Common use of Code Section 409A; Delay of Payments Clause in Contracts

Code Section 409A; Delay of Payments. (a) The terms of this Agreement have been designed to comply with the requirements of Section 409A of the Code, as amended, where applicable, and shall be interpreted and administered in a manner consistent with such intent. Notwithstanding anything to the contrary in this Agreement, (i) if upon the date of Employee’s termination of employment with Employer, Employee is a “specified employee” within the meaning of Section 409A of the Code, and the deferral of any amounts otherwise payable under this Agreement as a result of Employee’s termination of employment is necessary in order to prevent any accelerated or additional tax to Employee under Section 409A of the Code, then Employer will defer the payment of any such amounts hereunder until the date that is six (6) months following the date of Employee’s termination of employment with Employer at which time any such delayed amounts will be paid to Employee in a single lump sum, with interest from the date otherwise payable at the prime rate as published in The Wall Street Journal on the date of Employee’s termination of employment with Employer, and (ii) if any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code. (b) In the event that a payment is made under the terms of this Agreement such that Section 409A of the Code applies and Employee is assessed a penalty and interest on such payment, Employer, upon receipt of written notice from Employee of the assessment, shall reimburse Employee for the amount of the assessed penalty and interest on such payment. Employee shall notify Employer and such claim shall be handled in the same manner as provided in Sections 13.3 and 13.4 for the Excise Tax. Any payment made pursuant to this Section 11.9(b) shall be made not later than December 31 of Employee’s taxable year following the taxable year in which such additional taxes or interest are remitted by Employee.

Code Section 409A; Delay of Payments. (a) The terms of this Agreement have been designed to comply with the requirements of Section 409A of the Code, as amended, where applicable, and shall be interpreted and administered in a manner consistent with such intent. Notwithstanding anything to the contrary in this Agreement, (i) if upon the date of Employee’s termination of employment with Employer, Employee is a “specified employee” within the meaning of Section 409A of the Code, and the deferral of any amounts otherwise payable under this Agreement as a result of Employee’s termination of employment is necessary in order to prevent any accelerated or additional tax to Employee under Section 409A of the Code, then Employer will defer the payment of any such amounts hereunder until the date that is six (6) months following the date of Employee’s termination of employment with Employer at which time any such delayed amounts will be paid to Employee in a single lump sum, with interest from the date otherwise payable at the prime rate as published in The Wall Street Journal on the date of Employee’s termination of employment with Employer, and (ii) if any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code. (b) In the event that a payment is made under the terms of this Agreement such that Section 409A of the Code applies and Employee is assessed a penalty and interest on such payment, Employer, upon receipt of written notice from Employee of the assessment, shall reimburse Employee for the amount of the assessed penalty and interest on such payment. Employee shall notify Employer and such claim shall be handled in the same manner as provided in Sections 13.3 and 13.4 for the Excise Tax. Any payment made pursuant to this Section 11.9(b) shall be made not later than December 31 of Employee’s taxable year following the taxable year in which such additional taxes or interest are remitted by Employee.

Code Section 409A; Delay of Payments. (a) The terms of Notwithstanding anything to the contrary contained herein, this Agreement have been designed is intended to comply satisfy the requirements of Code Section 409A and the Treasury Regulations and other guidance thereunder. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to satisfy the requirements of Code Section 409A. Further, for purposes of Code Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Any reimbursement or in-kind benefit provided under this Agreement which constitutes a “deferral of compensation” within the meaning of Treasury Regulation Section 1.409A-1(b) shall be made or provided in accordance with the requirements of Code Section 409A of the Code409A, as amendedincluding, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and shall be interpreted and administered in a manner consistent with such intent. (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (b) Notwithstanding anything to the contrary in this Agreement, (i) if upon the date of Employee’s termination of employment Separation from Service with Employerthe Company, Employee is a “specified employee” within the meaning of Code Section 409A of the Code409A, and the deferral of any amounts otherwise payable under this Agreement as a result of Employee’s termination of employment Separation from Service is necessary in order to prevent any accelerated or additional tax to Employee under Code Section 409A of the Code409A, then Employer the Company will defer the payment of any such amounts hereunder until the date that is six (6) months and one day following the date of Employee’s termination of employment Separation from Service with Employer the Company at which time any such delayed amounts will be paid to Employee in a single lump sum, with interest from the date otherwise payable at the prime rate as published in The Wall Street Journal on the date of Employee’s termination of employment Separation from Service with Employerthe Company, and (ii) if any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Code Section 409A of the Code409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A of the Code. (b) In the event that a payment is made under the terms of this Agreement such that Section 409A of the Code applies and Employee is assessed a penalty and interest on such payment, Employer, upon receipt of written notice from Employee of the assessment, shall reimburse Employee for the amount of the assessed penalty and interest on such payment. Employee shall notify Employer and such claim shall be handled in the same manner as provided in Sections 13.3 and 13.4 for the Excise Tax. Any payment made pursuant to this Section 11.9(b) shall be made not later than December 31 of Employee’s taxable year following the taxable year in which such additional taxes or interest are remitted by Employee.409A.