Common use of Compliance with Section Clause in Contracts

Compliance with Section. 409A OF THE INTERNAL REVENUE CODE. The Award is intended to comply with section 409A of the Code to the extent subject thereto, and shall be interpreted in accordance with section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under section 409A of the Code and becomes payable by reason of your termination of employment or service with the Company shall be made to you until your termination of employment or service constitutes a separation from service within the meaning of section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under section 409A of the Code, you shall not be entitled to any payments upon a termination of your employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 7 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall be paid to you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, section 409A of the Code.

Compliance with Section. 409A OF THE INTERNAL REVENUE CODE. The Award is intended to comply with section 409A of the Internal Revenue Code of 1986, as Amended (Section 409A). (a) Notwithstanding anything herein to the contrary, to the maximum extent subject theretopermitted by applicable law, amounts payable to Executive pursuant to Paragraph 7 of the Agreement shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals), as applicable. For the purpose, each payment (including each monthly installment) shall be considered a separate and distinct payment, and each payment made in reliance on Treas. Reg. Section 1.409A-1(b)(9) shall only be interpreted in accordance with section 409A payable if the Executive’s termination of employment constitutes a “separation from service” within the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date meaning of GrantTreas. Reg. Section 1.409A-1(h). (b) Notwithstanding any provision anything contained in the Plan Agreement to the contrary, no payment or distribution under this Plan that amount payable on account of Executive’s termination of employment which constitutes an item a “deferral of deferred compensation under section compensation” (“Section 409A Deferred Compensation”) within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and becomes payable by reason of your termination of employment or service with (the Company “Section 409A Regulations”) shall be made to you paid unless and until your termination of employment or service constitutes Executive has incurred a “separation from service service”, and if the 60-day payment period set forth under Paragraphs 7(a) or 7(d) of the Agreement commences in one taxable year and ends in another, then payment under such paragraphs shall not be made until the second taxable year. For purposes of the Agreement, “separation from service” shall have the meaning of such term as defined by the Section 409A Regulations, and each payment shall be considered a separate and distinct payment. Furthermore, if Executive is a “specified employee” within the meaning of section the Section 409A Regulations as of the date of Executive’s separation from service, no amount that constitutes Section 409A Deferred Compensation which is payable on account of Executive’s separation from service shall be paid to Executive before the date (the “Delayed Payment Date”) which is first business day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for the Paragraph, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. (c) To the extent that all or any portion of the Company’s payment of benefits or reimbursements or in-kind benefits provided to Executive (the “Company-Provided Benefits”) would constitute Section 409A Deferred Compensation, then, for the duration of the applicable period during which the Company is required to provide such benefits: (a) the amount of Company-Provided Benefits furnished in any taxable year of Executive shall not affect the amount of Company-Provided Benefits furnished in any other taxable year of Executive; (b) any right of Executive to Company-Provided Benefits shall not be subject to liquidation or exchange for another benefit; and (c) any reimbursement for Company-Provided Benefits to which Executive is entitled shall be paid no later than the last day of Executive’s taxable year following the taxable year in which Executive’s expense for such Company-Provided Benefits was incurred. (d) The Company intends that income provided to Executive pursuant to the Agreement will not be subject to taxation under Section 409A of the Code. For purposes The provisions of this Awardthe Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A and the Section 409A Regulations. However, each amount the Company does not guarantee any particular tax effect for income provided to be Executive pursuant to the Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or benefit provided to be provided shall be construed as a separate identified payment for purposes of section 409A of Executive, the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under section 409A of the Code, you Company shall not be entitled responsible for the payment of any applicable taxes incurred by Executive on compensation paid or provided to any payments upon a termination of your employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred Executive pursuant to this Section 7 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall be paid to you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, section 409A of the CodeAgreement.

