including, without limitation, any further tax, penalty or interest under Section 409A of receiving any the Code, with respect to or resulting from the Special Reimbursement, equals the net amount of the 409A Tax. Any payment due to the Grantee under this Section will be made to the Grantee, or on behalf of the Grantee, as soon as practicable after the determination of the amount of such payment, whether but no sooner than the date on which the Company is required to 6 ‌ withhold such a termination has occurred amount or the Grantee is required to pay such amount to the Internal Revenue Service. Notwithstanding the foregoing, all payments under this Section will be determined made to the Grantee, or on the Grantee’s behalf, no later than the end of the calendar year immediately following the calendar year in accordance which the Grantee or the Company paid the related taxes, interest or penalties. The Grantee will cooperate with the Company in taking such actions as the Company may reasonably request to assure that this Agreement will meet the requirements of Section 409A of the Code and any U.S. Department of the Treasury regulations promulgated thereunder and to limit the amount of any additional payments required by this Section to be made to the Grantee. The Company represents and warrants that the Cash Award satisfy all requirements under Section 409A of the Code and any U.S. Department of the Treasury regulations promulgated thereunder such that the Cash Award is exempt from or compliant with Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h) (or any successor provisions). Where the Employment Agreement requires the following payments to be made to Employee, the following rules shall apply, and any inconsistent provision is superseded: To the extent that this Employment Agreement requires that a payment shall be made upon or as soon as reasonably practicable after an event (e.g., termination of employment), such payment shall be made no later than sixty (60) days after the occurrence of such event (or, if earlier, within two-and-a-half (2 1/2) months following the end of the Employee’s taxable year in which such event occurs). Employee may not designate the year of such payment. To the extent that benefits under Section (6) are contingent upon Employee providing a General Release, Employee shall sign and return the General Release within the reasonable time period designated by the Corporation, which shall be no less than twenty-one (21) days but no more than forty-five (45) days. If such designated time period for review and revocation of the General Release crosses calendar years, payments for the period for review and return of the Release shall be made in the later calendar year. Any payments that would otherwise be made during the period for review and revocation of the General Release will be made on the first scheduled payment date after such period ends. To the extent that the Employment Agreement provides for the reimbursement of specified expenses incurred by Employee, such reimbursement shall be made in accordance with the provisions of the Employment Agreement, but in no event later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred. The amount of expenses eligible for reimbursement or in-kind benefits provided by the Corporation in any taxable year of Employee shall not affect the amount of expenses or in-kind benefits to be reimbursed or provided in any other year (except in the case of maximum benefits to be provided under a medical reimbursement arrangement, if applicable). Bonus otherwise payable under the Employment Agreement after the end of a bonus plan performance period shall be paid within two-and-a-half (2 1/2) months after the end of the fiscal year of the Corporation to which such Bonus relates. Each payment in respect of Employee’s termination of employment under Section 6 of the Employment Agreement is designated as a separate payment for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). If Employee is designated as a “specified Executive” within the meaning of Code Section 409A (while the Corporation is publicly traded on any securities market), any deferred compensation payment subject to Section 409A to be made during the six-month period following Employee’s termination of employment shall be withheld and the amount of the payments withheld will be paid in a lump sum, without interest, during the seventh month after Employee’s termination; provided, however, that if Employee dies prior to the expiration of such six month period, payment to Employee beneficiary shall be made as soon as reasonably practicable following Employee’s death. The Corporation shall identify in writing delivered to Employee any payments it reasonably determines are subject to delay under this Section. In no event shall the Corporation have any liability or obligation with respect to taxes for which Employee may become liable as a result of the application of Code Section 409A.Code.

