Common use of Code Section 409A Matters Clause in Contracts

Code Section 409A Matters. This Agreement is intended to comply with Code Section 409A and applicable guidance thereunder, including but not limited to Notice 2007-86 and Notice 2007-78, and the provisions of this Agreement shall be construed in accordance with that intention so as to avoid any adverse tax consequence to the Officer. Any provision required for compliance with Code Section 409A that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein. In the event that the Officer become liable for interest or additional tax under Code Section 409A, the Company shall pay to the Officer an additional amount (the “409A Gross-Up Payment”) equal to the additional tax and interest plus any related federal, state and local income, excise, and employment taxes. The intent of the 409A Gross-Up Payment is to ensure that the Officer does not bear the cost of the imposition of such additional tax and interest under Code Section 409A. Payment of a 409A Gross-Up Payment must be claimed by the Officer so as to permit payment, and such payment shall be made, by the end of the Officer’s taxable year next following the Officer’s taxable year in which the Officer remits the related tax; however, the payment shall be subject to the six month delay rule as provided in Section 2.6. Notwithstanding anything contained herein to the contrary, no payment hereunder shall be made prior to January 15, 2008 if such payment would violate the transition rules regarding the time and form of payment as set forth in Notice 2007-86.