Common use of Code Section 409A Matters Clause in Contracts

Code Section 409A Matters. This Restricted Stock Unit award is a “nonqualified deferred compensation arrangement” subject to Code Section 409A. The Company has attempted in good faith to structure this Restricted Stock Unit award (including any deferral elections made in connection with such award) in a manner that conforms to the requirements of Code Section 409A(a)(2), (3) and (4), and any ambiguities herein will be interpreted to so comply with these requirements to the maximum extent permissible. To the extent the IRS challenges whether this award in fact conforms with Code Section 409A(a)(2), (3) and (4), the Director shall be fully responsible for any additional taxes, penalties and/or interest that might apply as a result of any adverse determination resulting from such challenge. To the extent this award contemplates multiple Distribution Dates (including as a result of a deferral election), each amount to be paid (Shares to be distributed) hereunder on any particular Distribution Date is designated as a separate payment and such payments will not collectively be treated as a single payment. Any subsequent deferral election shall comply with the subsequent deferral election rules of Section 409A(a)(4)(C) (which, as relevant to this award, are set forth on the election form attached hereto as Exhibit A). Notwithstanding anything else to the contrary in this Agreement or the Plan, the Company may accelerate distribution of Shares under this Agreement only in accordance with Treas. Reg. §1.409A-3(j)(4). In addition, and notwithstanding any provision of this Agreement including Section 4 above to the contrary, if at the time of the Director’s Termination Date he or she is a “specified employee” (as defined in Code Section 409A), and if and only if the deferral of payment or distribution of Shares as a result of the Director’s termination of services is necessary in order to prevent any accelerated income recognition or additional tax under Code Section 409A(a)(1), then the Distribution Date shall be delayed until the earlier of (1) that date that is six months following the date on which occurs the Director’s separation from service or (2) the date of the Director’s death following his or her separation from service. Notwithstanding anything to the contrary contained in the Plan or this Agreement, (1) any acceleration of the Distribution Date that occurs pursuant to Section 17 of the Agreement shall only occur on a transaction that qualifies as a “change in ownership or effective control,” or a “change in ownership of a substantial portion of the assets,” of the Company, all as defined under Code Section 409A; and (2) for all purposes under this Agreement and to the extent permitted under Code Section 409A, the Director shall have a “separation from service” as defined under Code Section 409A upon the Termination Date.

Code Section 409A Matters. This Restricted Stock Unit award is a “nonqualified deferred compensation arrangement” arrangement subject to Code Section 409A. The Company has attempted in good faith to structure this Restricted Stock Unit award (including any deferral elections made in connection with such award) in a manner that conforms complies with Section 409A, including the exemptions from and rules for permissible deferred payment rights thereunder. There can be no assurance that the Internal Revenue Service will agree that this award complies with Section 409A and to the requirements of Code Section 409A(a)(2), (3) and (4), and any ambiguities herein will be interpreted to so comply with these requirements to the maximum extent permissible. To the extent the IRS challenges whether this award in fact conforms with Code Section 409A(a)(2), (3) and (4), it does not agree the Director shall be fully responsible for any additional taxes, penalties and/or interest that might apply as a result of any such adverse determination resulting from such challengedetermination. To the extent this award contemplates multiple Distribution Dates (including as a result of a deferral election)Dates, each amount to be paid (Shares to be distributed) hereunder on any particular Distribution Date is designated as a separate payment and such payments will not collectively be treated as a single payment. Any subsequent deferral election shall comply with the subsequent deferral election rules of Section 409A(a)(4)(C) (which, as relevant to this award, are set forth on the election form attached hereto as Exhibit A). Notwithstanding anything else to the contrary in this Agreement or in the Plan, the Company may accelerate distribution of Shares under this Agreement only in accordance with Treas. Reg. §1.409A-3(j)(41.401A-3(j)(4). In addition, and notwithstanding any provision of this Agreement including Section 4 above to the contrary, if at the time of the Director’s Termination Date he or she is a “specified employee” (as defined in Code Section 409A), and if and only if the deferral of payment or distribution of Shares as a result of the Director’s termination of services is necessary in order to prevent any accelerated income recognition or additional tax under Code Section 409A(a)(1), then the Distribution Date shall be delayed until the earlier of (1) that date that is six months following the date on which occurs the Director’s separation from service or (2) the date of the Director’s death following his or her separation from service. Notwithstanding anything to the contrary contained in the Plan or this Agreement, (1) any acceleration of the Distribution Date that occurs pursuant to Section 17 5 above and/or Section 14(c) of the Agreement Plan shall only occur on a transaction Change in Control (as defined in the Plan) that qualifies as a “change in ownership or effective control,” or a “change in ownership of a substantial portion of the assets,” of the Company, all as defined under Code Section 409A; and (2) 409A. In addition, for all purposes under this Agreement and to the extent permitted under Code Section 409A, the Director shall have a “separation from service” as defined under Code Section 409A upon the Termination Date.

