Common use of Effect of Section 409A Clause in Contracts

Effect of Section 409A. It is expressly contemplated by the parties that this Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “Code”). Notwithstanding any other provision of this Agreement, if Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code, then the payment of any amount or the provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after Executive’s “separation from service” or, if earlier, Executive’s death as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which the related taxes, interest or penalties are remitted. For purposes of this Agreement, Executive shall not be deemed to have terminated employment unless Executive has a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits under this Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.

Effect of Section 409A. It is expressly contemplated by the parties that this Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “Code”). Notwithstanding any other provision of this Agreement, if Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code, then the payment of any amount or the provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after Executive’s “separation from service” or, if earlier, Executive’s death as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, made no later than the end of Executive’s taxable year next following the Executive’s taxable year in which time the related taxes, interest or penalties are to be remitted. For purposes of this Agreement, Executive shall not be deemed to have terminated employment unless Executive has a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits under this Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.

Effect of Section 409A. It is expressly contemplated by the parties that this Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “Code”). Notwithstanding any other provision of this Agreement, if the Executive is a “"specified employee” " as defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of his separation from service, then the payment of any amount under or the provision of any benefit under pursuant to this Agreement which that is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after Executive’s “his "separation from service” " or, if earlier, Executive’s his death as required by Section 409A(a)(2)(B)(i) of the Code (the “"409A Deferral Period”"). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which that would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In If the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties additional tax under Section 409A 409A(a)(1)(B) of the Code as a result of the violation thereofwith respect to amounts payable under this Agreement, the Company promptly at that time will pay the Executive an additional amount so that, after all taxes on such additional amount, Executive he has an amount remaining equal to such additional taxes, interest or penaltiesadditional tax. Such gross-up payment payment, however, shall be made, if at all, made in any event no later than the end of the Executive’s 's taxable year next following the Executive’s his taxable year in which the related taxes, interest or penalties are remitted. For purposes of this Agreement, Executive a Termination of Employment shall not be deemed to have terminated employment exist unless the Executive has a “"separation from service” " within the meaning of Section 409A of the Code (generally, where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive he will perform after that date (date, whether as an employee or independent contractor) , will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive him over the immediately preceding 36-month period). All rights to payments and benefits under this Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter 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 2 ½ months after the end of the calendar year in which the expense is incurred; and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Effect of Section 409A. It is expressly contemplated by the parties that Payments and benefits provided under or referenced in this Agreement will conform toare intended to be designed in such a manner that they are either exempt from the application of, and be interpreted to or comply with, the requirements of, Section 409A of the U.S. Internal Revenue CodeCode and the regulations issued thereunder (collectively, as amended (in effect from time to time, "Section 409A") and shall be construed, administered and interpreted in accordance with such intention. If, as of the “Code”). Notwithstanding any other provision date of this Agreementthe Executive's termination, if the Executive is a “"specified employee” as defined in " within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, then to the extent necessary to comply with Section 409A and to avoid the imposition of taxes and/or penalties under Section 409A, payment to the Executive of any amount or the provision of any benefit under this Agreement which is considered or any other Employer plan, program or agreement that constitutes "nonqualified deferred compensation subject to compensation" under Section 409A and which under the terms of the Code shall this Agreement or any other Employer plan, program or arrangement would otherwise be deferred for payable as a result of and within six (6) months following such termination shall be delayed, as provided under current regulatory requirements under Section 409A, until the earlier of (i) five (5) days after the Employer receives notification of the Executive’s “'s death or (ii) the first business day of the seventh month following the date of the Executive's termination. Any payment or benefit under this Agreement that is payable upon a termination of the Executive's employment shall only be paid or provided to the Executive upon a "separation from service” or" within the meaning of Section 409A. If the Executive or the Company determine that any payment, benefit, distribution, deferral election, or any other action or arrangement contemplated by the provisions of this Agreement would, if earlierundertaken or implemented, Executive’s death as required by Section 409A(a)(2)(B)(i) of cause the Code (the “409A Deferral Period”). In the event payments are otherwise due Executive to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required become subject to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or taxes and/or penalties under Section 409A of the Code as a result of the violation thereof409A, the Company at that time will pay Executive an additional amount so thatthen such payment, after all taxes on such amountbenefit, Executive has an amount remaining equal to such additional taxesdistribution, interest deferral election or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which the related taxes, interest other action or penalties are remitted. For purposes of this Agreement, Executive arrangement shall not be given effect to the extent it causes such result and the related provisions of this Agreement will be deemed modified in order to have terminated employment unless provide the Executive has with the intended economic benefit and comply with the requirements of Section 409A. To the extent necessary to cause payments under this Agreement to be exempt from, or comply with, Section 409A, the term Change of Control shall mean a “separation from service” "change in control event" within the meaning of Section 409A of RXXXXXX BROS. AUCTIONEERS (AMERICA) INC. By /s/ Dxxxxx Xxxx Name: Dxxxxx Xxxx SIGNED, SEALED AND DELIVERED by ) TXXXXXXX X. XXXXX in the Code where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month periodPresence of: ) /s/ Kxxx Verhejen ) /s/ Txxxxxxx X. Xxxxx Signature ) TXXXXXXX X. XXXXX ) Kxxx Verhejen ) Print Name ) ) 545 W00000 Xxx 00, Xxxxxxxx, XX 00000 ) Address ) ) Corp. Demand Planning Mgr. All rights to payments and benefits under this Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.) Occupation )

