Common use of General Compliance Clause in Contracts

General Compliance. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Payments made under this Agreement with respect to a termination from employment, shall be considered made only upon a “separation from service” as defined in Internal Revenue Code Section 409A (“Code Section 409A”). It is further intended that such payments are not deferred compensation subject to Code Section 409A to the extent that such payments are covered by (a) the “short-term deferral exception” set forth in Treas. Reg. Section 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the payments hereunder, as applicable, in order of payment in such a manner as results in the maximum exclusion of such payments from treatment as deferred compensation under Code Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

General Compliance. This The Company intends that all payments and benefits provided under this Agreement is intended to will be exempt from, or comply with with, the requirements of Section 409A or an exemption thereunder of the Code (“Section 409A”) so that none of the payments and benefits will be subject to the additional tax imposed by Section 409A, and this Agreement shall be construed and administered in accordance with Section 409A. such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Payments made Any payments under this Agreement with respect that may be excluded from Section 409A either as separation pay due to an involuntary separation from service described in Treasury Regulation Section 1.409A-1(b)(9)(iii) or as a termination from employment, short-term deferral described in Treasury Regulation Section 1.409A-1(b)(4) shall be considered made only upon a “separation excluded from service” as defined in Internal Revenue Code Section 409A (“Code Section 409A”). It is further intended that such payments are not deferred compensation subject to Code Section 409A to the maximum extent that such payments are covered by (a) the “short-term deferral exception” set forth in Treaspossible. Reg. Section 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the payments hereunder, as applicable, in order of payment in such a manner as results in the maximum exclusion of such payments from treatment as deferred compensation under Code Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

General Compliance. This Agreement is intended to comply with Section 409A of the Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Payments made Any payments under this Agreement with respect that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a termination from employment, short-term deferral shall be considered made only upon a “separation excluded from service” as defined in Internal Revenue Code Section 409A (“Code Section 409A”). It is further intended that such payments are not deferred compensation subject to Code Section 409A to the maximum extent that such payments are covered by (a) the “short-term deferral exception” set forth in Treaspossible. Reg. Section 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the payments hereunder, as applicable, in order of payment in such a manner as results in the maximum exclusion of such payments from treatment as deferred compensation under Code Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. If any payment or benefit provided to Executive pursuant to this Agreement is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A, and if such payment or benefit could be made or provided (or start to be made or provided) during either of two tax years, then the payment or benefit will be made or provided (or start to be made or provided) in the latter of the two tax years. Notwithstanding the foregoing, the Company Bank makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company Bank be liable for all or any portion of any taxes, penalties, interest, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

General Compliance. This Executive Severance Agreement and any severance payments contemplated to be made hereunder is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Executive Severance Agreement, payments provided under this Executive Severance Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Payments made Any payments under this Executive Severance Agreement with respect that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a termination from employment, short-term deferral shall be considered made only upon a “separation excluded from service” as defined in Internal Revenue Code Section 409A (“Code Section 409A”). It is further intended that such payments are not deferred compensation subject to Code Section 409A to the maximum extent that such payments are covered by (a) the “short-term deferral exception” set forth in Treaspossible. Reg. Section 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the payments hereunder, as applicable, in order of payment in such a manner as results in the maximum exclusion of such payments from treatment as deferred compensation under Code Section 409A. For purposes of Section 409A, each installment payment provided under this Executive Severance Agreement shall be treated as a separate payment. Any payments to be made under this Executive Severance Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, the Company Cerner makes no representations that the payments and benefits provided under this Executive Severance Agreement comply with Section 409A, and in no event shall the Company Cerner be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive you on account of non-compliance with Section 409A.

General Compliance. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereunder and shall be construed and administered in accordance with Section 409A. such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Payments made Any nonqualified deferred compensation payments under this Agreement with respect that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a termination from employment, short-term deferral shall be considered made only upon a “separation excluded from service” as defined in Internal Revenue Code Section 409A (“Code Section 409A”). It is further intended that such payments are not deferred compensation subject to Code Section 409A to the maximum extent that such payments are covered by (a) the “short-term deferral exception” set forth in Treaspossible. Reg. Section 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the payments hereunder, as applicable, in order of payment in such a manner as results in the maximum exclusion of such payments from treatment as deferred compensation under Code Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company Employer makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company Employer be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive Employee on account of non-compliance with Section 409A.409A. If any provision of this Agreement, or any payment, distribution or other benefit provided to Employee pursuant to this Agreement, would fail to satisfy the requirements of Section 409A, Employer agrees to reasonably cooperate with Employee to amend this Agreement and/or restructure such payment, distribution or other benefit such that this Agreement and/or payment, distribution or other benefit shall comply with Section 409A and so that Employee shall, to the extent possible, derive the value of such payment or benefit intended hereunder.