Compliance with Section. 409A OF THE INTERNAL REVENUE CODE. The Award is intended to comply with section 409A of the Code to Code; Section 280G of the Code. (i) To the extent subject theretoapplicable, it is intended that this Agreement and shall be interpreted in accordance any payment made hereunder will comply with section the requirements of (or an exemption or exclusion from) Section 409A of the Code Code, and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such related regulations or other guidance promulgated with respect to such section by the U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”), and any ambiguities in this Agreement will be interpreted accordingly. Any provision of this Agreement that would cause this Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be issued after retroactive to the Date of Grantextent permitted by Section 409A). Notwithstanding any provision in the Plan anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Executive will not be considered to have terminated employment with the Company for purposes of this Agreement and no payment or distribution payments will be due to Executive under this Plan that constitutes an item of deferred compensation under section 409A of the Code and becomes Agreement which are payable by reason of your upon Executive’s termination of employment or service with until Executive would be considered to have incurred a “separation from service” from the Company shall be made to you until your termination of employment or service constitutes a separation from service within the meaning of section Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A (as determined by the Company and Executive), amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment will instead be paid on the Codefirst business day after the date that is six months following Executive’s termination of employment (or upon Executive’s death, if earlier). For In addition, for purposes of this AwardAgreement, each amount to be paid or benefit to be provided shall to Executive pursuant to this Agreement will be construed as a separate identified payment for purposes of section 409A Section 409A. Any actual bonus earned pursuant to Section 4 will be paid no later than sixty days following the lapse of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee “substantial risk of forfeiture” (within the meaning of section 409A Section 409A) applicable thereto. (ii) In the event that it is determined that any payment or distribution by the Company (or any of its affiliates) to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other Company agreement, policy, plan, program or arrangement (a “Payment”)) would be subject to the excise tax imposed by Section 4999 of the CodeCode (or any successor provision thereto) (such tax being hereafter referred to as the “Excise Tax”), then such Payment will be equal to the extent necessary to avoid Best Results Amount. The “Best Results Amount” will be either (x) the imposition full amount of taxes under section 409A such Payment or (y) such maximum lesser amount as would result in no portion of the CodePayment being subject to the Excise Tax, you shall not be entitled to any payments upon a termination of your employment or service until the earlier of: (i) the expiration whichever of the six (6)-month period measured from foregoing amounts, taking into account all taxes, penalties and interest, including any Excise Tax, results in Executive’s receipt, on an after-tax basis, of the greater amount notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If multiple Payments may be reduced, reduction will occur in the following order: reduction of employee benefits; cancellation of accelerated vesting of equity awards; reduction of cash payments. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be canceled in the reverse order of the date of your separation from service or (ii) grant. The determination of whether an Excise Tax would be imposed, the date amount of your death. Upon such Excise Tax, and the expiration calculation of all related amounts will be made at the expense of the applicable waiting period set forth in Company by the preceding sentenceCompany’s regular independent accounting firm (the “Accounting Firm”) or another nationally recognized firm jointly selected by the Company and Executive, all payments and benefits deferred pursuant to this Section 7 (whether they would have otherwise been payable in a single lump sum or in installments in which shall provide detailed supporting calculations. Any reasonably determination by the absence of such deferral) shall be paid to you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award Accounting Firm will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall binding upon the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, section 409A of the Codeand Executive.

Compliance with Section. 409A OF THE INTERNAL REVENUE CODE. The Award is intended to comply with section 409A of the Internal Revenue Code of 1986, as Amended (Section 409A). (a) Notwithstanding anything herein to the contrary, to the maximum extent subject theretopermitted by applicable law, amounts payable to Executive pursuant to Paragraph 7 of the Agreement shall be made in reliance upon Treas. Reg. Section 1.409A-1 (b)(9) (Separation Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals), as applicable. For the purpose, each payment (including each monthly installment) shall be considered a separate and distinct payment, and each payment made in reliance on Treas. Reg. Section 1.409A-1(b)(9) shall only be interpreted in accordance with section 409A payable if the Executive’s termination of employment constitutes a “separation from service” within the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date meaning of GrantTreas. Reg. Section 1.409A-1(h). (b) Notwithstanding any provision anything contained in the Plan Agreement to the contrary, no payment or distribution under this Plan that amount payable on account of Executive’s termination of employment which constitutes an item a “deferral of deferred compensation under section compensation” (“Section 409A Deferred Compensation”) within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code and becomes payable by reason of your termination of employment or service with (the Company “Section 409A Regulations”) shall be made to you paid unless and until your termination of employment or service constitutes Executive has incurred a “separation from service service”, and if the 60-day payment period set forth under Paragraphs 7(a) or 7(d) of the Agreement commences in one taxable year and ends in another, then payment under such paragraphs shall not be made until the second taxable year. For purposes of the Agreement, “separation from service” shall have the meaning of such term as defined by the Section 409A Regulations, and each payment shall be considered a separate and distinct payment. Furthermore, if Executive is a “specified employee” within the meaning of section the Section 409A Regulations as of the date of Executive’s separation from service, no amount that constitutes Section 409A Deferred Compensation which is payable on account of Executive’s separation from service shall be paid to Executive before the date (the “Delayed Payment Date”) which is first business day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for the Paragraph, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. (c) To the extent that all or any portion of the Company’s payment of benefits or reimbursements or in-kind benefits provided to Executive (the “Company-Provided Benefits”) would constitute Section 409A Deferred Compensation, then, for the duration of the applicable period during which the Company is required to provide such benefits: (a) the amount of Company-Provided Benefits furnished in any taxable year of Executive shall not affect the amount of Company-Provided Benefits furnished in any other taxable year of Executive; (b) any right of Executive to Company-Provided Benefits shall not be subject to liquidation or exchange for another benefit; and (c) any reimbursement for Company-Provided Benefits to which Executive is entitled shall be paid no later than the last day of Executive’s taxable year following the taxable year in which Executive’s expense for such Company-Provided Benefits was incurred. (d) The Company intends that income provided to Executive pursuant to the Agreement will not be subject to taxation under Section 409A of the Code. For purposes The provisions of this Awardthe Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A and the Section 409A Regulations. However, each amount the Company does not guarantee any particular tax effect for income provided to be Executive pursuant to the Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or benefit provided to be provided shall be construed as a separate identified payment for purposes of section 409A of Executive, the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under section 409A of the Code, you Company shall not be entitled responsible for the payment of any applicable taxes incurred by Executive on compensation paid or provided to any payments upon a termination of your employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred Executive pursuant to this Section 7 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall be paid to you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, section 409A of the CodeAgreement.