Common use of IRS Code Section 409A Clause in Contracts

IRS Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with Employer for purposes of any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred a “separation from service” from Employer within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, 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 separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year.

IRS Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with Employer for purposes of any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred a “"separation from service” " from Employer within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in this Agreement that are due within the “"short term deferral period” " as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, 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 's separation from service shall instead be paid on the first business day after the date that is six months following Executive’s 's separation from service (or, if earlier, Executive’s 's death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year.

IRS Code Section 409A. The intent All payments provided hereunder are intended to constitute separate payments for purposes of Treasury Regulation Section 1.409A-2( b)(2). If the parties is Company determines that payments and any benefits provided under this Agreement comply with constitute “deferred compensation” under Section 409A of the Internal Revenue Code of 1986 as amended (“Section 409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be such benefits will not commence in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated connection with your termination of employment with Employer for purposes of any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred unless such termination also qualifies as a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (“Separation from Employer Service”). If the Company determines that any benefits provided under this Agreement constitute “deferred compensation” under Section 409A and you are a “specified employee” of the Company or any affiliate (or any successor entity thereto) within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement 409A(a)(2)(B)(i) of the Code on the date of your Separation from Service, then the payment of any such benefits shall be construed as a separate identified payment for purposes delayed until the earlier of Section 409A(i) the date that is six (6) months and one (1) day after the date of your Separation from Service, or (ii) the date of your death (such date, the “Delayed Payment Date”), and any payments described in this Agreement that are due within the “short term deferral period” Company (or the successor entity thereto, as defined in Section 409A applicable) shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein (A) pay to you a lump sum amount equal to the contrarysum of the benefit payments that otherwise would have been paid to you on or before the Delayed Payment Date, without any adjustment on account of such delay, and (B) continue the benefit payments in accordance with any applicable payment schedules set forth for the balance of the period specified herein. In addition to the above, to the extent required in order to avoid accelerated taxation and/or tax penalties under comply with Section 409A409A and the applicable regulations and guidance issued thereunder, amounts that would otherwise be payable if the applicable deadline for you to execute (and benefits that would otherwise be provided pursuant not revoke) the applicable Release and Waiver spans two (2) calendar years, your Severance Payments shall commence to this Agreement during the six-month period immediately following Executive’s separation from service shall instead be paid in installments on the first business day regularly scheduled payroll date that occurs in the second calendar year after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day Release Effective Date of the year following the year in which the expense was incurred Release and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year.Waiver. Artiva Biotherapeutics, Inc. I 0000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxx XX // 4

IRS Code Section 409A. The intent All payments provided hereunder are intended to constitute separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). If the parties is Company determines that payments and any benefits provided under this Agreement comply with constitute “deferred compensation” under Section 409A of the Internal Revenue Code of 1986 as amended (“Section 409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be such benefits will not commence in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated connection with your termination of employment with Employer for purposes of any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred unless such termination also qualifies as a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (“Separation from Employer Service”). If the Company determines that any benefits provided under this Agreement constitute “deferred compensation” under Section 409A and you are a “specified employee” of the Company or any affiliate (or any successor entity thereto) within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement 409A(a)(2)(B)(i) of the Code on the date of your Separation from Service, then the payment of any such benefits shall be construed as a separate identified payment for purposes delayed until the earlier of Section 409A(i) the date that is six (6) months and one (1) day after the date of your Separation from Service, or (ii) the date of your death (such date, the “Delayed Payment Date”), and any payments described in this Agreement that are due within the “short term deferral period” Company (or the successor entity thereto, as defined in Section 409A applicable) shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein (A) pay to you a lump sum amount equal to the contrarysum of the benefit payments that otherwise would have been paid to you on or before the Delayed Payment Date, without any adjustment on account of such delay, and (B) continue the benefit payments in accordance with any applicable payment schedules set forth for the balance of the period specified herein. In addition to the above, to the extent required in order to avoid accelerated taxation and/or tax penalties under comply with Section 409A409A and the applicable regulations and guidance issued thereunder, amounts that would otherwise be payable if the applicable deadline for you to execute (and benefits that would otherwise be provided pursuant not revoke) the applicable Release and Waiver spans two (2) calendar years, your Severance Payments shall commence to this Agreement during the six-month period immediately following Executive’s separation from service shall instead be paid in installments on the first business day regularly scheduled payroll date that occurs in the second calendar year after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day Release Effective Date of the year following the year in which the expense was incurred Release and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent yearWaiver.

IRS Code Section 409A. The intent Notwithstanding any other provision of the parties is that this Agreement, payments and benefits under this Agreement provided to the Employee hereunder are intended to comply with Section 409A, to 409A of the extent subject theretoInternal Revenue Code (the “Code”), and accordinglythe regulations promulgated thereunder, to the maximum extent permitted, and this Agreement shall be interpreted and in a manner consistent with such intent. If any provision of this Agreement, or any provision of any health, welfare, savings, severance or equity plan or program administered in connection with this Agreement, or any award of compensation of any kind, including deferred compensation or benefits, would result in the imposition upon Employee of a penalty, tax, or interest assessment under Section 409A of the Code or any related guidance issued by the U.S. Treasury Department or the Internal Revenue Service, the Company shall reform this Agreement to be in compliance therewith. Notwithstanding anything contained herein avoid the imposition of such penalty, tax or assessment, provided that any such reformation shall to the contrarymaximum extent possible retain the originally intended economic and tax benefits to the Employee hereunder without violating Section 409A of the Code or creating any unintended or adverse tax consequences to the Employee. Such reformation may include imposition of a six month delay in the payment of severance or other benefits if Employee is a “specified employee” under Section 409A at the time of his termination; provided, Executive that, the Company shall not be considered obligated to increase the amounts otherwise payable to Employee hereunder. Any payment(s) which would otherwise have terminated employment with Employer for purposes of any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred a “separation from service” from Employer within the meaning of Section 409A. Each amount been required to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, 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 separation from service shall instead be paid on the first business day after the date that is such six months following Executive’s separation from service (or, if earlier, Executive’s death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive the Employee as soon as is administratively practical after the date which is six months after the Employee’s separation from service, and any and all such sums paid to Employee on or before such delayed basis shall bear interest at the last day rate of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement twelve percent (and in-kind benefits provided to Executive12%) during any one year may not effect amounts reimbursable or provided in any subsequent yearper annum.

IRS Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with Employer the Company for purposes of any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred a “separation from service” from Employer the Company within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, 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 separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year.