Common use of IRS Code Section 409A Clause in Contracts

IRS Code Section 409A. It is intended that the Retention Bonus (or, if applicable, the Termination Bonus) payable under this Retention Agreement satisfy, to the greatest extent possible, the exemption from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) provided under Treasury Regulations Section 1.409A-1(b)(4) and in all cases will be paid not later than March 15 of the year following the year in which your right to such amount became vested. To the extent that the Retention Bonus or the Termination Bonus is deferred compensation under Section 409A of the Code, and is not otherwise exempt from the application of Section 409A, then, if the period during which you may consider and sign the Release spans two (2) calendar years, the payment of such bonus will not be made until the later calendar year. Additionally, the terms of Section 12 of the Severance Agreement shall apply for purposes of this Agreement. Notwithstanding any contrary provision herein, if the Retention Bonus or Termination Bonus is considered “deferred compensation” under Section 409A of the Code, and if you are a “specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six months following the date of such “separation from service” or, if earlier, the date of the your death, unless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses.

IRS Code Section 409A. It is All payments provided hereunder are intended that the Retention Bonus (or, if applicable, the Termination Bonus) payable under this Retention Agreement satisfy, to the greatest extent possible, the exemption from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) provided under Treasury Regulations Section 1.409A-1(b)(4) and in all cases will be paid not later than March 15 of the year following the year in which your right to such amount became vested. To the extent that the Retention Bonus or the Termination Bonus is deferred compensation under Section 409A of the Code, and is not otherwise exempt from the application of Section 409A, then, if the period during which you may consider and sign the Release spans two (2) calendar years, the payment of such bonus will not be made until the later calendar year. Additionally, the terms of Section 12 of the Severance Agreement shall apply constitute separate payments for purposes of Treasury Regulation Section 1.409A-2(b) (2). If the Company determines that any benefits provided under this Agreement. Notwithstanding any contrary provision herein, if the Retention Bonus or Termination Bonus is considered Agreement constitute “deferred compensation” under Section 409A of the CodeInternal Revenue Code of 1986 as amended (“Section 409A”), such benefits will not commence in connection with your termination of employment 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 Service”). If the Company determines that any benefits provided under this Agreement constitute “deferred compensation” under Section 409A and if you are a “specified employee” for purposes of the Company or any affiliate thereof (or any successor entity thereto) within the meaning of Section 409A 409A(a)(2)(B)(i) of the CodeCode on the date of your Separation from Service, no distribution or then the payment of any amount that is due because of a “separation from service” such benefits shall be delayed until the earlier of: (as defined in Section 409A of the Code without regard to alternative definitions thereunderi) will be issued or paid before the date that is six (6) months following and one (1) day after the date of such “separation your Separation from service” orService, if earlier, or (ii) the date of your death (such date, the your death“Delayed Payment Date”), unless and the Company (or the successor entity thereto, as applicable) shall (A) pay to you a lump sum amount equal to the sum 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 distribution or delay, and (B) continue the benefit payments in accordance with any applicable payment can be made in a manner that complies schedules set forth for the balance of the period specified herein. In addition to the above, to the extent required to comply with Section 409A of and the Codeapplicable regulations and guidance issued thereunder, if the applicable deadline for you to execute (and any amounts so deferred will not revoke) the applicable Release spans two calendar years, the Release Effective Date shall not be paid in a lump sum on deemed to occur until the day after such six month period elapsessecond calendar year.

IRS Code Section 409A. It is All payments provided hereunder are intended that the Retention Bonus (or, if applicable, the Termination Bonus) payable under this Retention Agreement satisfy, to the greatest extent possible, the exemption from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) provided under Treasury Regulations Section 1.409A-1(b)(4) and in all cases will be paid not later than March 15 of the year following the year in which your right to such amount became vested. To the extent that the Retention Bonus or the Termination Bonus is deferred compensation under Section 409A of the Code, and is not otherwise exempt from the application of Section 409A, then, if the period during which you may consider and sign the Release spans two (2) calendar years, the payment of such bonus will not be made until the later calendar year. Additionally, the terms of Section 12 of the Severance Agreement shall apply constitute separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). If the Company determines that any benefits provided under this Agreement. Notwithstanding any contrary provision herein, if the Retention Bonus or Termination Bonus is considered Agreement constitute “deferred compensation” under Section 409A of the CodeInternal Revenue Code of 1986 as amended (“Section 409A”), such benefits will not commence in connection with your termination of employment 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 Service”). If the Company determines that any benefits provided under this Agreement constitute “deferred compensation” under Section 409A and if you are a “specified employee” for purposes of the Company or any affiliate (or any successor entity thereto) within the meaning of Section 409A 409A(a)(2)(B)(i) of the CodeCode on the date of your Separation from Service, no distribution or then the payment of any amount that is due because such benefits shall be delayed until the earlier of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunderi) will be issued or paid before the date that is six (6) months following and one (1) day after the date of such “separation your Separation from service” orService, if earlier, or (ii) the date of your death (such date, the your death“Delayed Payment Date”), unless and the Company (or the successor entity thereto, as applicable) shall (A) pay to you a lump sum amount equal to the sum 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 distribution or delay, and (B) continue the benefit payments in accordance with any applicable payment can be made in a manner that complies schedules set forth for the balance of the period specified herein. In addition to the above, to the extent required to comply with Section 409A of and the Codeapplicable regulations and guidance issued thereunder, if the applicable deadline for you to execute (and any amounts so deferred will not revoke) the applicable Release and Waiver spans two (2) calendar years, your Severance Payments shall commence to be paid in a lump sum installments on the day first regularly scheduled payroll date that occurs in the second calendar year after such six month period elapses.the Release Effective Date of the Release and Waiver