Code Section 409A Compliance. Where Section (6) refers to Employee’s termination of employment for purposes of receiving any payment, whether such a termination has occurred will be determined in accordance with Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h) (or any successor provisions). Where the Employment Agreement requires the following payments to be made to Employee, the following rules shall apply, and any inconsistent provision is superseded: To the extent that this Employment Agreement requires that a payment shall be made upon or as soon as reasonably practicable after an event (e.g., termination of employment), such payment shall be made no later than sixty (60) days after the occurrence of such event (or, if earlier, within two-and-a-half (2 1/2) months following the end of the Employee’s taxable year in which such event occurs). Employee may not designate the year of such payment. To the extent that benefits under Section (6) are contingent upon Employee providing a General Release, Employee shall sign and return the General Release within the reasonable time period designated by the Corporation, which shall be no less than twenty-one (21) days but no more than forty-five (45) days. If such designated time period for review and revocation of the General Release crosses calendar years, payments for the period for review and return of the Release shall be made in the later calendar year. Any payments that would otherwise be made during the period for review and revocation of the General Release will be made on the first scheduled payment date after such period ends. To the extent that the Employment provisions of Section 409A of the Code or any U.S. Department of the Treasury regulations promulgated thereunder are applicable to any Option, the parties intend that this Agreement provides will meet the requirements of such Code section and regulations and that the provisions hereof will be interpreted in a manner that is consistent with such intent. If, however, the Grantee is liable for the reimbursement payment of specified expenses incurred by Employeeany tax, such reimbursement shall penalty or interest pursuant to Section 409A of the Code, or any successor or like provision (the “409A Tax”), with respect to this Agreement any payments or property transfers received or to be received under this Agreement or otherwise, the Company will pay the Grantee an amount (the “Special Reimbursement”) which, after payment to the Grantee (or on the Grantee’s behalf) of any federal, state and local taxes, including, without limitation, any further tax, penalty or interest under Section 409A of the Code, with respect to or resulting from the Special Reimbursement, equals the net amount of the 409A Tax. Any payment due to the Grantee under this Section will be made in accordance with to the provisions Grantee, or on behalf of the Employment AgreementGrantee, as soon as practicable after the determination of the amount of such payment, but in no event sooner than the date on which the Company is required to withhold such amount or the Grantee is required to pay such amount to the Internal Revenue Service. Notwithstanding the foregoing, all payments under this Section will be made to the Grantee, or on the Grantee’s behalf, no later than the last day end of Employee’s taxable the calendar year immediately following the taxable calendar year in which the expense was incurredGrantee or the Company paid the related taxes, interest or penalties. The amount Grantee will cooperate with the Company in taking such actions as the Company may reasonably request to assure that this Agreement will meet the requirements of expenses eligible for reimbursement or in-kind benefits provided by Section 409A of the Corporation in Code and any taxable year U.S. Department of Employee shall not affect the Treasury regulations promulgated thereunder and to limit the amount of expenses or in-kind benefits any additional payments required by this Section to be reimbursed or provided in any other year (except in made to the case of maximum benefits to be provided Grantee. The Company represents and warrants that the Option satisfies all requirements under a medical reimbursement arrangement, if applicable). Bonus otherwise payable under the Employment Agreement after the end of a bonus plan performance period shall be paid within two-and-a-half (2 1/2) months after the end Section 409A of the fiscal year Code and any U.S. Department of the Corporation to which Treasury regulations promulgated thereunder such Bonus relates. Each payment in respect of Employee’s termination of employment under that the Option is exempt from Section 6 409A of the Employment Agreement Code, including, without limitation, that the Common Stock underlying each Option is designated “service recipient stock” and with respect to an “eligible issuer of service recipient stock” (each as a separate payment for purposes of the short-term deferral rules under Treasury Regulation defined in Section 1.409A-1(b)(4)(i)(F409A) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii)Base Price is not less than the Fair Market Value of one share of Common Stock on the Grant Date. If Employee is designated as a “specified Executive” within the meaning of Code Section 409A (while the Corporation is publicly traded on any securities market), any deferred compensation payment subject to Section 409A to be made during the six-month period following Employee’s termination of employment shall be withheld and the amount of the payments withheld will be paid in a lump sum, without interest, during the seventh month after Employee’s termination; provided, however, that if Employee dies prior to the expiration of such six month period, payment to Employee beneficiary shall be made as soon as reasonably practicable following Employee’s death. The Corporation shall identify in writing delivered to Employee any payments it reasonably determines are subject to delay under this Section. In no event shall the Corporation have any liability or obligation with respect to taxes for which Employee may become liable as a result of the application of Code Section 409A.Liberty TripAdvisor Annual Option