General Compliance. This Agreement is intended to comply with Section 409A of the Internal Revenue Code and the regulations, proclamations and procedures promulgated thereunder (as amended, modified or superseded, “Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Payments made Any payments under this Agreement with respect that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a termination from employment, short-term deferral shall be considered made only upon a “separation excluded from service” as defined in Internal Revenue Code Section 409A (“Code Section 409A”). It is further intended that such payments are not deferred compensation subject to Code Section 409A to the maximum extent that such payments are covered by (a) the “short-term deferral exception” set forth in Treaspossible. Reg. Section 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the payments hereunder, as applicable, in order of payment in such a manner as results in the maximum exclusion of such payments from treatment as deferred compensation under Code Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

General Compliance. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Payments made Any payments under this Agreement with respect that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a termination from employment, short-term deferral shall be considered made only upon a “separation excluded from service” as defined in Internal Revenue Code Section 409A (“Code Section 409A”). It is further intended that such payments are not deferred compensation subject to Code Section 409A to the maximum extent that such payments are covered by (a) the “short-term deferral exception” set forth in Treaspossible. Reg. Section 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the payments hereunder, as applicable, in order of payment in such a manner as results in the maximum exclusion of such payments from treatment as deferred compensation under Code Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. If any payment or benefit provided to the Executive in connection with the Executive's termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A, and such term may be ambiguous or may be deemed to fail to comply with Section 409A, then the Parties agree to work together in good faith to amend this Agreement, as appropriate, while preserving the economic benefits as much as reasonably possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

General Compliance. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Payments made Any payments under this Agreement with respect that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a termination from employment, short-term deferral shall be considered made only upon a “separation excluded from service” as defined in Internal Revenue Code Section 409A (“Code Section 409A”). It is further intended that such payments are not deferred compensation subject to Code Section 409A to the maximum extent that such payments are covered by (a) the “short-term deferral exception” set forth in Treaspossible. Reg. Section 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the payments hereunder, as applicable, in order of payment in such a manner as results in the maximum exclusion of such payments from treatment as deferred compensation under Code Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

General Compliance. This Agreement is intended to comply with Internal Revenue Code Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. 409A, (which applies to compensation that an employee earns in one year, but that is paid in a future year, and referred to as “nonqualified deferred compensation,” and if nonqualified deferred compensation meets the requirements of Section 409A, then there is no effect on the employee’s taxes, and the compensation is taxed in the same manner as it would be taxed if it were not covered by Section 409A; however, if the nonqualified deferred compensation does not meet the requirements of Section 409A, the compensation is subject to certain additional taxes, including a 20% additional income tax.) Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Payments made Any payments under this Agreement with respect that may be excluded from Section 409A, either as separation pay due to an involuntary separation from service or as a termination from employmentshort-term deferral, shall be considered made only upon a “separation excluded from service” as defined in Internal Revenue Code Section 409A (“Code Section 409A”). It is further intended that such payments are not deferred compensation subject to Code Section 409A to the maximum extent that such payments are covered by (a) the “short-term deferral exception” set forth in Treaspossible. Reg. Section 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the payments hereunder, as applicable, in order of payment in such a manner as results in the maximum exclusion of such payments from treatment as deferred compensation under Code Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “Separation from Service” under Section 409A, as defined in Section 6.8(d) above. Notwithstanding the foregoing, and the Company’s intent to comply with Section 409A, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, interest or other expenses that may be incurred by the Executive on account of non-compliance noncompliance with Section 409A.

General Compliance. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Payments made Any payments under this Agreement with respect that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a termination from employment, short-term deferral shall be considered made only upon a “separation excluded from service” as defined in Internal Revenue Code Section 409A (“Code Section 409A”). It is further intended that such payments are not deferred compensation subject to Code Section 409A to the maximum extent that such payments are covered by (a) the “short-term deferral exception” set forth in Treaspossible. Reg. Section 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the payments hereunder, as applicable, in order of payment in such a manner as results in the maximum exclusion of such payments from treatment as deferred compensation under Code Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. In no event shall Employee, directly or indirectly, designate the calendar year of payment. Notwithstanding the foregoing, the Company Employer makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company Employer be liable for all or any portion of any taxes, penalties, interest, interest or other expenses that may be incurred by the Executive Employee on account of non-compliance with Section 409A.

