Common use of Code Section 409A Exemption Clause in Contracts

Code Section 409A Exemption. This Performance Award Agreement is intended to comply with an exemption from the requirements of Code Section 409A by reason of the short-term deferral exemption set forth in Treasury Regulation § 1.409A-1(b)(4) and shall be interpreted accordingly, and any right or benefit under this Performance Award Agreement shall be provided and paid in a manner, and at such time and in such form, as to maintain an exemption from Code Section 409A. To that end, subject to any delays allowed under Code Section 409A applicable to short-term deferrals, any payment under this Performance Award Agreement shall be paid in all events within two and one-half (2½) months after the end of the later of the tax year (of the Employee, which is usually the calendar year) or the fiscal year (of the Company or subsidiary to which the Employee provides services) during which the PSUs is no longer subject to a substantial risk of forfeiture within the meaning of Code Section 409A. Notwithstanding the foregoing, in the event this Performance Award Agreement or any benefit paid hereunder is deemed to be subject to Code Section 409A, the Employee consents to the Company's adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. Each payment made pursuant to any provision of this Performance Award Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. If upon a “separation from service” within the meaning of Code Section 409A, the Employee is then a “specified employee” (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Code Section 409A payable as a result of and within six (6) months following such separation from service under this Agreement until the earlier of (i) the first business day of the seventh month following the Employee’s separation from service, or (ii) ten (10) days after the Company receives written confirmation of the Employee’s death. To the extent required under Code Section 409A, termination or cessation of employment shall be read to mean a “separation from service” within the meaning of Code Section 409A. Notwithstanding any other provision of this Performance Award Agreement, the Employee and his or her successor in interest shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee or his or her successor in interest in connection with this Performance Award Agreement (including any taxes and penalties under Code Section 409A); and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee or his or her successor in interest harmless from any or all of such taxes or penalties.

Code Section 409A Exemption. This Performance Award Agreement is intended to comply with an exemption from the requirements of Code Section 409A by reason of the short-term deferral exemption set forth in Treasury Regulation § 1.409A-1(b)(4) and shall be interpreted accordingly, and any right or benefit under this Performance Award Agreement shall be provided and paid in a manner, and at such time and in such form, as to maintain an exemption from Code Section 409A. To that end, subject to any delays allowed under Code Section 409A applicable to short-term deferrals, any payment under this Performance Award Agreement shall be paid in all events within two and one-half (2½) months after the end of the later of the tax year (of the Employee, which is usually the calendar year) or the fiscal year (of the Company or subsidiary to which the Employee provides services) during which the PSUs is no longer subject to a substantial risk of forfeiture within the meaning of Code Section 409A. Notwithstanding the foregoing, in the event this Performance Award Agreement or any benefit paid hereunder is deemed to be subject to Code Section 409A, the Employee consents to the Company's adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. Each payment made pursuant to any provision of this Performance Award Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. If upon a “separation from service” within the meaning of Code Section 409A, the Employee is then a “specified employee” (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Code Section 409A payable as a result of and within six (6) months following such separation from service under this Agreement until the earlier of (i) the first business day of the seventh 2023 PSU month following the Employee’s separation from service, or (ii) ten (10) days after the Company receives written confirmation of the Employee’s death. To the extent required under Code Section 409A, termination or cessation of employment shall be read to mean a “separation from service” within the meaning of Code Section 409A. Notwithstanding any other provision of this Performance Award Agreement, the Employee and his or her successor in interest shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee or his or her successor in interest in connection with this Performance Award Agreement (including any taxes and penalties under Code Section 409A); and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee or his or her successor in interest harmless from any or all of such taxes or penalties.

Code Section 409A Exemption. This Performance Award Agreement is intended to comply with an exemption from the requirements of Code Section 409A by reason of the short-term deferral exemption set forth in Treasury Regulation § 1.409A-1(b)(4) and shall be interpreted accordingly, and any right or benefit under this Performance Award Agreement shall be provided and paid in a manner, and at such time and in such form, as to maintain an exemption from Code Section 409A. To that end, subject to any delays allowed under Code Section 409A applicable to short-term deferrals, any payment under this Performance Award Agreement shall be paid in all events within two and one-half (2½) months after the end of the later of the tax year (of the Employee, which is usually the calendar year) or the fiscal year (of the Company or subsidiary to which the Employee provides services) during which the PSUs is no longer subject to a substantial risk of forfeiture within the meaning of Code Section 409A. Notwithstanding the foregoing, in the event this Performance Award Agreement or any benefit paid hereunder is deemed to be subject to Code Section 409A, the Employee consents to the Company's adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. Each payment made pursuant to any provision of this Performance Award Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. If upon a “separation from service” within the meaning of Code Section 409A, the Employee is then a “specified employee” (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Code Section 409A payable as a result of and within six (6) months following such separation from service under this Agreement until the earlier of (i) the first business day of the seventh month following the Employee’s separation from service, or (ii) ten (10) days after the Company receives written confirmation of the Employee’s death. To the extent required under Code Section 409A, termination or cessation of employment shall be read to mean a “separation from service” within the meaning of Code Section 409A. Notwithstanding any other provision of this Performance Award Agreement, the Employee and his or her successor in interest shall be solely responsible 2022 PSU and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee or his or her successor in interest in connection with this Performance Award Agreement (including any taxes and penalties under Code Section 409A); and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee or his or her successor in interest harmless from any or all of such taxes or penalties.