Effect of Section 409A. It is expressly contemplated by the parties that this Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “Code”). Notwithstanding any other provision of this Agreement, if Executive Xx. Xxxxxxx is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of his separation from service, then the payment of any amount or the provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after Executive’s his “separation from service” or, if earlier, Executive’s his death as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which the related taxes, interest or penalties are remitted. For purposes of this Agreement, Executive Xx. Xxxxxxx shall not be deemed to have terminated employment unless Executive he has a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive he will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive him over the immediately preceding 36-month period. All rights to payments and benefits under this Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.

Effect of Section 409A. It is expressly contemplated by the parties that this Employment Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “Code”). Notwithstanding any other provision of this Employment Agreement, if Executive Employee is a “"specified employee” " as defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of his separation from service, then the payment of any amount under or the provision of any benefit under pursuant to this Employment Agreement which that is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after Executive’s “his "separation from service” " or, if earlier, Executive’s his death as required by Section 409A(a)(2)(B)(i) of the Code (the “"409A Deferral Period”"). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which that would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive Employee incurs any additional tax, interest or penalties additional tax under Section 409A 409A(a)(1)(B) of the Code as a result of the violation thereofwith respect to amounts payable under this Employment Agreement, the Company Employer promptly at that time will pay Executive Employee an additional amount so that, after all taxes on such additional amount, Executive he has an amount remaining equal to such additional taxes, interest or penaltiesadditional tax. Such gross-up payment payment, however, shall be made, if at all, made in any event no later than the end of Executive’s Employee's taxable year next following the Executive’s his taxable year in which the related taxes, interest or penalties are remitted. For purposes of this Employment Agreement, Executive Employee shall not be deemed to have terminated employment unless Executive he has a “"separation from service” " within the meaning of Section 409A of the Code (generally, where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive he will perform after that date (date, whether as an employee or independent contractor) , will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive him over the immediately preceding 36-month period). All rights to payments and benefits under this Employment Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. All reimbursements and in kind benefits provided under this Employment Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Employment 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 2 ½ months after the end of the calendar year in which the expense is incurred; and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Effect of Section 409A. It is expressly contemplated by the parties that Payments and benefits provided under or referenced in this Agreement will conform toare intended to be designed in such a manner that they are either exempt from the application of, and be interpreted to or comply with, the requirements of, Section 409A of the U.S. Internal Revenue CodeCode and the regulations issued thereunder (collectively, as amended (in effect from time to time, “Section 409A”) and shall be construed, administered and interpreted in accordance with such intention. If, as of the “Code”). Notwithstanding any other provision date of this Agreementthe Executive’s termination, if the Executive is a “specified employee” as defined in within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, then to the extent necessary to comply with Section 409A and to avoid the imposition of taxes and/or penalties under Section 409A, payment to the Executive of any amount or the provision of any benefit under this Agreement which is considered or any other Employer plan, program or agreement that constitutes “nonqualified deferred compensation subject to compensation” under Section 409A and which under the terms of the Code shall this Agreement or any other Employer plan, program or arrangement would otherwise be deferred for payable as a result of and within six (6) months following such termination shall be delayed, as provided under current regulatory requirements under Section 409A, until the earlier of (i) five (5) days after Executive’s “separation from service” or, if earlier, the Employer receives notification of the Executive’s death as required by Section 409A(a)(2)(B)(ior (ii) the first business day of the Code (seventh month following the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance date of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which termination. Any payment or benefit under this Agreement that is payable upon a termination of the related taxes, interest Executive’s employment shall only be paid or penalties are remitted. For purposes of this Agreement, provided to the Executive shall not be deemed to have terminated employment unless Executive has upon a “separation from service” within the meaning of Section 409A 409A. If the Executive or the Company determine that any payment, benefit, distribution, deferral election, or any other action or arrangement contemplated by the provisions of this Agreement would, if undertaken or implemented, cause the Code where Executive to become subject to taxes and/or penalties under Section 409A, then such payment, benefit, distribution, deferral election or other action or arrangement shall not be given effect to the extent it is reasonably anticipated that no further services causes such result and the related provisions of this Agreement will be performed after such date or that deemed modified in order to provide the level Executive with the intended economic benefit and comply with the requirements of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease Section 409A. To the extent necessary to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to cause payments and benefits under this Agreement to be exempt from, or comply with, Section 409A, the term Change of Control shall be treated as rights to receive mean a series “change in control event” within the meaning of separate payments and benefits to the fullest extent allowed by Section 409A of RXXXXXX BROS. AUCTIONEERS (AMERICA) INC. By: Name: SIGNED, SEALED AND DELIVERED by ) KXXXXX XXXX in the Code.) presence of: ) ) ) Signature ) KXXXXX XXXX ) ) Print Name ) ) ) Address ) ) ) Occupation )

Effect of Section 409A. It is expressly contemplated by the parties that this Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “Code”). Notwithstanding any other provision of this Agreement, if Executive Mx. Xxxxxxx is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of his separation from service, then the payment of any amount or the provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after Executive’s his “separation from service” or, if earlier, Executive’s his death as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which the related taxes, interest or penalties are remitted. For purposes of this Agreement, Executive Mx. Xxxxxxx shall not be deemed to have terminated employment unless Executive he has a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive he will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive him over the immediately preceding 36-month period. All rights to payments and benefits under this Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.