Code Section 409A Matters. This Restricted Stock Unit award is a “nonqualified deferred compensation arrangement” arrangement subject to Code Section 409A. The Company has attempted in good faith to structure this Restricted Stock Unit award (including any deferral elections made in connection with such award) in a manner that conforms to the requirements of Code Section 409A(a)(2), (3) and (4), ) and any ambiguities herein will be interpreted to so comply conform with these requirements to the maximum extent permissible. To the extent the IRS challenges whether this award in fact conforms with Code Section 409A(a)(2), (3) and (4), the Director shall be fully responsible for any additional taxes, penalties and/or interest that might apply as a result of any adverse determination resulting from such challenge. To the extent this award contemplates multiple Distribution Dates (including as a result of a deferral election), each amount to be paid (Shares to be distributed) hereunder on any particular Distribution Date is designated as a separate payment and such payments will not collectively be treated as a single payment. Any subsequent deferral election shall comply with the subsequent deferral election rules of Section 409A(a)(4)(C) (which, as relevant to this award, are set forth on the election form attached hereto as Exhibit A). Notwithstanding anything else to the contrary in this Agreement or in the Plan, the Company may accelerate distribution of Shares under this Agreement only in accordance with Treas. Reg. §1.409A-3(j)(4). Notwithstanding anything to the contrary contained in the Plan or this Agreement, any acceleration of the Distribution Date that occurs pursuant to Section 5 above and/or Section 14(c) of the Plan shall only occur on a Change in Control (as defined in the Plan) that qualifies as a “change in ownership or effective control,” or a “change in ownership of a substantial portion of the assets,” of the Company, all as defined under Code Section 409A. In addition, for all purposes under this Agreement and to the extent permitted under Code Section 409A, the Director shall have a “separation from service” as defined under Code Section 409A upon the Termination Date. In addition, and notwithstanding any provision of this Agreement including Section 4 above to the contrary, if at the time of the Director’s Termination Date he or she is a “specified employee” (as defined in Code Section 409A), and if and only if the deferral of payment or (distribution of Shares Shares) as a result of the Director’s termination of services service is necessary in order to prevent any accelerated income recognition or additional tax under Code Section 409A(a)(1), then the Distribution Date shall be delayed until the earlier of (1) that date that is six months following the date on which occurs the Director’s separation from service or (2) the date of the Director’s death following his or her separation from service. Notwithstanding anything to the contrary contained in the Plan or this Agreement, (1) any acceleration of the Distribution Date that occurs pursuant to Section 17 of the Agreement shall only occur on a transaction that qualifies as a “change in ownership or effective control,” or a “change in ownership of a substantial portion of the assets,” of the Company, all as defined under Code Section 409A; and (2) for all purposes under this Agreement and to the extent permitted under Code Section 409A, the Director shall have a “separation from service” as defined under Code Section 409A upon the Termination Date.