General Compliance. This Agreement is intended to comply with Internal Revenue Code Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. 409A, (which applies to compensation that an employee earns in one year, but that is paid in a future year, and referred to as “nonqualified deferred compensation,” and if nonqualified deferred compensation meets the requirements of Section 409A, then there is no effect on the employee’s taxes, and the compensation is taxed in the same manner as it would be taxed if it ​ were not covered by Section 409A; however, if the nonqualified deferred compensation does not meet the requirements of Section 409A, the compensation is subject to certain additional taxes, including a 20% additional income tax.) Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Payments made Any payments under this Agreement with respect that may be excluded from Section 409A, either as separation pay due to an involuntary separation from service or as a termination from employmentshort-term deferral, shall be considered made only upon a “separation excluded from service” as defined in Internal Revenue Code Section 409A (“Code Section 409A”). It is further intended that such payments are not deferred compensation subject to Code Section 409A to the maximum extent that such payments are covered by (a) the “short-term deferral exception” set forth in Treaspossible. Reg. Section 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the payments hereunder, as applicable, in order of payment in such a manner as results in the maximum exclusion of such payments from treatment as deferred compensation under Code Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “Separation from Service” under Section 409A, as defined in Section 6.8(d) above. Notwithstanding the foregoing, and the Company’s intent to comply with Section 409A, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, interest or other expenses that may be incurred by the Executive on account of non-compliance noncompliance with Section 409A.409A. ​

General Compliance. This Agreement is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A 409A”) covering, among other things, nonqualified deferred compensation, or an exemption thereunder thereunder, and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Payments made Any payments under this Agreement with respect that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, or as a termination short-term deferral, or any other eligible payments, including but not limited to payments from employmentqualified plans like pension and 401(k) plans, death benefit plan, and welfare benefits including vacation leave, paid time off (and PTO herein), sick leave, and/or disability pay, shall be considered made only upon a “separation excluded from service” as defined in Internal Revenue Code Section 409A (“Code Section 409A”). It is further intended that such payments are not deferred compensation subject to Code Section 409A to the maximum extent that such payments are covered by (a) the “short-term deferral exception” set forth in Treaspossible. Reg. Section 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the payments hereunder, as applicable, in order of payment in such a manner as results in the maximum exclusion of such payments from treatment as deferred compensation under Code Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under Sections 5.4-5.6 of this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

General Compliance. This Agreement is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A 409A”) covering, among other things, nonqualified deferred compensation, or an exemption thereunder thereunder, and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Payments made Any payments under this Agreement with respect that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, or as a termination short-term deferral, or any other eligible payments, including but not limited to payments from employmentqualified plans like pension and 401(k) plans, death benefit plan, and welfare benefits including vacation leave, paid time off (and PTO herein), sick leave, and/or disability pay, shall be considered made only upon a “separation excluded from service” as defined in Internal Revenue Code Section 409A (“Code Section 409A”). It is further intended that such payments are not deferred compensation subject to Code Section 409A to the maximum extent that such payments are covered by (a) the “short-term deferral exception” set forth in Treaspossible. Reg. Section 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the payments hereunder, as applicable, in order of payment in such a manner as results in the maximum exclusion of such payments from treatment as deferred compensation under Code Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under Sections 5.4-5.6 of this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this /s/ DC /s/ AS /s/ RLH Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

General Compliance. This Agreement is intended to comply with Section 409A of the Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Payments made Any payments under this Agreement with respect that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a termination from employment, short-term deferral shall be considered made only upon a “separation excluded from service” as defined in Internal Revenue Code Section 409A (“Code Section 409A”). It is further intended that such payments are not deferred compensation subject to Code Section 409A to the maximum extent that such payments are covered by (a) the “short-term deferral exception” set forth in Treaspossible. Reg. Section 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the payments hereunder, as applicable, in order of payment in such a manner as results in the maximum exclusion of such payments from treatment as deferred compensation under Code Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. If any payment or benefit provided to Executive pursuant to this Agreement is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A, and if such payment or benefit could be made or provided (or start to be made or provided) during either of two tax years, then the payment or benefit will be made or provided (or start to be made or provided) in the latter of the two tax years. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

General Compliance. This Agreement is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A 409A”) covering, among other things, nonqualified deferred compensation, or an exemption thereunder thereunder, and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Payments made Any payments under this Agreement with respect that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, or as a termination short-term deferral, or any other eligible payments, including, but not limited to, payments from employmentqualified plans like pension and 401(k) plans, death benefit plan, and welfare benefits including vacation leave, paid time-off (and PTO herein), sick leave, and/or disability pay, shall be considered made only upon a “separation excluded from service” as defined in Internal Revenue Code Section 409A (“Code Section 409A”). It is further intended that such payments are not deferred compensation subject to Code Section 409A to the maximum extent that such payments are covered by (a) the “short-term deferral exception” set forth in Treaspossible. Reg. Section 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. Section 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the payments hereunder, as applicable, in order of payment in such a manner as results in the maximum exclusion of such payments from treatment as deferred compensation under Code Section 409A. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under Sections 5.4-5.6 of this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.