Effect of Section 409A. It is expressly contemplated by the parties that this Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “"Code”"). Notwithstanding any other provision of this Agreement, if Executive Mr. Hyatt is a “"specified employee” " as defined in Section 409A(a)(2)(B)(i409A(a)(2)(X)(x) xx the Code at the time of the Codehis separation from service, then the payment of any amount or the provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after Executive’s “his "separation from service” " or, if earlier, Executive’s his death as required by Section 409A(a)(2)(B)(i) of the Code (the “"409A Deferral Period”"). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive Mr. Hyatt incurs any additional tax, interest or penalties additional tax under Section 409A of 409A(a)(0)(X) xf the Code as a result of the violation thereofwith respect to amounts payable under this Agreement, the Company Cosi promptly at that time will pay Executive Mr. Hyatt an additional amount so that, after all taxes on such amountaddixxxxxx xxount, Executive he has an amount remaining equal to such additional taxes, interest or penaltiesadditional tax. Such gross-up payment payment, however, shall be made, if at all, made in any event no later than the end of Executive’s Mr. Hyatt's taxable year next following the Executive’s his taxable year in which the related taxesthx xxxxxxx xaxes, interest or penalties are remitted. For purposes of this Agreement, Executive Mr. Hyatt shall not be deemed to have terminated employment unless Executive has a “hx xxx x "separation from service” " within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive he will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive him over the immediately preceding 36-month period. All rights to payments and benefits under this Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.

Effect of Section 409A. It is expressly contemplated by the parties that Payments and benefits provided under or referenced in this Agreement will conform toare intended to be designed in such a manner that they are either exempt from the application of, and be interpreted to or comply with, the requirements of, Section 409A of the U.S. Internal Revenue CodeCode and the regulations issued thereunder (collectively, as amended (in effect from time to time, “Section 409A”) and shall be construed, administered and interpreted in accordance with such intention. If, as of the “Code”). Notwithstanding any other provision date of this Agreementthe Executive’s termination, if the Executive is a “specified employee” as defined in within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, then to the extent necessary to comply with Section 409A and to avoid the imposition of taxes and/or penalties under Section 409A, payment to the Executive of any amount or the provision of any benefit under this Agreement which is considered or any other Employer plan, program or agreement that constitutes “nonqualified deferred compensation subject to compensation” under Section 409A and which under the terms of the Code shall this Agreement or any other Employer plan, program or arrangement would otherwise be deferred for payable as a result of and within six (6) months following such termination shall be delayed, as provided under current regulatory requirements under Section 409A, until the earlier of (i) five (5) days after Executive’s “separation from service” or, if earlier, the Employer receives notification of the Executive’s death as required by Section 409A(a)(2)(B)(ior (ii) the first business day of the Code (seventh month following the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance date of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which termination. Any payment or benefit under this Agreement that is payable upon a termination of the related taxes, interest Executive’s employment shall only be paid or penalties are remitted. For purposes of this Agreement, provided to the Executive shall not be deemed to have terminated employment unless Executive has upon a “separation from service” within the meaning of Section 409A 409A. If the Executive or the Company determine that any payment, benefit, distribution, deferral election, or any other action or arrangement contemplated by the provisions of this Agreement would, if undertaken or implemented, cause the Code where Executive to become subject to taxes and/or penalties under Section 409A, then such payment, benefit, distribution, deferral election or other action or arrangement shall not be given effect to the extent it is reasonably anticipated that no further services causes such result and the related provisions of this Agreement will be performed after such date or that deemed modified in order to provide the level Executive with the intended economic benefit and comply with the requirements of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease Section 409A. To the extent necessary to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to cause payments and benefits under this Agreement to be exempt from, or comply with, Section 409A, the term Change of Control shall be treated as rights to receive mean a series “change in control event” within the meaning of separate payments and benefits to Section 409A. RXXXXXX BROS. AUCTIONEERS (AMERICA) INC. By: /s/ Dxxxxx Xxxx Name: Dxxxxx Xxxx SIGNED, SEALED AND DELIVERED by ) JXXXX XXXX in the fullest extent allowed by Section 409A of the Code.) presence of: ) ) /s/ Txxx Xxxxxxxx ) /s/ Jxxxx Xxxx Signature ) JXXXX XXXX ) Txxx Xxxxxxxx ) Print Name ) ) 9000 Xxxxxxxx Xxxxxxx, Xxxxxxx, XX ) Address ) Executive Asst. ) Occupation )